Pooling and Servicing Agreement dated as of February 24,2005



 Exhibit 4.3 
  
 EXECUTION COPY 
  
 POOLING AND SERVICING AGREEMENT 
  
 BETWEEN 
  
 GENERAL MOTORS ACCEPTANCE CORPORATION 
  
 SELLER AND SERVICER 
  
 AND 
  
 WHOLESALE AUTO
RECEIVABLES CORPORATION 
  
 PURCHASER 
  
 DATED AS OF FEBRUARY 24, 2005 
  
 Superior Wholesale Inventory Financing Trust XI 







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page


	 ARTICLE I
	  	 
	 DEFINITIONS
	  	1
	 Section 1.01
	  	 Definitions
	  	1
		
	 ARTICLE II
	  	 
	 PURCHASE AND SALE OF ELIGIBLE RECEIVABLES
	  	2
	 Section 2.01
	  	 Purchase and Sale of Eligible Receivables
	  	2
	 Section 2.02
	  	 Purchase Price
	  	2
	 Section 2.03
	  	 Addition of Accounts
	  	3
	 Section 2.04
	  	 Optional Removal of Accounts
	  	4
	 Section 2.05
	  	 Removal of Ineligible Accounts
	  	5
	 Section 2.06
	  	 Custody of Documentation
	  	5
		
	 ARTICLE III
	  	 
	 ADMINISTRATION AND SERVICING OF RECEIVABLES SECTION
	  	5
	 Section 3.01
	  	 Appointment of Servicer and Acceptance of Appointment
	  	5
	 Section 3.02
	  	 Rights and Duties of the Servicer
	  	5
	 Section 3.03
	  	 Servicing Compensation; Payment of Certain Expenses by the Servicer
	  	7
	 Section 3.04
	  	 Representations, Warranties and Covenants of the Servicer
	  	8
	 Section 3.05
	  	 Servicer’s Accounting and Reports
	  	11
	 Section 3.06
	  	 Pre-Closing Collections
	  	11
	 Section 3.07
	  	 Collections Received by GMAC
	  	11
		
	 ARTICLE IV
	  	 
	 REPRESENTATIONS, WARRANTIES AND COVENANTS
	  	12
	 Section 4.01
	  	 Representations and Warranties of GMAC Relating to the Accounts and the Receivables
	  	12
	 Section 4.02
	  	 Representations and Warranties of GMAC Relating to GMAC and the Agreement
	  	13
	 Section 4.03
	  	 Representations and Warranties of the Purchaser
	  	15
	 Section 4.04
	  	 Covenants of GMAC
	  	16
		
	 ARTICLE V
	  	 
	 CERTAIN MATTERS RELATING TO GMAC
	  	17
	 Section 5.01
	  	 Merger or Consolidation of, or Assumption of the Obligations of, GMAC
	  	17
	 Section 5.02
	  	 GMAC Indemnification of the Purchaser
	  	17
	 Section 5.03
	  	 GMAC Acknowledgment of Transfers to the Issuer
	  	17
		
	 ARTICLE VI
	  	 
	 ADDITIONAL AGREEMENTS
	  	18
	 Section 6.01
	  	 Additional Obligations of GMAC and the Purchaser
	  	18

  

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	 Section 6.02
	  	 Effect of Involuntary Case Involving GMAC
	  	18
	 Section 6.03
	  	 Intercreditor Agreements
	  	19
		
	 ARTICLE VII
	  	 
	 MISCELLANEOUS PROVISIONS
	  	20
	 Section 7.01
	  	 Amendment
	  	20
	 Section 7.02
	  	 Protection of Right, Title and Interest in and to Receivables
	  	20
	 Section 7.03
	  	 Costs and Expenses
	  	21
	 Section 7.04
	  	 GOVERNING LAW
	  	21
	 Section 7.05
	  	 Notices
	  	21
	 Section 7.06
	  	 Severability of Provisions
	  	21
	 Section 7.07
	  	 Assignment
	  	22
	 Section 7.08
	  	 Further Assurances
	  	22
	 Section 7.09
	  	 No Waiver; Cumulative Remedies
	  	22
	 Section 7.10
	  	 Counterparts
	  	22
	 Section 7.11
	  	 Third-Party Beneficiaries
	  	22
	 Section 7.12
	  	 Merger and Integration
	  	22
	 Section 7.13
	  	 Confidential Information
	  	22
	 Section 7.14
	  	 Headings
	  	22
	 Section 7.15
	  	 Termination
	  	23
	 Section 7.16
	  	 No Petition Covenants
	  	23
	 Section 7.17
	  	 Jurisdiction
	  	23
	
	 Appendix

	
	 Appendix A - Definitions and Rules of Construction

	
	 Appendix B - Demands, Communications and Notices

	
	 Appendix C - Additional Representations and Warranties

	
	 Exhibits

	
	 Exhibit A - List of Locations of the Schedule of Accounts

	
	 Exhibit B - Form of Assignment for the Initial Closing Date

	
	 Exhibit C - Form of Assignment for Each Addition Date

	
	 Exhibit D - Form of Opinion of Counsel With Respect to Addition of Accounts


  

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 THIS POOLING AND SERVICING AGREEMENT is made as of February 24, 2005, between GENERAL MOTORS ACCEPTANCE
CORPORATION, a Delaware corporation (referred to herein as “GMAC” in its capacity as seller of the Receivables specified herein and as the “Servicer” in its capacity as servicer of the Receivables), and WHOLESALE
AUTO RECEIVABLES CORPORATION, a Delaware corporation (the “Purchaser”). 
  
 WHEREAS, GMAC, in the ordinary course of its business, generates certain payment obligations by financing the floor plan inventory of motor vehicle dealers; 
  
 WHEREAS, GMAC desires to sell and assign to the Purchaser, and the Purchaser
desires to purchase from GMAC, certain of such existing and future payment obligations arising or acquired from time to time; 
  
 WHEREAS, the Purchaser desires to transfer and assign its interest in such payment obligations to Superior Wholesale Inventory Financing Trust XI (the
“Issuer” or the “Trust”) pursuant to the Trust Sale and Servicing Agreement; 
  
 WHEREAS, the Issuer desires to issue the Securities to fund its acquisition of such payment obligations; 
  
 WHEREAS, the Purchaser, the Issuer and GMAC (as the holder of such payment
obligations not sold to the Purchaser hereunder) desire that the Servicer shall service such payment obligations; and 
  
 WHEREAS, the Servicer is willing to service such payment obligations and related payment obligations in accordance with the terms hereof and of the Trust
Sale and Servicing Agreement for the benefit of the Purchaser, GMAC, the Issuer and each other party identified or described herein or in the Trust Sale and Servicing Agreement as having an interest therein as owner, trustee, secured party or holder
of the Securities (all such parties being collectively referred to herein as “Interested Parties”). 
  
 NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: 
  
 ARTICLE I 
 DEFINITIONS 
  
 Section 1.01 Definitions. Certain capitalized terms used in the above recitals and in this Agreement are defined in and shall have the respective meanings assigned them in Part I of Appendix A to this Agreement. All references
herein to “the Agreement” or “this Agreement” are to this Pooling and Servicing Agreement as it may be amended, supplemented or modified from time to time, and all references herein to Articles, Sections and subsections are to
Articles, Sections or subsections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Agreement. 
  









 ARTICLE II 
 PURCHASE AND SALE OF ELIGIBLE RECEIVABLES 
  
 Section 2.01 Purchase and Sale of Eligible Receivables. 
  
 (a) By execution of this Agreement, on the Closing Date, GMAC does hereby sell, transfer, assign and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in, to and under all of
the Eligible Receivables existing in the Accounts listed on the Schedule of Accounts (which is kept at locations listed in Exhibit A) as of the close of business on the Initial Cut-Off Date and all monies due or to become due thereon after
the Initial Cut-Off Date, all Collateral Security with respect thereto and all amounts received with respect thereto (including all Interest Collections received in the calendar month in which the Initial Cut-Off Date occurs, whether or not received
prior to the Initial Cut-Off Date) and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries). 
  
 (b) Subject to Section 6.02, as of each Receivables Purchase Date, GMAC does hereby sell, transfer, assign and otherwise convey to the Purchaser,
without recourse, all of its right, title and interest in, to and under all Eligible Receivables created or deemed created in the Accounts in the Pool of Accounts on such date and all monies due or to become due thereon after such date, all
Collateral Security with respect thereto and all amounts received with respect thereto and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries). 
  
 (c) It is the intention of GMAC and the Purchaser that the transfers and assignments contemplated by this Agreement shall
constitute sales of the property described in Section 2.01(a) and Section 2.01(b) from GMAC to the Purchaser and that the beneficial interest in and title to such property shall not be part of GMAC’s estate in the event of the
filing of a bankruptcy petition by or against GMAC under any Insolvency Law. The foregoing sales, transfers, assignments and conveyances and any subsequent sales, transfers, assignments and conveyances contemplated hereby do not constitute, and are
not intended to result in, the creation or an assumption by the Purchaser of any obligation of the Servicer, GMAC (if GMAC is not the Servicer), General Motors or any other Person in connection with the Receivables described above or under any
agreement or instrument relating thereto, including any obligation to any Dealers. 
  
 (d) Subject to Section 2.06 and ARTICLE III hereof, GMAC shall retain all right, title and interest in, to and under the Receivables in the Accounts in the Pool of Accounts that GMAC has not transferred to the
Purchaser hereunder. Such Receivables, together with any Receivables repurchased by GMAC or (so long as GMAC is the Servicer) the Servicer from the Purchaser or the Trust pursuant to this Agreement or the Trust Sale and Servicing Agreement, all
monies due or to become due on such Receivables, all amounts received with respect thereto and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries) are collectively referred to herein as the “Retained
Property”. 
  
 Section 2.02 Purchase Price. On the
Initial Closing Date, in consideration for the sale of the property described in Section 2.01(a) to the Purchaser, the Purchaser shall pay to GMAC $4,175,825,000 (representing the aggregate principal balance of the Eligible Receivables as of
the close of business on the Initial Cut-Off Date so sold on the Closing Date) in 

  

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immediately available funds, and GMAC shall deliver to the Purchaser an executed assignment substantially in the form of Exhibit B hereto. The Purchaser
shall pay, subject to Section 6.02, for property described in Section 2.03 sold by GMAC to the Purchaser on each Addition Date and property described in Section 2.01(b) sold by GMAC to the Purchaser on each Receivables Purchase
Date, a price equal to the principal balance of the Eligible Receivables to be purchased on each such date. Such purchase price shall be payable by the Purchaser on each such date in immediately available funds. 
  
 Section 2.03 Addition of Accounts. 
  
 (a) Offers to Designate Additional Accounts. From time to time, GMAC
may, at its option, offer to designate and the Purchaser may, at its option, request the designation of, one or more Accounts (each, an “Additional Account”) to be included as Accounts in the Pool of Accounts, subject to the
conditions specified in Section 2.03(b) below. If the Purchaser, at its option, elects to accept any such offer by GMAC or if GMAC, at its option, agrees to any such request of the Purchaser, GMAC shall sell and assign to the Purchaser, and the
Purchaser shall purchase from GMAC, all of GMAC’s right, title and interest in, to and under all of the Eligible Receivables in each such Additional Account as of the related Additional Cut-Off Date and all monies due or to become due thereon
after such date, all Collateral Security with respect thereto, all amounts received with respect thereto and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries), effective as of the Addition Date specified in a
written notice provided by the Servicer, on behalf of GMAC, to the Purchaser (the “GMAC Addition Notice”). Effective as of each such Addition Date, such Additional Account shall be included in the Pool of Accounts and Eligible
Receivables arising therein from and after the Additional Cut-Off Date shall be subject to purchase under Section 2.01(b) above. Each GMAC Addition Notice shall specify the related Additional Cut-Off Date and shall be given (with a copy to
the Rating Agencies) on or before the fifth Business Day but not more than 30 days prior to the related Addition Date. 
  
 (b) Conditions. GMAC shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in
accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: 
  
 (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each
Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; 
  
 (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the
list required to be delivered pursuant to Section 7.02(d); 
  
 (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible
Receivables arising in such 

  

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Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; 
  
 (iv) as of the Addition Date, neither GMAC nor the Purchaser
is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; 
  
 (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall
be true and correct as of the Addition Date; 
  
 (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; 
  
 (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have
been satisfied; and 
  
 (viii) GMAC shall have
delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D. 
  
 Section 2.04 Optional Removal of Accounts. From time to time, GMAC may, at its option, request from the Purchaser, and the Purchaser may, at its
option, offer to GMAC, the right to designate an Account for removal from the Pool of Accounts. Subject to the satisfaction by the Purchaser of the conditions set forth in Section 2.8 of the Trust Sale and Servicing Agreement, GMAC, at its
option, may accept offers to designate an Account for removal or request from the Purchaser the right to designate an Account for removal by furnishing a written notice (the “GMAC Removal Notice”) to the Purchaser not less than five
Business Days but not more than 30 days prior to the Removal Commencement Date. On and after the Removal Commencement Date with respect to a Randomly Selected Account, GMAC shall not transfer Receivables with respect to such Randomly Selected
Account to the Purchaser. The Schedule of Accounts shall be amended to reflect such designation as of the Removal Commencement Date and to reflect such Account becoming a Removed Account as of the Removal Date. At any time after the Removal Date, at
the written request of GMAC, the Purchaser shall assign to GMAC, without recourse, representation or warranty, effective as of the Removal Date, all of the Purchaser’s right, title and interest in, to and under the Receivables arising in such
Account and related Collateral Security. Notwithstanding anything in this Agreement to the contrary, in the event the Purchaser shall exercise its right to remove Receivables from the Trust pursuant to Section 2.8(c) of the Trust Sale and
Servicing Agreement, the Purchaser may, at its option, offer to GMAC the right to purchase such removed Receivables with regard to some or all of the Randomly Selected Accounts without recourse, representation or warranty. In the event GMAC shall
accept such offer, GMAC shall pay for such Receivables by transferring to the Purchaser, in exchange for the Receivables to be purchased, cash and/or Excess Available Receivables with an aggregate principal amount equal to the Removal Balance
related to such Randomly Selected Accounts as of the date of removal. On the date of such transfer, all of the Purchaser’s right, title and interest in, to and under the 

  

 4 








 
Receivables to be removed and the related Collateral Security shall be deemed to be transferred and released by the Purchaser to GMAC. 
  
 Section 2.05 Removal of Ineligible Accounts. If at any time an Account
shall be deemed a Randomly Selected Account as described in Section 2.9 of the Trust Sale and Servicing Agreement, the Purchaser shall give notice thereof to GMAC at the time it gives notice to the parties identified in such Section
2.9. From and after the Removal Commencement Date with respect to a Randomly Selected Account pursuant to such Section 2.9, GMAC shall not transfer Receivables with respect to such Randomly Selected Account to the Purchaser. The Schedule
of Accounts shall be amended to reflect such designation as of the Removal Commencement Date and to reflect such Account becoming a Removed Account as of the Removal Date. At any time after such removal, at the written request of GMAC, the Purchaser
shall assign to GMAC, without recourse, representation or warranty, effective as of the Removal Date, all of the Purchaser’s right, title and interest in, to and under the Receivables in such Account and related Collateral Security. 

 
 Section 2.06 Custody of Documentation. In connection with the sale,
transfer, assignment and conveyance of the Receivables and related Collateral Security in the Accounts in the Pool of Accounts to the Purchaser hereunder, the Purchaser is executing simultaneously herewith the Custodian Agreement with the Custodian,
pursuant to which the Purchaser shall revocably appoint the Custodian to act as agent of the Purchaser to maintain custody of the documents and instruments (as more fully described in the Custodian Agreement) associated with such Receivables, which
shall be constructively delivered to the Purchaser. GMAC, as the holder of the Retained Property, hereby consents to the appointment of the Custodian to act as agent of GMAC to maintain custody of the documents and contracts (as more fully described
in the Custodian Agreement) associated with the Receivables included therein and is simultaneously herewith executing the Custodian Agreement. The Custodian has accepted such appointment by the Purchaser and GMAC under the Custodian Agreement.

  
 ARTICLE III 
 ADMINISTRATION AND SERVICING OF RECEIVABLES SECTION 
  
 Section 3.01 Appointment of Servicer and Acceptance of Appointment. The Purchaser and GMAC hereby appoint the Servicer to act as Servicer with
respect to the Eligible Receivables and the Receivables included in the Retained Property, existing in or arising under the Accounts included in the Pool of Accounts from time to time and authorize the Servicer to perform the duties of Servicer
under this Agreement and under the Trust Sale and Servicing Agreement. The Servicer by execution of this Agreement and by execution of the Trust Sale and Servicing Agreement hereby accepts such appointment and the terms hereof and thereof.

  
 Section 3.02 Rights and Duties of the Servicer.

  
 (a) The Servicer shall manage, service and administer the
Receivables described in Section 3.01, including, without limitation, collecting payments due under the Receivables and providing for charge-offs of uncollectible Receivables, with reasonable care and all in accordance with the
Servicer’s customary and usual servicing procedures for servicing wholesale receivables comparable to the Receivables which the Servicer services for its own 

  

 5 








 
account, including the Floor Plan Financing Guidelines, except insofar as any failure to do so would not have a material adverse effect on the interests of
Securityholders. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder or under the Trust Sale and Servicing Agreement, to do any and all things in connection with such servicing and
administration which it may deem necessary or desirable, including monitoring the insurance maintained by Dealers. The Servicer is hereby authorized to commence, in its own name or in the name of any Interested Party, a Proceeding to enforce any
Receivable subject hereto, to enforce all obligations of GMAC and the Purchaser under this Agreement and under the Trust Sale and Servicing Agreement or to commence or participate in a Proceeding (including without limitation a bankruptcy
proceeding) relating to or involving any such Receivable. If in any Proceeding it is held that the Servicer may not enforce a Receivable arising under an Account in the Pool of Accounts on the ground that it is not a real party in interest or a
holder entitled to enforce such Receivable, the Purchaser, GMAC and each other Interested Party shall, at the Servicer’s expense, take such steps as the Servicer reasonably deems necessary or appropriate to enforce the Receivable, including
bringing suit in the name of such Person. If the Servicer commences or participates in such a Proceeding in its own name, each Interested Party shall thereupon be deemed to have automatically assigned such Receivable to the Servicer for purposes of
commencing or participating in any such Proceeding as a party or claimant, and the Servicer is hereby authorized and empowered to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or
other documents or instruments in connection with any such Proceeding. Each Interested Party shall furnish the Servicer with any powers of attorney and other documents and take any other steps which the Servicer may reasonably deem necessary or
appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement and the Trust Sale and Servicing Agreement. Except to the extent required by the preceding two sentences, the authority and rights granted
to the Servicer in this Section 3.02 shall be nonexclusive and shall not be construed to be in derogation of the retention by any Interested Party (to the extent of its rights in a Receivable) of equivalent authority and rights. Without
limiting the generality of the foregoing and subject to any Servicing Default, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by any Interested Party on account of the occurrence of such a Servicing
Default, to: 
  
 (i) instruct the Issuer to make
allocations, withdrawals and payments to or from the Collection Account, the Distribution Accounts, the Reserve Fund, the Cash Accumulation Reserve Funds with respect to the 2005-A Term Notes and any other related bank accounts or funds as set forth
in the Trust Sale and Servicing Agreement; 
  
 (ii) instruct the Issuer or any Interested Party to take any action required or permitted under any Specified Support Arrangement; 
  
 (iii) execute and deliver, on behalf of the Issuer for the benefit of any related Securityholders, any and all instruments of satisfaction
or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable
requirements of law, to commence enforcement proceedings with respect to any such Receivable; and 
  

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 (iv) make any filings, reports, notices, applications, registrations with, and seek any
consents or authorizations from, the U.S. Securities and Exchange Commission and any State securities authority on behalf of the Issuer as may be necessary or advisable to comply with any U.S. Federal or State securities law or reporting
requirement. 
  
 (b) The Servicer shall not be obligated to use
separate servicing procedures, offices, employees or accounts for servicing the Receivables in the Accounts in the Pool of Accounts from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other
receivables. The Servicer shall, at its own expense, on or prior to the Initial Closing Date, in the case of the Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, indicate in its computer files
that the Eligible Receivables in the Accounts in the Pool of Accounts have been sold and transferred by GMAC to the Purchaser hereunder and by the Purchaser to the Trust under the Trust Sale and Servicing Agreement. 
  
 (c) Except as otherwise required to comply with all Requirements of Law, the
Servicer may change the terms and provisions of the Floor Plan Financing Agreements or the Floor Plan Financing Guidelines in any respect (including the calculation of the amount or the timing of charge-offs and the rate of the finance charge
assessed thereon), only if: 
  
 (i) in the
reasonable belief of the Servicer, no Early Amortization Event shall occur as a result of such change; 
  
 (ii) such change is made applicable to the comparable segment of any similar portfolio of accounts serviced by the Servicer and not only
to the Accounts in the Pool of Accounts; and 
  
 (iii) in the case of a reduction in the rate of such finance charges, the Servicer (and, if GMAC is not then the Servicer, GMAC) does not reasonably expect any such reduction, after considering amounts due and amounts payable under any
Specified Support Agreements and Investment Proceeds for the related period, to result in the Net Receivables Rate for any Collection Period being less than the sum of (A) the weighted average of the rates of interest payable to all holders of
Securities and (B) the Monthly Servicing Fee for the related period; 
  
 provided,
however, that nothing herein shall prevent the Servicer from modifying the terms of the Floor Plan Financing Agreement with any dealer on a case-by-case basis in a manner consistent with the Floor Plan Financing Guidelines. 
  
 Section 3.03 Servicing Compensation; Payment of Certain Expenses by the
Servicer. The Servicer is entitled to receive the Monthly Servicing Fee as described in the Trust Sale and Servicing Agreement. The Monthly Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for payment in
accordance with the terms of the Trust Sale and Servicing Agreement. Subject to any limitations on the Servicer’s liability under the Trust Sale and Servicing Agreement, the Servicer shall be required to pay all expenses incurred by it in
connection with its activities under this Agreement and the Trust Sale and Servicing 

  

 7 








 
Agreement (including disbursements of the Issuer, fees and disbursements of any trustees, accountants and outside auditors, taxes imposed on the Servicer,
expenses incurred in connection with distributions and reports to Securityholders and all other fees and expenses not expressly stated under this Agreement or the Trust Sale and Servicing Agreement to be for the account of the Securityholders, but
in no event including federal, state and local income and franchise taxes, if any, of the Issuer or any holder of the Securities). 
  
 Section 3.04 Representations, Warranties and Covenants of the Servicer. 
  
 (a) The Servicer hereby makes, and any successor Servicer by its appointment under this Agreement and under the Trust Sale
and Servicing Agreement shall make, on each Closing Date (and on the date of any such appointment) the following representations, warranties and covenants on which the Purchaser relies in accepting and holding the Receivables and the related
Collateral Security hereunder and the Issuer shall rely in acquiring and holding such Receivables and the related Collateral Security under the Trust Sale and Servicing Agreement and in issuing the Securities: 
  
 (i) Organization and Good Standing. The Servicer has
been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware (or, in the case of a Servicer other than GMAC, other applicable law of its jurisdiction of incorporation), with power and
authority to own its properties and to conduct its businesses as such properties are presently owned and such businesses are presently conducted. 
  
 (ii) Due Qualification. The Servicer is duly qualified to do business and, where necessary, is in good standing as a foreign
corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in each jurisdiction in which the conduct of its businesses requires such qualification, except where the failure to so qualify or obtain licenses
or approvals would not have material adverse effect on its ability to perform its obligations under this Agreement. 
  
 (iii) Power and Authority. The Servicer has the power and authority to execute and deliver this Agreement and the Trust Sale and
Servicing Agreement, to carry out the terms of each such agreement and to service the Accounts in the Pool of Accounts and the Receivables arising therein as provided herein and in the Trust Sale and Servicing Agreement, and the execution, delivery
and performance of this Agreement and the Trust Sale and Servicing Agreement have been duly authorized by the Servicer by all necessary corporate action on the part of the Servicer. 
  
 (iv) Binding Obligation. This Agreement constitutes, and the Trust Sale and Servicing Agreement, when
duly executed and delivered by the Servicer, shall constitute, the legal, valid and binding obligation of the Servicer enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereinafter in effect, affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a
proceeding in equity or at law. 
  

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 (v) No Violation. The execution of this Agreement and the consummation of the
transactions contemplated by this Agreement and the Trust Sale and Servicing Agreement by the Servicer and the fulfillment of the terms of this Agreement and the Trust Sale and Servicing Agreement by the Servicer, shall not conflict with, result in
any breach of any of the terms and provisions of or constitute (with or without notice or lapse of time) a default under, the articles of incorporation or by-laws of the Servicer, or any indenture, agreement, mortgage, deed of trust or other
instrument to which the Servicer is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument
(other than pursuant to the Basic Documents), or violate any law or, to the best of the Servicer’s knowledge, any order, rule or regulation applicable to the Servicer of any Governmental Authority having jurisdiction over the Servicer or any of
its properties, except where any such conflict or violation would not have a material adverse effect on its ability to perform its obligations under this Agreement or the Trust Sale and Servicing Agreement. 
  
 (vi) No Proceedings. To the Servicer’s
knowledge, there are no Proceedings or investigations pending, or threatened, against the Servicer before any Governmental Authority having jurisdiction over the Servicer or its properties (A) asserting the invalidity of this Agreement or the Trust
Sale and Servicing Agreement or any Securities issued thereunder, (B) seeking to prevent the issuance of the such Securities, the execution of this Agreement or the consummation of any of the transactions contemplated by this Agreement or the Trust
Sale and Servicing Agreement or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Servicer of its obligations under, or the validity and enforceability of, this Agreement or the Trust Sale and
Servicing Agreement. 
  
 (vii) Compliance with
Requirements of Law. The Servicer shall duly satisfy all obligations on its part to be fulfilled under or in connection with the Receivables and the Accounts to be serviced under this Agreement and the Trust Sale and Servicing Agreement, shall
maintain in effect all qualifications required under Requirements of Law in order to service properly such Receivables and such Accounts and shall comply in all material respects with all Requirements of Law in connection with servicing such
Receivables and such Accounts, except, in each case, where a failure to do so would not have a material adverse effect on the interests of the Securityholders. 
  

(viii) No Rescission or Cancellation. The Servicer shall not permit any rescission or cancellation of any Receivable sold and
assigned to the Purchaser hereunder that the Servicer services under this Agreement and the Trust Sale and Servicing Agreement, except as ordered by a court of competent jurisdiction or other Governmental Authority. 
  
 (ix) Protection of Interested Party Rights. The
Servicer shall take no action, nor omit to take any action, which would impair the rights or interests of Interested Parties in the Receivables sold and assigned to the Purchaser hereunder that the Servicer services under this Agreement and the
Trust Sale and Servicing Agreement or in the related Vehicle Collateral Security nor shall it reschedule, revise or defer payments 

  

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due on any such Receivable except, in each case, in a manner consistent with the Floor Plan Financing Guidelines or as otherwise contemplated herein or in
the Trust Sale and Servicing Agreement. The Servicer shall not permit any such Receivable to become subject to any right of set-off or any offsetting balance. 
  

(x) Negative Pledge. Except for the conveyances hereunder to the Issuer pursuant to the Trust Sale and Servicing Agreement and
the pledge of the Trust Estate to the Indenture Trustee pursuant to the Indenture, and as provided in Section 6.03, the Servicer shall not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to
exist, any Lien on any Receivable sold and assigned to the Purchaser hereunder (and any related Collateral Security), whether now existing or hereafter created, or any interest therein, and the Servicer shall defend the right, title and interest of
the Purchaser, the Issuer and any Interested Party in, to and under such property, whether now existing or hereafter created, against all claims of third parties claiming through or under the Purchaser or the Servicer. The Servicer shall notify the
Purchaser promptly after becoming aware of any Lien on such property other than the conveyances hereunder or under the Trust Sale and Servicing Agreement or the Indenture. 
  
 (b) Notice of Breach. Upon discovery by the Purchaser or the Servicer of a breach of any of the representations,
warranties and covenants set forth in this Section 3.04, the party discovering such breach shall give prompt written notice to the other party. 
  
 (c) Purchase of Receivables. If any covenants of the Servicer under Sections 3.04(a)(vii), (viii), (ix) or (x) has not
been complied with in all material respects with respect to any Eligible Receivable or Account in the Pool of Accounts and such noncompliance has a material adverse effect on the interests of Securityholders or any other Interested Parties in such
Receivable or such Account, the Servicer shall purchase such Receivable (or, in the case of a breach affecting less than the entire principal amount of a Receivable, to the extent of the breach) or all Eligible Receivables under such Account (each,
an “Administrative Receivable”) from the Issuer, on the terms and conditions set forth in this Section 3.04. 
  
 (d) Payment of Purchase Price. The Servicer shall purchase each Administrative Receivable no later than two Business Days (or such other period as
may be agreed by the Applicable Trustee) following discovery by the Servicer (including through the receipt of notice thereof) of the event giving rise to such Administrative Receivable by depositing in the Collection Account, on the date on which
such purchase is deemed to occur, an amount (in immediately available funds) equal to the principal amount of such Receivable plus accrued and unpaid interest thereon through the date of purchase. The amount so deposited with respect to a Receivable
(an “Administrative Purchase Payment”) shall be included in Trust Principal Collections (to the extent of the principal amount of such Receivable) and Interest Collections (as to the remainder of such amount) on such date and shall
be applied in accordance with the terms of this Agreement and the Trust Sale and Servicing Agreement. 
  
 (e) Sole Remedy. The obligation of the Servicer to purchase Receivables as described in this Section 3.04, and to make the deposits required
to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the 

  

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event giving rise to such obligation available to any Securityholders, the Purchaser, the Owner Trustee, the Indenture Trustee or the Issuer. 
  
 Section 3.05 Servicer’s Accounting and Reports. 
  
 (a) On or before each Determination Date, the Servicer shall deliver to the
Purchaser, the Owner Trustee, the Indenture Trustee and the Rating Agencies a Servicer’s Accounting with respect to the immediately preceding Collection Period executed by an Authorized Officer of the Servicer containing all information
necessary for making the allocations, deposits and distributions required by the Trust Sale and Servicing Agreement, the Trust Agreement and the Indenture on the related Distribution Date, and all information necessary to each such party for sending
any statements required to be sent to Securityholders with respect to such Distribution Date under the Trust Sale and Servicing Agreement. 
  
 (b) On each Business Day, the Servicer shall deliver to the Indenture Trustee a Servicer’s Accounting executed by an Authorized Officer of the
Servicer (i) containing the Daily Trust Balance, the Daily Trust Invested Amount and all related amounts to the extent necessary to determine the Cash Collateral Amount for such date as described in Section 4.5(d) of the Trust Sale and
Servicing Agreement and (ii) if any series or class of Securities is then in a Payment Period, Cash Accumulation Period or Rapid Amortization Period, or if the Trust is then in an Early Amortization Period or a Wind Down period, containing such
instructions and computations as are necessary to effect the allocation and application of Principal Collections and other Available Trust Principal on such day. 
  
 (c) At any time that GMAC does not have a long-term rating of at least BBB- from Standard & Poor’s and at least
Baa3 from Moody’s, the Servicer shall identify on a daily basis all Eligible Receivables and, on or before each Determination Date, the Servicer shall deliver to the Owner Trustee a list identifying all Eligible Receivables as of the last day
of the related Collection Period. 
  
 Section 3.06 Pre-Closing
Collections. Within two Business Days after the Closing Date, GMAC shall deliver to the Purchaser all collections on the Receivables in the Accounts in the Pool of Accounts held by GMAC on the Closing Date to the extent such collections would be
required to be on deposit on such date if this Agreement and the Trust Sale and Servicing Agreement had been in effect from and after the Initial Cut-Off Date and the Revolving Period had commenced on such date. The Purchaser hereby directs GMAC to
deposit such amount on its behalf into the Collection Account. 
  
 Section 3.07 Collections Received by GMAC. GMAC hereby agrees to deliver all Collections on the Receivables in the Accounts in the Pool of Accounts received by GMAC from or on behalf of Dealers to the Servicer and consents to the
application, allocation and distribution thereof in accordance with the terms and provisions of this Agreement and the Trust Sale and Servicing Agreement. 
  

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 ARTICLE IV 
 REPRESENTATIONS, WARRANTIES AND COVENANTS 
  
 Section 4.01 Representations and Warranties of GMAC Relating to the Accounts and the Receivables. 
  
 (a) Representations and Warranties. As of the dates set forth below, GMAC makes the following representations and warranties to the Purchaser as to
the Accounts in the Pool of Accounts and the Receivables sold to the Purchaser hereunder, on which the Purchaser relies in accepting such Receivables: 
  
 (i) as of the Initial Cut-Off Date, each Account included in the Pool of Accounts is an Eligible Account; 
  
 (ii) as of the Initial Cut-Off Date, each Receivable that is
identified as an Eligible Receivable and conveyed to the Purchaser on the Initial Closing Date is an Eligible Receivable; 
  
 (iii) as of each Additional Cut-Off Date, each related Additional Account is an Eligible Account and each Receivable arising thereunder
that is identified as an Eligible Receivable and conveyed to the Purchaser on the related Addition Date is an Eligible Receivable; 
  
 (iv) as of each date that Receivables are sold and transferred hereunder pursuant to Section 2.01(b), each Receivable that is
identified as an Eligible Receivable and so conveyed to the Purchaser on such date is an Eligible Receivable; and 
  
 (v) the representations and warranties regarding creation, perfection and priority of security interests in the Receivables, which are
attached to this Agreement as Appendix C, are true and correct to the extent that they are applicable. 
  
 (b) Survival; Notice of Breach. The representations and warranties set forth in this Section 4.01 shall survive the transfer and assignment of the
Eligible Receivables in the Accounts in the Pool of Accounts and related items to the Purchaser from time to time and the subsequent assignment and transfer of its interests therein to the Issuer pursuant to the Trust Sale and Servicing Agreement.
Upon discovery by GMAC or the Purchaser of a breach of any of the representations and warranties set forth in this Section 4.01, the party discovering such breach shall give prompt written notice to the other party. 
  
 (c) Repurchase. GMAC acknowledges that the Purchaser shall assign its
rights and remedies hereunder with respect to the Eligible Receivables arising in the Accounts in the Pool of Accounts to the Issuer under the Trust Sale and Servicing Agreement. GMAC hereby covenants and agrees with the Purchaser that (i) in the
event of a breach of any of GMAC’s representations and warranties contained in Section 4.01(a) with respect to any Receivable or with respect to any Account that materially and adversely affects the interests of the Purchaser or the
Trust in any Receivable or (ii) in the event that the payment of all or a portion of the principal amount of any Receivable held by the Purchaser or the Trust is deferred pursuant to DPP or any other installment sales program or similar arrangement,
unless and to the 

  

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extent such breach or deferral shall have been cured in all material respects, GMAC shall repurchase the interest of the Issuer in such Receivable (to the
extent of such breach or deferral) on the date and for the amount specified in Section 2.5 of the Trust Sale and Servicing Agreement, without further notice from the Purchaser hereunder and without any representation, warranty or recourse
from the Purchaser or the Issuer. Without limiting the generality of the foregoing, a Receivable shall not be an Eligible Receivable, and thus shall be subject to repurchase, if and to the extent that, (A) the Servicer adjusts downward the principal
amount of such Receivable because of a rebate, refund, credit adjustment or billing error to the related Dealer or (B) such Receivable was created in respect of a Vehicle which was refused or returned by the related Dealer. 
  
 (d) Sole Remedy. The obligation of GMAC to repurchase any Receivable
shall constitute the sole remedy respecting the event giving rise to such obligation available to the Purchaser and to any Interested Party. 
  
 Section 4.02 Representations and Warranties of GMAC Relating to GMAC and the Agreement. 
  
 (a) Representations and Warranties. GMAC, in its capacity as seller,
hereby makes as of the Closing Date the following representations and warranties on which the Purchaser relies. The following representations and warranties shall survive the sale, transfer and assignment of the Receivables hereunder: 
  
 (i) Organization and Good Standing. GMAC has been
duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its businesses as such properties are presently owned and such businesses
are presently conducted; 
  
 (ii) Due
Qualification. GMAC is duly qualified to do business and, where necessary, is in good standing as a foreign corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in each jurisdiction in which the
conduct of its businesses requires such qualification, except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations under this Agreement; 
  
 (iii) Power and Authority. GMAC has the power and
authority to execute and deliver this Agreement, to carry out its terms, and to consummate the transactions contemplated herein, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
herein have been duly authorized by GMAC by all necessary corporate action on the part of GMAC; 
  
 (iv) No Violation. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the
fulfillment of the terms of this Agreement by GMAC shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of incorporation or by-laws
of GMAC, or any indenture, agreement, mortgage, deed of trust or other instrument to which GMAC is a party or by 

  

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which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement,
mortgage, deed of trust or other instrument (other than pursuant to the Basic Documents) or violate any law or, to the best of GMAC’s knowledge, any order, rule or regulation applicable to GMAC of any Governmental Authority having jurisdiction
over GMAC or any of its properties, except where any such conflict or violation would not have a material adverse effect on its ability to perform its obligations with respect to the Purchaser or any Interested Party under this Agreement or the
Trust Sale and Servicing Agreement; 
  
 (v) No
Proceedings. To GMAC’s knowledge, there are no Proceedings or investigations pending, or threatened, against GMAC before any Governmental Authority having jurisdiction over GMAC or its properties (A) asserting the invalidity of this
Agreement, the Trust Sale and Servicing Agreement, the Custodian Agreement or the Administration Agreement, (B) seeking to prevent the execution of this Agreement or the consummation of any of the transactions contemplated by this Agreement, the
Trust Sale and Servicing Agreement, the Custodian Agreement or the Administration Agreement or (C) seeking any determination or ruling that might materially and adversely affect the performance by GMAC of its obligations under, or the validity or
enforceability of, this Agreement, the Trust Sale and Servicing Agreement, the Custodian Agreement or the Administration Agreement; 
  
 (vi) Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of GMAC, enforceable against GMAC in
accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general
and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; 
  
 (vii) Record of Accounts. The Schedule of Accounts is an accurate and complete listing in all material respects of all of the
Accounts in the Pool of Accounts as of the Initial Cut-Off Date or the applicable Additional Cut-Off Date, as the case may be, and the information contained therein with respect to the identity of such Accounts is true and correct in all material
respects; and 
  
 (viii) Valid Sale. With
respect to the Initial Accounts, this Agreement and the related assignment to be delivered on the Initial Closing Date or, in the case of Additional Accounts, the related assignment as described in Section 2.03(b), when duly executed and
delivered, shall constitute a valid sale, transfer and assignment to the Purchaser of all right, title and interest of GMAC in, to and under the Eligible Receivables thereunder and the related Vehicle Collateral Security, whether then existing or
thereafter created, and the proceeds thereof, enforceable against creditors of and purchasers from GMAC. To the extent such filings are required therefor, upon the filing of the financing statements described in Section 7.02(a) (and, in the
case of Eligible Receivables hereafter created in the Accounts in the Pool of Accounts and the proceeds thereof, upon the creation thereof) the Purchaser shall have a first priority perfected ownership interest in such property, except for Liens
permitted under Section 4.04(a). Except as otherwise provided in the Trust Sale and Servicing Agreement or this 

  

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Agreement, neither General Motors, GMAC nor any Person claiming through or under General Motors or GMAC has any claim to or interest in the Trust Estate.

  
 (b) Survival; Notice of Breach. The representations and
warranties set forth in this Section 4.02 shall survive the transfer and assignment of the Receivables and related items to the Purchaser hereunder and the subsequent assignment and transfer of its interests therein to the Issuer pursuant to the
Trust Sale and Servicing Agreement. Upon discovery by GMAC or the Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other party. 
  
 (c) Repurchase. If (i) the Purchaser is required to purchase
Receivables and related Collateral Security pursuant to Section 3.1(c) of the Trust Sale and Servicing Agreement and (ii) the condition giving rise to such purchase obligation shall also constitute a breach of a representation or warranty
pursuant to Section 4.02(a), GMAC shall repurchase such Receivables and such Collateral Security and shall pay to the Purchaser, prior to the time the Purchaser is required to pay such amount pursuant to the Trust Sale and Servicing
Agreement, an amount equal to the Reassignment Amount. 
  
 (d)
Sole Remedy. The obligation of GMAC to purchase such Receivables and such Collateral Security pursuant to this Section 4.02 shall constitute the sole remedy available to the Purchaser and to any Interested Party against GMAC respecting
the event giving rise to such obligation. 
  
 Section 4.03
Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to GMAC as of the Closing Date that: 
  
 (a) Organization and Good Standing. The Purchaser has been duly organized and is validly existing as a corporation in good standing under the laws
of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and had at all relevant times, and now has, power, authority and
legal right to acquire and own the Eligible Receivables arising in the Accounts in the Pool of Accounts and the Collateral Security related thereto; 
  
 (b) Due Qualification. The Purchaser is duly qualified to do business and, where necessary, is in good standing as a foreign corporation (or is
exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify
or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations under this Agreement; 
  
 (c) Power and Authority. The Purchaser has the power and authority to execute and deliver this Agreement, to carry out its terms and to consummate
the transactions contemplated herein, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by the Purchaser by all necessary corporate action on the part
of the Purchaser; 
  
 (d) No Violation. The execution of
this Agreement and the consummation of the transactions contemplated by this Agreement by the Purchaser and the fulfillment of the 

  

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terms of this Agreement by the Purchaser shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without
notice or lapse of time) a default under, the certificate of incorporation or by-laws of the Purchaser, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Purchaser is a party or by which it is bound, or result in
the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to the Basic Documents), or violate any law or, to the best of
the Purchaser’s knowledge, any order, rule or regulation applicable to the Purchaser of any Governmental Authority having jurisdiction over the Purchaser or any of its properties, except where any such conflict or violation would not have a
material adverse effect on its ability to perform its obligations with respect to GMAC or any Interested Party under this Agreement or the Trust Sale and Servicing Agreement; 
  
 (e) No Proceedings. To the Purchaser’s knowledge, there are no Proceedings or investigations pending, or
threatened, against the Purchaser before any Governmental Authority having jurisdiction over the Purchaser or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the execution of this Agreement or the consummation
of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Purchaser of its obligations under, or the validity or enforceability of, this
Agreement; and 
  
 (f) Binding Obligation. This Agreement
constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and by general principles or equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

  
 Section 4.04 Covenants of GMAC. GMAC hereby covenants
that: 
  
 (a) Negative Pledge. Except for the conveyances
hereunder and under the Trust Sale and Servicing Agreement and the pledge of the Trust Estate to the Indenture Trustee under the Indenture and as provided in Section 6.03, GMAC shall not sell, pledge, assign or transfer to any other Person,
or grant, create, incur, assume or suffer to exist, any Lien on any Eligible Receivable in any Account in the Pool of Accounts (and any related Vehicle Collateral Security), whether now existing or hereafter created, or any interest therein, and
GMAC shall defend the right, title and interest of the Purchaser and any Interested Party in, to and under such property, whether now existing or hereafter created, against all claims of third parties claiming through or under GMAC. GMAC shall
notify the Purchaser and the Issuer promptly after becoming aware of any Lien on any such property other than the conveyances hereunder or under the Trust Sale and Servicing Agreement or the Indenture. Nothing herein shall prohibit GMAC from
granting, creating, incurring or suffering to exist any Lien on all or any portion of the Retained Property. 
  
 (b) Delivery of Collections. All payments received by GMAC from or on behalf of a Dealer in respect of Receivables in any Accounts in the Pool of
Accounts or any Collateral Security (except as contemplated in Section 6.03 with respect to any property 

  

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constituting Common Collateral that is not Vehicle Collateral Security in connection with any Other Indebtedness) shall be received by GMAC in its capacity
as Servicer, unless GMAC is no longer the Servicer, in which case GMAC shall deliver all such payments to the Servicer as soon as practicable after receipt thereof, but in no event later than two Business Days after receipt thereof. 
  
 (c) Compliance with Requirements of Law. GMAC shall comply in all
material respects with all Requirements of Law applicable to GMAC, except where any such failure to comply would not have a material adverse effect on its ability to perform its obligations under this Agreement. 
  
 (d) No Petition. Neither the Servicer nor GMAC shall at any time
institute against the Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law. 
  
 ARTICLE V 
 CERTAIN MATTERS RELATING TO GMAC 
  
 Section 5.01 Merger or Consolidation of, or Assumption of the Obligations of, GMAC. 
  
 (a) Notwithstanding anything to the contrary in this Agreement, any Person (i) into which GMAC may be merged or consolidated, (ii) resulting from any
merger, conversion or consolidation to which GMAC shall be a party, (iii) succeeding to the business of GMAC or (iv) more than 50% of the voting interests of which is owned, directly or indirectly, by General Motors and which is otherwise
originating receivables, which Person in any of the foregoing cases (other than GMAC as the surviving entity of such merger or consolidation) executes an agreement of assumption to perform every obligation of GMAC, as seller, under this Agreement
and the Trust Sale and Servicing Agreement, shall be the successor to GMAC under this Agreement, as seller, without the execution or filing of any document or any further act on the part of any of the parties to this Agreement or the Trust Sale and
Servicing Agreement, anything in this Agreement to the contrary notwithstanding. 
  
 (b) GMAC shall provide notice of any merger, consolidation or succession pursuant to this Section 5.01 to the Rating Agencies. 
  
 Section 5.02 GMAC Indemnification of the Purchaser. GMAC shall indemnify the Purchaser for any liability as a result
of the failure of an Eligible Receivable sold hereunder to be originated in compliance with all Requirements of Law. This indemnity obligation shall be in addition to any obligation that GMAC may otherwise have. 
  
 Section 5.03 GMAC Acknowledgment of Transfers to the Issuer. By its
execution of the Trust Sale and Servicing Agreement, GMAC acknowledges that the Purchaser shall, pursuant to the Trust Sale and Servicing Agreement, transfer the Receivables purchased hereunder and related Collateral Security to the Issuer and
assign its rights associated therewith under this Agreement to the Issuer, subject to the terms and conditions of the Trust Sale and Servicing Agreement, and that the Issuer shall in turn further pledge, assign or transfer its rights in 

  

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such property and this Agreement to the Indenture Trustee under the Indenture. GMAC further acknowledges that the Purchaser shall assign its rights under the
Custodian Agreement to the Issuer. 
  
 ARTICLE VI

 ADDITIONAL AGREEMENTS 
  
 Section 6.01 Additional Obligations of GMAC and the Purchaser. 
  
 (a) Supplemental Principal Allocations. On or before the Business Day prior to each Monthly Distribution Date for the
Wind Down Period or an Early Amortization Period or the Payment Period for a series of Term Notes, GMAC shall deposit into the Collection Account, on behalf of the Purchaser, an amount equal to the Supplemental Principal Allocation for such Monthly
Distribution Date. Such amount shall be recorded as an advance under the Intercompany Advance Agreement and shall bear interest and be payable as provided therein. 
  
 (b) Removed Accounts. With respect to each Removed Account, if and to the extent that any related Receivable held by
the Trust on the related Removal Commencement Date (determined without giving effect to the special allocation of Principal Collections pursuant to Section 2.8(c) or Section 2.9(b), as applicable, of the Trust Sale and Servicing
Agreement) is charged-off as uncollectible at any time following the related Removal Date, the Purchaser shall pay the amount so charged-off to GMAC. 
  
 Section 6.02 Effect of Involuntary Case Involving GMAC. 
  
 (a) Suspension of Purchases. The Purchaser shall suspend the purchase (and GMAC shall suspend the sale) of Receivables hereunder if either party
shall receive notice at its principal corporate office that GMAC has become an involuntary party to (or has been made the subject of) any proceeding provided for by any insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings of or relating to GMAC or relating to all or substantially all of its property (an “Involuntary Case”). 
  
 (b) Resumption of Purchases. Notwithstanding any cessation or suspension of purchases pursuant to Section 6.02(a), if GMAC or the Purchaser
has obtained an order from the court having jurisdiction over an Involuntary Case approving the continuation of the sale of Receivables by GMAC to the Purchaser and/or approving the sale of Receivables originating in the Accounts in the Pool of
Accounts since the date of the suspension of such sales on the same terms (including Section 6.03 hereof) as, or on terms that do not have a material adverse effect on Securityholders as compared to, the terms in effect prior to the
commencement of such Involuntary Case, and further providing that the Purchaser and any of its transferees (including the Issuer) may rely on such order for the validity and nonavoidance of such transfer (the “Order”), the Purchaser
may resume the purchase (and GMAC may resume the sale) of Receivables pursuant to the terms hereof; provided, however, that so long as such Involuntary Case shall continue, notwithstanding anything in this Agreement to the contrary, the purchase
price of such Receivables (which shall not be less than reasonably equivalent value therefor or greater than the principal balance thereof) shall be paid by the Purchaser to GMAC in cash not later than the same Business Day of any such sale, and
such Receivables shall be considered 

  

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transferred to the Purchaser only to the extent that the purchase price therefor has been paid in cash on the same Business Day. 
  
 (c) Cessation of Purchases. If an Order is obtained but subsequently
is reversed or rescinded or expires, the Purchaser shall immediately cease to purchase (and GMAC shall immediately cease to sell) Receivables hereunder. Notwithstanding anything contained in Section 6.02(b), if an Involuntary Case has not
been dismissed by the first Business Day following the 60 day period beginning on the day on which notice of an Involuntary Case was received by either party, whether or not an Order was obtained, the Purchaser shall not thereafter purchase
Receivables from GMAC hereunder and GMAC shall not thereafter designate Additional Accounts for transfer to the Purchaser or sell Receivables hereunder. 
  
 Section 6.03 Intercreditor Agreements. 
  
 (a) Common Collateral. In connection with loans or advances made or to be made by GMAC to a Dealer from time to time other than pursuant to an
Account (collectively, “Other Indebtedness”), GMAC may have a security interest in property constituting Collateral Security (the “Common Collateral”). 
  
 (b) Agreements of GMAC with respect to Common Collateral. GMAC agrees that with respect to the Receivables of each
Dealer: 
  
 (i) GMAC’s security interest in
any Common Collateral that is Vehicle Collateral Security (and the proceeds thereof) in connection with any Other Indebtedness is subordinate to the security interest therein in connection with such Receivables and assigned to the Purchaser
hereunder; 
  
 (ii) GMAC shall not apply the
proceeds of any such Common Collateral that is Vehicle Collateral Security in connection with any Other Indebtedness in any manner that is materially adverse to the Purchaser or the Issuer and the Securityholders until all required payments in
respect of such Receivable have been made; and 
  
 (iii) in realizing upon any such Common Collateral that is Vehicle Collateral Security in connection with any such Receivables, neither the Purchaser nor the Issuer (nor the Servicer on behalf of either) shall be obligated to protect or
preserve the rights of GMAC in such Common Collateral. 
  
 (c)
Agreements of the Purchaser with respect to Common Collateral. The Purchaser agrees that with respect to the Receivables of each Dealer: 
  
 (i) the Purchaser’s security interest in any Common Collateral that is not Vehicle Collateral Security (and the proceeds thereof) in
connection with such Receivables assigned to the Purchaser hereunder is subordinate to the security interest therein in connection with any Other Indebtedness; 
  

(ii) the Purchaser (or the Servicer on its behalf) shall not apply the proceeds of any such Common Collateral that is not Vehicle
Collateral Security in 

  

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connection with any such Receivables in any manner that is materially adverse to GMAC until all required payments in respect of such Other Indebtedness have
been made; and 
  
 (iii) in realizing upon any
such Common Collateral that is not Vehicle Collateral Security in connection with such Other Indebtedness, GMAC shall not be obligated to protect or preserve the rights of the Purchaser or the Issuer in such Collateral Security. 
  
 (d) Obligations of Issuer. The Trust Sale and Servicing Agreement
shall provide that the Issuer is subject to this Section 6.03. 
  
 (e) Obligations of Assignees and Transferees. If, other than pursuant hereto, GMAC in any manner assigns or transfers any right or obligation with respect to any Other Indebtedness or any property constituting Common Collateral, GMAC
shall make such assignment or transfer subject to the provisions of this Section 6.03 and shall require such assignee or transferee to acknowledge that it takes such assignment or transfer subject to the provisions of this Section 6.03
and to agree that it shall require the same acknowledgment from any subsequent assignee or transferee. 
  
 ARTICLE VII 
 MISCELLANEOUS PROVISIONS 
  
 Section 7.01 Amendment. This Agreement may be amended from time to
time (subject to Section 10.1(g) of the Trust Sale and Servicing Agreement) by a written amendment duly executed and delivered by GMAC and the Purchaser. 
  
 Section 7.02 Protection of Right, Title and Interest in and to Receivables. 
  
 (a) GMAC or the Purchaser or both shall execute and file such financing statements and cause to be executed and filed such
continuation statements or other statements, all in such manner and in such places as may be required by law fully to evidence, preserve, maintain and protect the interest of the Purchaser hereunder in the Eligible Receivables arising in the
Accounts in the Pool of Accounts and the related Collateral Security and in the proceeds thereof (including, without limitation, UCC-1 financing statements on or prior to the Closing Date). GMAC shall deliver (or cause to be delivered) to the
Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. 
  
 (b) Within 60 days after GMAC makes any change in its name, identity or corporate structure that would make any financing statement or continuation
statement filed in accordance with Section 7.02(a) seriously misleading within the meaning of the UCC, GMAC shall give the Purchaser notice of any such change. 
  
 (c) GMAC shall give the Purchaser at least 60 days prior written notice of any relocation of its principal executive office
or change in its jurisdiction of organization if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new


  

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financing statement. GMAC shall at all times maintain its principal executive office and its jurisdiction of incorporation within the United States of
America. 
  
 (d) In connection with the sale and transfer
hereunder of the Receivables in the Accounts in the Pool of Accounts and the related Collateral Security from GMAC to the Purchaser, GMAC shall, at its own expense, on or prior to the Closing Date, in the case of the Initial Accounts, and on or
prior to the applicable Addition Date, in the case of Additional Accounts, (i) indicate in its computer files that the Eligible Receivables in the Accounts in the Pool of Accounts have been sold and transferred, and the Collateral Security assigned,
to the Purchaser pursuant to this Agreement and that such property has been sold and transferred to the Issuer pursuant to the Trust Sale and Servicing Agreement and (ii) deliver to the Purchaser a true and complete list of all such Accounts
specifying for each such Account, as of the Initial Cut-Off Date, in the case of the Initial Accounts, and as of the applicable Additional Cut-Off Date, in the case of Additional Accounts, its account number and the outstanding principal balance of
Eligible Receivables in such Account. Such list, as supplemented from time to time to reflect Additional Accounts, Randomly Selected Accounts and Removed Accounts (including Accounts removed as described in Section 2.05), shall be the
Schedule of Accounts and is hereby incorporated into and made a part of this Agreement. 
  
 (e) The Servicer shall furnish to the Purchaser at any time upon request a list of all Accounts then included in the Pool of Accounts, together with a reconciliation of such list to the Schedule of Accounts as
initially furnished pursuant to the Trust Sale and Servicing Agreement and to each notice furnished before such request indicating removal from or addition to the Accounts in the Pool of Accounts. 
  
 Section 7.03 Costs and Expenses. GMAC agrees to pay all reasonable
out-of-pocket costs and expenses of the Purchaser, including fees and expenses of counsel, in connection with the perfection as against third parties of the Purchaser’s right, title and interest in, to and under the Receivables sold hereunder
and the enforcement of any obligation of GMAC hereunder. 
  
 Section 7.04 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF OR OF ANY OTHER JURISDICTION, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
  
 Section 7.05 Notices. All demands, notices and communications upon or to GMAC, the Purchaser, or any other Person identified in Section 10.3
of the Trust Sale and Servicing Agreement under this Agreement shall be delivered as specified in Appendix B to the Trust Sale and Servicing Agreement. 
  
 Section 7.06 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed enforceable to the fullest extent permitted, and if not so permitted, shall be deemed severable from the remaining 

  

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covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this
Agreement or of any Securities or rights of any Interested Parties. 
  
 Section 7.07 Assignment. Notwithstanding anything to the contrary contained herein, this Agreement may not be assigned by GMAC without the prior written consent of the Purchaser and the Issuer. The Purchaser may assign all or a
portion of its rights, remedies, powers and privileges under this Agreement to the Issuer pursuant to the Trust Sale and Servicing Agreement. 
  
 Section 7.08 Further Assurances. GMAC and the Purchaser agree to do and perform, from time to time, any and all acts and to execute any and all
further instruments required or reasonably requested by the other party to more fully effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the Receivables for filing under
the provisions of the Uniform Commercial Code of any applicable jurisdiction and to evidence the repurchase of any interest in any Receivable by GMAC or the Servicer. 
  
 Section 7.09 No Waiver; Cumulative Remedies. No failure or delay on the part of the Purchaser in exercising any
right, remedy, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under this Agreement preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law. 
  
 Section 7.10 Counterparts. This Agreement may be executed in two or
more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. 
  
 Section 7.11 Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties
hereto, the Interested Parties and their respective successors and permitted assigns. Except as otherwise expressly provided in this Agreement, no other Person shall have any right or obligation hereunder. 
  
 Section 7.12 Merger and Integration. Except as specifically stated
otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended,
waived, or supplemented except as provided herein. 
  
 Section
7.13 Confidential Information. The Purchaser agrees that it shall neither use nor disclose to any Person the names and addresses of Dealers, except in connection with the enforcement of the Purchaser’s rights hereunder, under the Trust
Sale and Servicing Agreement, under the Receivables or as required by law. 
  
 Section 7.14 Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. 
  

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 Section 7.15 Termination. This Agreement (except for Section 5.02) shall terminate
immediately after the termination of the Trust Sale and Servicing Agreement; provided, that if at the time of the termination of the Trust Sale and Servicing Agreement, the Purchaser has not made all payments to GMAC required to be made under
Section 6.01, this Agreement (except for Section 5.02) shall not terminate until immediately after all such payments have been made. 
  
 Section 7.16 No Petition Covenants. Notwithstanding any prior termination of this Agreement, GMAC shall not, prior to the date which is one year
and one day after the final distribution with respect to the Securities to the Note Distribution Account, the Revolver Distribution Account or the Certificate Distribution Account, as applicable, acquiesce, petition or otherwise invoke or cause the
Purchaser to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Purchaser under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the Purchaser or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Purchaser. 
  
 Section 7.17 Jurisdiction. Any action or proceeding arising out of or
relating to this Agreement shall be submitted to the exclusive jurisdiction of any United States Federal or New York State Court sitting in the Borough of Manhattan, New York, New York. 
  
 * * * * 
  

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 IN WITNESS WHEREOF, the
parties hereby have caused this Pooling and Servicing Agreement to be executed by their respective officers thereunto duly authorized as of the date and year first above written. 
  

					
	 GENERAL MOTORS ACCEPTANCE CORPORATION,
 Seller and Servicer

		
	 By:
	 	 /s/ N. L. Bugg

	 	 	 Name:
	 	 N. L. Bugg

	 	 	 Title:
	 	 Director - U.S. Securitization

	
	 WHOLESALE AUTO RECEIVABLES CORPORATION,
 Purchaser

		
	 By:
	 	 /s/ C. J. Vannatter

	 	 	 Name:
	 	 C. J. Vannatter

	 	 	 Title:
	 	 Vice President



  









  
 EXHIBIT A 

 
 LIST OF LOCATIONS OF THE 
 SCHEDULE OF ACCOUNTS 
  
 The Schedule of Accounts is 
 on file at the
offices of: 
  

	1.	The Indenture Trustee 

  

	2.	The Owner Trustee 

  

	3.	General Motors Acceptance Corporation 

  

	4.	Wholesale Auto Receivables Corporation 

  









  
 EXHIBIT B 

 
 FORM OF ASSIGNMENT FOR INITIAL CLOSING DATE 
  
 For value received, in accordance with the Pooling and Servicing Agreement,
dated as of February 24, 2005 (the “Pooling and Servicing Agreement”), between General Motors Acceptance Corporation, a Delaware corporation (“GMAC”), and Wholesale Auto Receivables Corporation, a Delaware
corporation (the “Purchaser”), GMAC does hereby sell, assign, transfer and otherwise convey unto the Purchaser, without recourse, all of its right, title and interest in, to and under all of the Eligible Receivables existing in the
Accounts listed in the Schedule of Accounts as of the close of business on the Initial Cut-Off Date and, so long as each such Account is included in the Pool of Accounts, all Eligible Receivables created or deemed created thereunder on each
Receivables Purchase Date and all monies due or to become due thereon after the Initial Cut-Off Date or such Receivables Purchase Date, as appropriate, all Collateral Security with respect thereto and all amounts received with respect thereto and
all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries). 
  
 The foregoing sale, transfer, assignment and conveyance and any sales, transfers, assignments and conveyances subsequent to the date hereof do not constitute, and are not intended to result in, the creation or an
assumption by the Purchaser of any obligation of the Servicer, GMAC (if GMAC is not the Servicer), General Motors or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including
any obligation to any Dealers. 
  
 It is the intention of GMAC and
the Purchaser that the transfers and assignments contemplated by this Assignment, including transfers and assignments subsequent to the date hereof, shall constitute a sale of the property described herein and in the Pooling and Servicing Agreement
from GMAC to the Purchaser and the beneficial interest in and title to such property shall not be part of GMAC’s estate in the event of the filing of a bankruptcy petition by or against GMAC under any bankruptcy law. 
  
 This Assignment is made pursuant to and upon the representations, warranties
and agreements on the part of the undersigned contained in the Pooling and Servicing Agreement and is to be governed by the Pooling and Servicing Agreement. 
  
 Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Pooling and Servicing Agreement. 
  
 * * * * * 
  









  
 IN WITNESS WHEREOF, the
undersigned has caused this Assignment to be duly executed as of February 24, 2005. 
  

					
	GENERAL MOTORS ACCEPTANCE CORPORATION
		
	 By:
	 	 
	 	 	 Name:
	 	 N. L. Bugg

	 	 	 Title:
	 	 Director - U.S. Securitization



  









  
 EXHIBIT C 

 
 FORM OF ASSIGNMENT FOR EACH ADDITION DATE 
  
 For value received, in accordance with the Pooling and Servicing Agreement,
dated as of February 24, 2005 (the “Pooling and Servicing Agreement”), between General Motors Acceptance Corporation, a Delaware corporation (“GMAC”), and Wholesale Auto Receivables Corporation, a Delaware
corporation (the “Purchaser”), GMAC does hereby sell, assign, transfer and otherwise convey unto the Purchaser, without recourse, with respect to the Additional Accounts to which this Assignment relates, all of its right, title and
interest in, to and under all of the Eligible Receivables as of the close of business on the related Additional Cut-Off Date in such Additional Accounts and, so long as each such Account is included in the Pool of Accounts, all Eligible Receivables
created or deemed created thereunder on each Receivables Purchase Date and all monies due or to become due thereon after such Additional Cut- Off Date or such Receivables Purchase Date, as appropriate, all Collateral Security with respect thereto
and all amounts received with respect thereto and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries). 
  
 The foregoing sale, transfer, assignment and conveyance and any sales, transfers, assignments and conveyances subsequent to the date hereof do not
constitute, and are not intended to result in, the creation or an assumption by the Purchaser of any obligation of the Servicer, GMAC (if GMAC is not the Servicer), General Motors or any other Person in connection with the Accounts, the Receivables
or under any agreement or instrument relating thereto, including any obligation to any Dealers. 
  
 It is the intention of GMAC and the Purchaser that the transfers and assignments contemplated by this Assignment, including transfers and assignments
subsequent to the date hereof, shall constitute a sale of the property described herein and in the Pooling and Servicing Agreement from GMAC to the Purchaser and the beneficial interest in and title to such property shall not be part of GMAC’s
estate in the event of the filing of a bankruptcy petition by or against GMAC under any bankruptcy law. 
  
 This Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Pooling and
Servicing Agreement and is to be governed by the Pooling and Servicing Agreement. 
  
 Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Pooling and Servicing Agreement. 
  
 * * * * * 
  









  
 IN WITNESS WHEREOF, the
undersigned has caused this Assignment to be duly executed as of February 24, 2005 
  

					
	GENERAL MOTORS ACCEPTANCE CORPORATION
		
	 By:
	 	 
	 	 	 Name:
	 	 N. L. Bugg

	 	 	 Title:
	 	 Director - U.S. Securitization



  









  
 EXHIBIT D 

 
 FORM OF OPINION OF COUNSEL 
 WITH RESPECT TO ADDITION OF ACCOUNTS 
  
 Provision to be Included in Opinion of Counsel 
 Delivered Pursuant to Section 2.03(b)(viii) 
 of the Pooling and Servicing Agreement 
  
 The opinion set forth below may be subject to standard qualifications,
assumptions, limitations and exceptions. 
  
 The
Assignment delivered on the Addition Date has been duly authorized, executed and delivered by GMAC, and constitutes the valid and legally binding obligation of GMAC, enforceable against GMAC in accordance with its terms. 
  









  
 APPENDIX A

  
 Definitions and Rules of Construction

  
 Part I 
  
 For ease of reference, capitalized terms defined herein have been
consolidated with and are contained in Appendix A to the Trust Sale and Servicing Agreement of even date herewith among GMAC, Wholesale Auto Receivables Corporation and Superior Wholesale Inventory Financing Trust XI. 
  
 Part II 
  
 For ease of reference, the rules of construction have been consolidated with and are contained in Part II of Appendix A to
the Trust Sale and Servicing Agreement of even date herewith among GMAC, Wholesale Auto Receivables Corporation and Superior Wholesale Inventory Financing Trust XI. 
  









  
 APPENDIX B

  
 Demands, Communications and Notices 

 
 For ease of reference, the notice address and procedures have been
consolidated with and are contained in Part II of Appendix B to the Trust Sale and Servicing Agreement of even date herewith among GMAC, Wholesale Auto Receivables Corporation and Superior Wholesale Inventory Financing Trust XI. 
  









  
 APPENDIX C

  
 Additional Representations and Warranties

  
 1. While it is the intention of GMAC and WARCO that the
transfers and assignments contemplated by this Agreement and the First Step Assignment shall constitute sales of the Trust Assets (as defined herein) from GMAC to WARCO, this Agreement creates a valid and continuing security interest (as defined in
the applicable UCC) in the property described in clauses (a) and (b) of Section 2.01 of this Agreement (the “Trust Assets”) in favor of WARCO, which security interest is prior to all other Liens, and is enforceable as such against
creditors and purchasers from GMAC. 
  
 2. All steps necessary to
perfect GMAC’s security interest against each Obligor in the property securing the Trust Assets have been taken. 
  
 3. The Trust Assets constitute “accounts,” “chattel paper” or “payment intangibles” within the meaning of the applicable
UCC. 
  
 4. GMAC owns and has good and marketable title to the
Trust Assets free and clear of any Liens, claim or encumbrance of any Person. GMAC has received all consents and approvals required by the terms of the Trust Assets as to the sale of the Trust Assets hereunder to WARCO. 
  
 5. GMAC has caused or will have caused, within ten days, the filing of all
appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Assets granted to the WARCO hereunder. 
  
 6. GMAC, as Custodian, has in its possession the Eligible Receivables Files
and holds them in accordance with its customary procedures and any and all other documents that the Servicer or the Seller shall keep on file, in accordance with its customary procedures, relating to the Eligible Receivables. All financing
statements filed or to be filed against GMAC in favor of WARCO in connection herewith describing the Trust Assets contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing
statement will violate the rights of the Secured Party.” 
  
 7. Other than the security interest granted to WARCO pursuant to the Basic Documents, GMAC has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust Assets. GMAC has not authorized the filing of
and is not aware of any financing statements that include a description of collateral covering the Trust Assets other than any financing statement (i) relating to the security interest granted to WARCO, the Issuer and the Indenture Trustee under the
Basic Documents, (ii) that has been terminated, or (iii) that names the Trust as secured party. GMAC is not aware of any judgment or tax lien filings against GMAC. 
  
 8. The representations, warranties and certifications contained in paragraphs 1-7 above shall survive the sales, transfers
and assignments to WARCO. No failure or delay on the part of WARCO in exercising any right, remedy, power or privilege with respect to this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of any right, remedy,
power or privilege with respect to this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.