Certificate Issuance Order Sample Contracts

CERTIFICATE ISSUANCE ORDER Floating Rate Asset Backed Certificates, Series 2004-A
Certificate Issuance Order • September 23rd, 2004 • Superior Wholesale Inventory Financing Trust X • Asset-backed securities

The undersigned hereby certifies, pursuant to the Trust Agreement dated as of September 16, 2004 (the “Trust Agreement”), between Wholesale Auto Receivables Corporation, a Delaware corporation (the “Seller”), and Chase Manhattan Bank USA, National Association, a national banking association, as Owner Trustee (the “Owner Trustee”), that there has been established pursuant to and in conformity with resolutions duly adopted by the Board of Directors of the Seller, a class of Certificates to be issued under and in conformity with the Trust Agreement, which class of Certificates shall have the terms specified herein. Capitalized terms used and not otherwise defined herein shall have the meanings specified in Appendix 1 hereto or, if not defined therein, then shall have the meanings set forth in Part 1 of Appendix A to the Trust Sale and Servicing Agreement, dated as of September 16, 2004, among Superior Wholesale Inventory Financing Trust X (the “Issuer”), the Seller and General Motors Acce

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CERTIFICATE ISSUANCE ORDER Floating Rate Asset Backed Certificates, Class 2005-A
Certificate Issuance Order • June 29th, 2005 • Superior Wholesale Inventory Financing Trust Xii • Asset-backed securities

The undersigned hereby certifies, pursuant to the Trust Agreement dated as of June 23, 2005 (the “Trust Agreement”), between Wholesale Auto Receivables Corporation, a Delaware corporation (the “Seller”), and Chase Bank USA, National Association, a national banking association, as Owner Trustee (the “Owner Trustee”), that there has been established pursuant to and in conformity with resolutions duly adopted by the Board of Directors of the Seller, a class of Certificates to be issued under and in conformity with the Trust Agreement, which class of Certificates shall have the terms specified herein. Capitalized terms used and not otherwise defined herein shall have the meanings specified in Appendix 1 hereto or, if not defined therein, then shall have the meanings set forth in Part 1 of Appendix A to the Trust Sale and Servicing Agreement, dated as of June 23, 2005, among Superior Wholesale Inventory Financing Trust XII (the “Issuer” or the “Trust”), the Seller and General Motors Accepta

CERTIFICATE ISSUANCE ORDER Floating Rate Asset Backed Certificates, Series 200_-_
Certificate Issuance Order • November 10th, 2003 • Wholesale Auto Receivables Corp • Asset-backed securities

The undersigned hereby certifies, pursuant to the Trust Agreement dated as of , 200_ (the “Trust Agreement”), between Wholesale Auto Receivables Corporation, a Delaware corporation (the “Seller”), and , a , as Owner Trustee (the “Owner Trustee”), that there has been established pursuant to and in conformity with resolutions duly adopted by the Board of Directors of the Seller, a class of Certificates to be issued under and in conformity with the Trust Agreement, which class of Certificates shall have the terms specified herein. Capitalized terms used and not otherwise defined herein shall have the meanings specified in Appendix 1 hereto or, if not defined therein, then shall have the meanings set forth in Part 1 of Appendix A to the Trust Sale and Servicing Agreement, dated as of , 200_, among Superior Wholesale Inventory Financing Trust (the “Issuer”), the Seller and General Motors Acceptance Corporation (the “Trust Sale and Servicing Agreement”).

CERTIFICATE ISSUANCE ORDER Floating Rate Asset Backed Certificates, Class [•]
Certificate Issuance Order • March 21st, 2006 • Wholesale Auto Receivables Corp • Asset-backed securities

The undersigned hereby certifies, pursuant to the Trust Agreement dated as of Financing Trust [•] (the “Trust Agreement”), between Wholesale Auto Receivables Corporation, a Delaware corporation (the “Depositor”), and [•], a national banking association, as Owner Trustee (the “Owner Trustee”), that there has been established pursuant to and in conformity with resolutions duly adopted by the Board of Directors of the Depositor, a class of Certificates to be issued under and in conformity with the Trust Agreement, which class of Certificates shall have the terms specified herein. Capitalized terms used and not otherwise defined herein shall have the meanings specified in Appendix 1 hereto or, if not defined therein, then shall have the meanings set forth in Part 1 of Appendix A to the Trust Sale and Servicing Agreement, dated as of Financing Trust [•], among Superior Wholesale Inventory Financing Trust [•] (the “Issuing Entity” or the “Trust”), the Depositor and General Motors Acceptance

CERTIFICATE ISSUANCE ORDER Floating Rate Asset Backed Certificates, Class 2007-A
Certificate Issuance Order • February 16th, 2007 • Superior Wholesale Inventory Financing Trust 2007-Ae-1 • Asset-backed securities

The undersigned hereby certifies, pursuant to the Trust Agreement dated as of February 13, 2007 (the “Trust Agreement”), between Wholesale Auto Receivables LLC, a Delaware limited liability company (the “Depositor”), and HSBC Bank USA, National Association, a national banking association, as Owner Trustee (the “Owner Trustee”), that there has been established pursuant to and in conformity with resolutions duly adopted by the Board of Directors of the Depositor, a class of Certificates to be issued under and in conformity with the Trust Agreement, which class of Certificates shall have the terms specified herein. Capitalized terms used and not otherwise defined herein shall have the meanings specified in Appendix 1 hereto or, if not defined therein, then shall have the meanings set forth in Part 1 of Appendix A to the Trust Sale and Servicing Agreement, dated as of February 13, 2007, among Superior Wholesale Inventory Financing Trust 2007-AE-1 (the “Issuing Entity” or the “Trust”), the

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