0001193125-03-075906 Sample Contracts

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”).