Officer's Issuance Certificate



 Exhibit 4.1 
  
 OFFICER’S ISSUANCE CERTIFICATE 
  
 Class A Floating Rate Asset Backed Term Notes, Series 2005-B 
  
 The undersigned hereby certifies, pursuant to the Indenture dated as of
June 23, 2005 (the “Indenture”), between Superior Wholesale Inventory Financing Trust XII (the “Issuer” or the “Trust”) and The Bank of New York, a New York banking corporation, as
Indenture Trustee, that there has been established pursuant to and in conformity with resolutions duly adopted by the Board of Directors of Wholesale Auto Receivables Corporation, a Delaware corporation (the “Seller”), a series of
Notes to be issued under and in conformity with the Indenture, which series of Notes 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 Appendix A to the Trust Sale and Servicing Agreement, dated as of June 23, 2005, among the Issuer, the Seller and General Motors Acceptance Corporation (the
“Trust Sale and Servicing Agreement”). 
  

	1.	Designation and Aggregate Principal Amount. 

  

	1.1	The designation of the series of Notes is the Class A Floating Rate Asset Backed Term Notes, Series 2005-B (the “2005-B Class A Term Notes”). The 2005-B
Class A Term Notes shall be in the form set forth in EXHIBIT A hereto. 

  

	1.2	The aggregate principal amount of the 2005-B Class A Term Notes which may be authenticated and delivered under the Indenture (except for 2005-B Class A Term Notes
authenticated and delivered upon registration and transfer of, or in exchange for, or in lieu of, other 2005-B Class A Term Notes pursuant to the Indenture) is $500,000,000. 

  

	1.3	The 2005-B Class A Term Notes shall be issued on the “2005-B Closing Date.” 

  

	2.	Denomination, Form, Book Entry Registration and Transfer Restrictions. 

  


	2.1	Denominations. The 2005-B Class A Term Notes will be issued and authorized in minimum denominations of $1,000 and in integral multiples in excess thereof.


  

	2.2	Book Entry Registration. The 2005-B Class A Term Notes shall initially be issued in book-entry form pursuant to Section 2.10 of the Indenture and
subject to the terms of the Note Depository Agreement attached hereto as Exhibit B. The 2005-B Class A Term Notes will not be Unregistered Notes under Section 2.15 of the Indenture. 

  

	2.3	Clearing Agency. The initial Clearing Agency for the 2005-B Class A Term Notes shall be DTC. 

  

	2.4	Definitive Term Notes. 

  

	2.4.1	No Note Owner shall receive a Definitive Term Note representing such Note Owner’s interest in a 2005-B Class A Term Note, except as provided in Section 2.3 and
Section 2.12 of the Indenture. Unless and until Definitive Term Notes with respect to the 2005-B Class A Term Notes have been issued to such Note Owner pursuant to Section 2.12 of the Indenture, with respect to the
2005-B Class A Term Notes: 

  

	 	(a)	the provisions of this Section 2.4 shall be in full force and effect; 









	 	(b)	the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of the Indenture (including this Officer’s Issuance
Certificate), including the payment of principal of and interest on the 2005-B Class A Term Notes and the giving of instructions or directions hereunder), as the sole Holder of the 2005-B Class A Term Notes and shall have no obligation to
any Note Owner; 

  

	 	(c)	to the extent that the provisions of this Section 2.4 conflict with any other part of the Indenture, the provisions of this Section 2.4 shall
control; 

  

	 	(d)	the rights of such Note Owner shall be exercised only through a Clearing Agency or a Clearing Agency Participant and unless and until Definitive Term Notes are issued for the 2005-B
Class A Term Notes pursuant to Section 2.12 of the Indenture, the initial Clearing Agency shall make book-entry transfers between the Clearing Agency Participants and receive and transmit payments of principal of and interest on the
2005-B Class A Term Notes to such Clearing Agency Participants; and 

  

	 	(e)	whenever the Indenture (including this Officer’s Issuance Certificate) requires or permits actions to be taken based upon instructions or directions of Holders of Notes or
2005-B Class A Term Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the 2005-B Class A Term Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has
(1) received written instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the 2005-B Class A Term Notes and
(2) delivered such instructions to the Indenture Trustee. 

  

	2.4.2	In the event that Definitive Term Notes are issued to the Holders of the 2005-B Class A Term Notes, such Definitive Term Notes shall become void in their entirety unless
presented for payment within a period of 10 years from the relevant date in respect thereof. After the date on which a Note becomes void in its entirety, no claim may be made in respect thereof. In this Section 2.4.2, the “relevant
date” is the date on which a payment first becomes due or (if the full amount of the moneys payable has not been duly received by the Indenture Trustee on or prior to such date) the date on which the full amount of such moneys having been so
received, notice to that effect is duly given to the Holders of the 2005-B Class A Term Notes. 

  

	2.5	Authentication Agent; Note Registrar. 

  

	2.5.1	The initial Authentication Agent for the 2005-B Class A Term Notes will be the Indenture Trustee. 

  

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	2.5.2	The initial Note Registrar for the 2005-B Class A Term Notes will be the Indenture Trustee. 

  

	3.	Specified Support Arrangements. 

  
 With respect to the 2005-B Class A Term Notes, the Specified Support Arrangements consist of the 2005-B Class A Term Note Cash Accumulation
Reserve Fund. 
  

	4.	Allocation and Payment of Interest. 

  

	4.1	Payment of Interest. 

  

	4.1.1	Interest on the outstanding principal balance of the 2005-B Class A Term Notes will be payable in arrears by the Trust. Interest will accrue from and including the 2005-B
Closing Date, or from and including the most recent Monthly Distribution Date on which payment has been made, to but excluding the current Monthly Distribution Date. Interest accrued as of any Monthly Distribution Date, but not paid on such Monthly
Distribution Date, will be due on the next Monthly Distribution Date. 

  

	4.1.2	Interest on the 2005-B Class A Term Notes will accrue at a rate equal to One-Month LIBOR plus 0.20% per annum and will be payable on each Monthly Distribution Date, and
will be calculated on the basis of the Actual/360 Day Count. 

  

	4.1.3	Notwithstanding the foregoing Sections 4.1.1 and 4.1.2, interest will be payable from, and only to the extent of, amounts paid by the Trust to the Term Note
Distribution Account with respect to Section 4.2(b) hereof. 

  

	4.2	Application of the 2005-B Class A Term Notes Monthly Available Amount. 

  

	 	(a)	Pursuant to Section 4.5(c)(i) of the Trust Sale and Servicing Agreement, on each Monthly Distribution Date the following funds (collectively, the “2005-B
Class A Term Notes Monthly Available Amount”) will be withdrawn by the Indenture Trustee, based upon the Servicer’s Accounting for such Monthly Distribution Date, from the account in which such funds are held, for application
pursuant to Section 4.2(b) of this Officer’s Issuance Certificate: 

  

	 	(1)	the Trust Interest Allocation of the 2005-B Class A Term Notes; 

  

	 	(2)	all 2005-B Class A Term Note Distribution Principal Subaccount Earnings; 

  


	 	(3)	all 2005-B Class A Term Note Cash Accumulation Account Earnings; and 

  

	 	(4)	if a Cash Accumulation Period has commenced and is continuing for the 2005-B Class A Term Notes and if the amounts specified in the foregoing subclauses (1) through
(3) are less than the 2005-B Class A Term Notes Noteholders’ Interest for such Monthly Distribution Date, then the lower of the following amounts: 

  

	 	(x)	the 2005-B Class A Term Note Cash Accumulation Reserve Fund Release Amount; and 

  

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	 	(y)	the amount of funds on deposit in the 2005-B Class A Term Note Cash Accumulation Reserve Fund. 

  

	 	(b)	The Indenture Trustee, based upon the Servicer’s Accounting for such Monthly Distribution Date, will apply the 2005-B Class A Term Notes Monthly Available Amount on such
Monthly Distribution Date as follows: 

  

	 	(1)	the lower of 

  

	 	(x)	the 2005-B Class A Term Notes Monthly Available Amount; and 

  

	 	(y)	an amount equal to the 2005-B Class A Term Notes Noteholders’ Interest for the related Monthly Distribution Date 

  
 shall be transferred to the Term Note Distribution Account for payment of
interest on the 2005-B Class A Term Notes. 
  
 Any shortfall
of the 2005-B Class A Term Notes Monthly Available Amount below the 2005-B Class A Term Notes Noteholders’ Interest for such Monthly Distribution Date shall constitute a “Series Shortfall” for the 2005-B Class A
Term Notes. Any excess of the 2005-B Class A Term Notes Monthly Available Amount for a Monthly Distribution Date over the 2005-B Class A Term Notes Noteholders’ Interest for such Monthly Distribution Date will constitute a
“Remaining Interest Amount”. 
  

	5.	Allocations and Payments in Respect of Principal. 

  

	5.1	General. 

  

	5.1.1	During the Revolving Period, until the commencement of either the Payment Period for the 2005-B Class A Term Notes or a Rapid Amortization Period for the 2005-B Class A
Term Notes which is not an Early Amortization Period for the Trust, no payments of principal on the 2005-B Class A Term Notes shall be required or made and Available Trust Principal shall not be set aside for such purpose.


  

	5.1.2	For the 2005-B Class A Term Notes, there shall be no Required Payments or Servicer Liquidity Advances as contemplated by Section 4.5(e) of the Trust Sale and
Servicing Agreement, and the term “Priority Payment Amount” shall have no effect. 

  

	5.1.3	For purposes of Section 6.2(b)(iv) of the Trust Sale and Servicing Agreement, the period of time which begins upon the commencement of a Payment Period, Cash
Accumulation Period or Rapid Amortization Period for the 2005-B Class A Term Notes and which ends upon the occurrence of the Fully Funded Date with respect to the 2005-B Class A Term Notes shall constitute a “Daily Remittance
Period.” 

  

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	5.1.4	During any period in which funds are being set aside or paid out in respect of the outstanding principal balance of the 2005-B Class A Term Notes, no amount shall be set aside
or paid to the extent that it would cause the total amount so set aside or paid to exceed the outstanding principal balance of the 2005-B Class A Term Notes. 

  

	5.2	Deposits of Principal Collections. 

  

	5.2.1	During Payment Period. On each day during the Payment Period until the Fully Funded Date for the 2005-B Class A Term Notes occurs, the Servicer will instruct the
Indenture Trustee to withdraw from the Collection Account and deposit in the 2005-B Class A Term Note Distribution Principal Subaccount for the 2005-B Class A Term Notes, the Principal Allocation Percentage of Available Trust Principal
allocated to the 2005-B Class A Term Notes on such day pursuant to the applicable clause of Section 4.5(d) of the Trust Sale and Servicing Agreement. 

  

	5.2.2	During Cash Accumulation Period. On each day during a Cash Accumulation Period until the Fully Funded Date for the 2005-B Class A Term Notes occurs, the Servicer
will instruct the Indenture Trustee to withdraw from the Collection Account and deposit in the 2005-B Class A Term Note Cash Accumulation Account the Principal Allocation Percentage of Available Trust Principal allocated to the 2005-B
Class A Term Notes on such day pursuant to the applicable clause of Section 4.5(d) of the Trust Sale and Servicing Agreement until the amount on deposit in the 2005-B Class A Term Note Cash Accumulation Account equals the
outstanding principal balance of the 2005-B Class A Term Notes. The Trust will use amounts in the 2005-B Class A Term Note Cash Accumulation Account only to make payments as provided in this Officer’s Issuance Certificate.


  

	5.2.3	During Rapid Amortization Period. During a Rapid Amortization Period, the following will occur: 

  

	 	(a)	Immediately upon the commencement of a Rapid Amortization Period, the Indenture Trustee shall withdraw any amounts held in the 2005-B Class A Term Note Cash Accumulation
Account or the 2005-B Class A Term Note Distribution Principal Subaccount for the 2005-B Class A Term Notes (other than Investment Proceeds thereon) and deposit such amounts into the Term Note Distribution Account for distribution to the
2005-B Class A Term Notes; and 

  

	 	(b)	On each day, the Servicer shall instruct the Indenture Trustee to withdraw from the Collection Account and deposit into the Term Note Distribution Account for the 2005-B
Class A Term Notes the Principal Allocation Percentage of Available Trust Principal allocated to the 2005-B Class A Term Notes pursuant to the applicable clause of Section 4.5(d) of the Trust Sale and Servicing Agreement.


  

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 The amount of funds deposited into the Term Note Distribution Account for the 2005-B Class A Term Notes pursuant to
the preceding clause (b) during a Collection Period or on the related Monthly Distribution Date occurring during a Rapid Amortization Period shall constitute the “Available Principal Funds” with respect to such Monthly
Distribution Date. 
  

	5.3	Distributions in Respect of Principal. 

  

	5.3.1	2005-B Class A Term Note Targeted Final Payment Date. On the 2005-B Class A Term Note Targeted Final Payment Date, unless a Rapid Amortization Period for the
2005-B Class A Term Notes has earlier commenced, the Indenture Trustee shall withdraw from the 2005-B Class A Term Note Distribution Principal Subaccount (or, if a Cash Accumulation Period is then in effect, from the 2005-B Class A
Term Note Cash Accumulation Account) and pay to the Holders of the 2005-B Class A Term Notes the lower of: 

  

	 	(a)	the outstanding principal balance the 2005-B Class A Term Notes and 

  

	 	(b)	the amount of funds available in the 2005-B Class A Term Note Distribution Principal Subaccount (or, if a Cash Accumulation Period is then in effect, the 2005-B Class A
Term Note Cash Accumulation Account) on such Monthly Distribution Date. 

  

	5.3.2	Following the 2005-B Class A Term Note Targeted Final Payment Date. If the amount paid to the Holders of the 2005-B Class A Term Notes on the 2005-B
Class A Term Note Targeted Final Payment Date was less than the outstanding principal balance of the 2005-B Class A Term Notes on the 2005-B Class A Term Note Targeted Final Payment Date and if a Rapid Amortization Period is not then
in effect, then on each Monthly Distribution Date thereafter, the Servicer shall instruct the Indenture Trustee to withdraw from the 2005-B Class A Term Note Distribution Principal Subaccount for payment to the Holders of the 2005-B
Class A Term Notes the amount of the Available Trust Principal allocated to the 2005-B Class A Term Notes and deposited in the 2005-B Class A Term Note Distribution Principal Subaccount pursuant to Section 5.2.1.


  

	5.3.3	During Rapid Amortization Period. On each Monthly Distribution Date related to a Rapid Amortization Payment Date, the Indenture Trustee (based on the Servicer’s
Accounting for such Monthly Distribution Date) shall apply the lower of the Available Principal Funds for such Monthly Distribution Date and the outstanding principal balance of the 2005-B Class A Term Notes on the last day of the related
Collection Period to the Term Note Distribution Account on such Monthly Distribution Date. 

  

	6.	Payment Period, Rapid Amortization Period and Cash Accumulation Period. 

  

	6.1	Payment Period. 

  

	6.1.1	Unless a Cash Accumulation Period or a Rapid Amortization Period for the 2005-B Class A Term Notes has commenced and is continuing, the Payment Period for the


  

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 2005-B Class A Term Notes will commence upon a date that is no earlier than January 1, 2008 and
no later than May 1, 2008 (the “Latest Commencement Date”). On the Determination Date in December 2007 and on each Determination Date thereafter before the commencement of the Payment Period, the Servicer will determine the
date, if any, on which the Payment Period shall commence prior to the Latest Commencement Date, by calculating the Required Payment Period Length. The Payment Period will commence with the first day of the Collection Period which follows the first
Determination Date on which the Required Payment Period Length is equal to or greater than the number of full Collection Periods remaining between such Determination Date and the 2005-B Class A Term Note Targeted Final Payment Date. 

 
 The “Required Payment Period Length” as
of a Determination Date, is calculated as follows (rounded up in all cases to the nearest whole integer): 
  

					
	 Required
 Payment Period
 Length
	  	=	  	                                     Outstanding Principal
Balance


	  	  	     Recent Minimum Daily Trust Balance x Minimum Monthly Payment Rate

	  	 	  	 

  
 where,
for purposes of this equation only: 
  
 “Outstanding
Principal Balance” is the outstanding principal balance or certificate balance of all 2005 Term Notes and all other Notes and Certificates with scheduled Payment Periods during the Payment Period for the 2005 Term Notes; 
  
 “Recent Minimum Daily Trust Balance” is the minimum
expected Daily Trust Balance during the period between such Determination Date and May 31, 2008 as determined by the Servicer; and 
  
 “Minimum Monthly Payment Rate” is the minimum Monthly Payment Rate during the twelve Collection Periods preceding such Determination
Date. 
  

	6.1.2	The Payment Period for the 2005-B Class A Term Notes will terminate upon the earliest of (1) the occurrence of a Cash Accumulation Event, (2) the occurrence of the
Fully Funded Date for the 2005-B Term Notes, and (3) the occurrence of a Rapid Amortization Event. 

  

	6.1.3	If the Payment Period for the 2005-B Class A Term Notes shall be terminated upon the occurrence of an Early Amortization Event described in clauses (i) or
(k) of Section 9.1 of the Trust Sale and Servicing Agreement and no other Early Amortization Event has occurred, such Payment Period shall be recommenced if the Seller elects to recommence the Revolving Period as described in
Section 9.5(a) of the Trust Sale and Servicing Agreement. If the Payment Period for the 2005-B Class A Term Notes shall be terminated upon the commencement of the Wind Down Period prior to the Final Revolving Period Termination
Date, such Payment Period shall be recommenced, if the Seller elects to recommence the Revolving Period as described in Section 9.5(b) of the Trust Sale and Servicing Agreement. 

  

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	6.2	Rapid Amortization Period. 

  

	6.2.1	“Rapid Amortization Period” for the 2005-B Class A Term Notes will commence upon the occurrence of a Rapid Amortization Event and will end upon the earliest to
occur of (i) the date on which the 2005-B Class A Term Notes are paid in full and (ii) the Trust Termination Date. 

  

	6.2.2	“Rapid Amortization Event” for the 2005-B Class A Term Notes means any of the following events: 

  

	 	(a)	the occurrence of any of the Early Amortization Events set forth in Sections 9.1(a), (b) and (c) of the Trust Sale and Servicing Agreement,


  

	 	(b)	either the Trust or the Seller becomes required to register as an “investment company” within the meaning of the Investment Company Act, 

  

	 	(c)	on any Monthly Distribution Date, the balance in the 2005-A Class A Term Note Cash Accumulation Reserve Fund is less than $1,229,167 after giving effect to all withdrawals and
additions on that Monthly Distribution Date, 

  

	 	(d)	on any Monthly Distribution Date, the balance in the 2005-B Class A Term Note Cash Accumulation Reserve Fund is less than $500,000 after giving effect to all withdrawals and
additions on that Monthly Distribution Date, 

  

	 	(e)	on any Monthly Distribution Date, the balance in the Class B Term Note Cash Accumulation Reserve Fund is less than $157,352 after giving effect to all withdrawals and additions on
that Monthly Distribution Date, 

  

	 	(f)	on any Monthly Distribution Date, the balance in the Class C Term Note Cash Accumulation Reserve Fund is less than $97,460 after giving effect to all withdrawals and additions on
that Monthly Distribution Date, 

  

	 	(g)	on any Monthly Distribution Date, the balance in the Class D Term Note Cash Accumulation Reserve Fund is less than $177,200 after giving effect to all withdrawals and additions on
that Monthly Distribution Date, or 

  

	 	(h)	any other event defined as a Rapid Amortization Event for any other series of Term Notes of the Trust. 

  

	6.3	Cash Accumulation Period. 

  

	6.3.1	A “Cash Accumulation Period” for the 2005 Term Notes, including the 2005-B Class A Term Notes, will commence upon the occurrence of a Cash Accumulation Event
and will terminate on the earliest to occur of: 

  

	 	(a)	the date on which the 2005 Term Notes are paid in full, 

  

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	 	(b)	the occurrence of a Rapid Amortization Event for the 2005 Term Notes or the 2005-A Class A Term Notes, 

  

	 	(c)	the Trust Termination Date, and 

  

	 	(d)	the date on which, pursuant to Section 9.5(a) of the Trust Sale and Servicing Agreement, the Revolving Period recommences. 

  

	6.3.2	“Cash Accumulation Event” for the 2005 Term Notes, including the 2005-B Class A Term Notes, means any of the following events: 

  

	 	(a)	any of the Early Amortization Events that is not also a Rapid Amortization Event, and 

  

	 	(b)	the commencement of the Wind Down Period. 

  

	6.3.3	If a Cash Accumulation Period commences as a result of the occurrence of an Early Amortization Event described in clauses (i) or (k) of Section 9.1 of
the Trust Sale and Servicing Agreement and no other Early Amortization Event has occurred, such Cash Accumulation Period may be terminated, and the Revolving Period may be recommenced, if the Seller elects to recommence the Revolving Period as
described in Section 9.5(a) of the Trust Sale and Servicing Agreement. 

  

	7.	No Optional or Mandatory Purchase or Redemption. 

  
 The 2005-B Class A Term Notes are not subject to optional or mandatory purchase or redemption by the Issuer, and the terms “Redemption
Price” and “Redemption Date” shall have no application to the 2005-B Class A Term Notes. 
  

	8.	2005-B Class A Term Note Cash Accumulation Reserve Fund. 

  

	8.1	The Seller, for the benefit of the holders of the 2005-B Class A Term Notes, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the
“2005-B Class A Term Note Cash Accumulation Reserve Fund”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders of the 2005-B Class A Term Notes. The 2005-B
Class A Term Note Cash Accumulation Reserve Fund shall be a Designated Account. 

  

	8.2	On the 2005-B Closing Date, the Seller shall deposit the 2005-B Class A Term Note Cash Accumulation Reserve Fund Initial Deposit into the 2005-B Class A Term Note Cash
Accumulation Reserve Fund. The Seller, in its sole discretion, may at any time make additional deposits into the 2005-B Class A Term Note Cash Accumulation Reserve Fund. Upon the occurrence of a Rapid Amortization Event or the 2005-B
Class A Term Note Targeted Final Payment Date, amounts remaining in the 2005-B Class A Term Note Cash Accumulation Reserve Fund shall be transferred to the Reserve Fund. 

  

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	8.3	The Investment Proceeds of the 2005-B Class A Term Note Cash Accumulation Reserve Fund shall not constitute Shared Investment Proceeds. 

  

	8.4	On each Monthly Distribution Date, if the funds in the 2005-B Class A Term Note Cash Accumulation Reserve Fund, after giving effect to all other distributions or allocations on
that Monthly Distribution Date, exceed the 2005-B Class A Term Note Cash Accumulation Reserve Fund Required Amount, then such excess shall be distributed first to the Servicer to reimburse any Servicer Advances and second to the Seller.


  
 In connection with the issuance of the 2005-A
Term Notes, the seller established separate cash accumulation reserve funds for each class of 2005-A Term Notes for the benefit of the holders of each class of 2005-A Term Notes. The holders of the 2005-B Class A Term Notes will have no rights
to those cash accumulation reserve funds and the holders of the 2005-A Term Notes have no rights to the 2005-B Class A Term Note Cash Accumulation Reserve Fund. 
  

	9.	2005-B Class A Term Note Cash Accumulation Account. 

  

	9.1	The Servicer, for the benefit of the Holders of the 2005-B Class A Term Notes, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account
(the “2005-B Class A Term Note Cash Accumulation Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders of the 2005-B Class A Term Notes. The 2005-B
Class A Term Note Cash Accumulation Account shall be a Designated Account. 

  

	9.2	2005-B Class A Term Note Cash Accumulation Account Earnings shall not constitute Shared Investment Proceeds. 

  

	10.	Term Note Distribution Account. 

  

	10.1	The Servicer, for the benefit of the holders of the 2005 Term Notes, has established and maintained, and will establish and maintain, in the name of the Indenture Trustee an
Eligible Deposit Account (the “Term Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the holders of the 2005 Term Notes, including the 2005-B
Class A Term Notes. The Term Note Distribution Account shall be a Designated Account. 

  

	10.2	Upon the commencement of the Payment Period for the 2005 Term Notes, including the 2005-B Class A Term Notes, the Servicer shall instruct the Indenture Trustee to establish a
subaccount of the Term Note Distribution Account, which subaccount shall be known as the “2005-B Class A Term Note Distribution Principal Subaccount”. 

  

	10.3	Investment Proceeds from the Term Note Distribution Account and the 2005-B Class A Term Note Distribution Principal Subaccount shall not constitute Shared Investment Proceeds.


  

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	11.	Pledge of the 2005-B Class A Term Notes Account Property. 

  
 In order to provide for timely payments in accordance with Section 4.5 of the Trust Sale and Servicing Agreement and the terms of the 2005-B
Class A Term Notes, to assure the availability for the benefit of the 2005-B Class A Term Noteholders, of the amounts maintained in the 2005-B Class A Term Note Cash Accumulation Reserve Fund, the 2005-B Class A Term Note Cash
Accumulation Account, and the Term Note Distribution Account, and as security for the performance by the Seller of its obligations hereunder, the Seller on behalf of itself and its successors and assigns (with respect to the property described in
clauses (a) and (b) below), and the Trust (with respect to the property described in clauses (c) and (d) below), each hereby pledges to the Indenture Trustee and its successors and assigns, all its right, title and interest in
and to: 
  

	 	(a)	the 2005-B Class A Term Note Cash Accumulation Reserve Fund and the Cash Accumulation Reserve Funds (or other Specified Support Arrangements) for any other Series of
Class A Term Notes and all proceeds of the foregoing, including, without limitation, all other amounts and investments held from time to time in such accounts (whether in the form of deposit accounts, Physical Property, book-entry securities,
uncertificated securities or otherwise), 

  

	 	(b)	the 2005-B Class A Term Note Cash Accumulation Reserve Fund Initial Deposit and all proceeds thereof, 

  

	 	(c)	the 2005-B Class A Term Note Cash Accumulation Account and all proceeds of the foregoing, including, without limitation, all other amounts and investments held from time to
time in such accounts (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise), and 

  

	 	(d)	the Term Note Distribution Account and all proceeds of the foregoing, including, without limitation, all other amounts and investments held from time to time in the Term Note
Distribution Account (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise), 

  

(collectively, the “2005-B Class A Term Notes Account Property”), to have and to hold all the aforesaid property, rights and
privileges unto the Indenture Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Officer’s Issuance Certificate and in Section 4.6 of the Trust Sale
and Servicing Agreement. The Indenture Trustee shall hold and distribute the 2005-B Class A Term Notes Account Property in accordance with the terms and provisions of the Trust Sale and Servicing Agreement. By its authentication of the 2005-B
Class A Term Notes, the Indenture Trustee acknowledges and accepts such trusts as are specified herein with respect to the 2005-B Class A Term Notes Account Property. 
  

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 * * * * 
  
 The undersigned has read or has caused to be read the Indenture, including the provisions of Section 2.1 and the definitions relating thereto,
and the resolutions adopted by the Board of Directors referred to above. Based on such examination, the undersigned has, in the undersigned’s opinion, made such examination or investigation as is necessary to enable the undersigned to express
an informed opinion as to whether all conditions precedent set forth in the Indenture and the other Basic Documents relating to the establishment of the form and terms of a series of Notes under the Indenture have been complied with. In the opinion
of the undersigned, all such conditions precedent have been complied with in respect of the 2005-B Class A Term Notes. 
  
 * * * * 
  

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 IN WITNESS WHEREOF, the undersigned has hereunto executed this Officer’s Issuance Certificate as of
December 7, 2005. 
  

			
	WHOLESALE AUTO RECEIVABLES CORPORATION
		
	By:	 	 /s/ C.J. Vannatter


	Name:	 	C. J. Vannatter
	Title:	 	Vice President


  

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 APPENDIX 1 
 to 
 OFFICER’S ISSUANCE CERTIFICATE 
 FOR THE 2005-B CLASS A TERM NOTES 
  
 Definitions. 
  
 1. Reference to
General Rule. 
  
 Capitalized terms used herein and not
defined shall have the meanings assigned to such terms in the Indenture and in Appendix A to the Trust Sale and Servicing Agreement dated as of June 23, 2005 among General Motors Acceptance Corporation, as Servicer, Wholesale Auto Receivables
Corporation, as Seller, and Superior Wholesale Inventory Financing Trust XII, as Issuer. All references herein to “the Officer’s Issuance Certificate” are to the Officer’s Issuance Certificate with respect to the 2005-B
Class A Term Notes, dated December 7, 2005. 
  
 2. Definitions
Specific to the 2005-B Class A Term Notes. 
  
 The
following terms are defined with respect to the 2005-B Class A Term Notes only, are not defined in Appendix A to the Trust Sale and Servicing Agreement and, when used in the Basic Documents, shall have the defined meanings set forth below:

  
 2005 Term Notes: The 2005-A Term Notes and the 2005-B
Class A Term Notes. 
  
 2005-A Term Notes: The
Class A Floating Rate Asset Backed Term Notes, Series 2005-A, the Class B Floating Rate Asset Backed Term Notes, Series 2005-A, the Class C Floating Rate Asset Backed Term Notes, Series 2005-A, and the Class D Floating Rate Asset Backed Term
Notes, Series 2005-A. 
  
 2005-B Class A Term Note Cash
Accumulation Reserve Fund Initial Deposit: $4,467,000. 
  
 2005-B Class A Term Notes Interest Rate: The interest rate specified in Section 4.1.2 of the Officer’s Issuance Certificate. 
  
 2005-B Class A Term Notes Monthly Available Amount: The funds collectively described as such in
Section 4.2(a) of the Officer’s Issuance Certificate. 
  
 2005-B Class A Term Notes Noteholders’ Interest: For any Monthly Distribution Date, the sum of: 
  
 (a) the product of (1) the outstanding principal balance (without reduction for unreimbursed Trust Charge-Offs and Reallocated Principal Amounts) of
the 2005-B Class A Term Notes on the last day of the related Collection Period (or, for the first Monthly Distribution Date for the 2005-B Class A Term Notes, the outstanding principal balance of the 2005-B Class A Term Notes as of
the 2005-B Closing Date), and (2) the 2005-B Class A Term Note Interest Rate for such Monthly Distribution Date, and (3) the Actual/360 Day Count; and 







 (b) the excess of the 2005-B Class A Term Notes Noteholders’ Interest with respect to the
2005-B Class A Term Notes for the preceding Monthly Distribution Date over the amount that was actually deposited in the Term Note Distribution Account on the preceding Monthly Distribution Date for the payment of interest on the 2005-B
Class A Term Notes. 
  
 2005-B Closing Date:
December 7, 2005. 
  
 2005-B Class A Term Note
Distribution Principal Subaccount: The subaccount of the Term Note Distribution Account established in Section 10.2 of the Officer’s Issuance Certificate. 
  
 2005-B Class A Term Note Distribution Principal Subaccount Earnings: For a Monthly Distribution Date, any
Investment Proceeds in respect of funds in the 2005-B Class A Term Note Distribution Principal Subaccount during the related Collection Period. 
  
 2005-B Class A Term Note Stated Final Payment Date: The Monthly Distribution Date in June 2010. 
  
 2005-B Class A Term Note Targeted Final Payment Date: The Monthly
Distribution Date in June 2008. 
  
 Available Principal
Funds: Has the meaning set forth in Section 5.2.3 of the Officer’s Issuance Certificate. 
  
 3. Specification for 2005-B Class A Term Notes of Terms Defined in Appendix A to the Trust Sale and Servicing Agreement. 
  
 The following terms, when used in the Indenture, the Trust Sale and Servicing Agreement and/or other Basic Documents, with
respect to the 2005-B Class A Term Notes, shall have the meanings set forth below (and, if used in the Officer’s Issuance Certificate, shall be used with respect to the 2005-B Class A Term Notes only, except where expressly indicated
otherwise): 
  
 Actual/360 Day Count: For the computation
of accrued interest, means a fraction, the numerator of which is the actual number of days elapsed during the period from and including the preceding Monthly Distribution Date (or, on the first Monthly Distribution Date after the 2005-B Closing
Date, from and including the 2005-B Closing Date), to but excluding the current Monthly Distribution Date, and the denominator of which is 360. 
  
 Cash Accumulation Event: Any of the events set forth as such in Section 6.3.2 of the Officer’s Issuance Certificate. 

 
 Cash Accumulation Period: A period described as such in
Section 6.3.1 of the Officer’s Issuance Certificate. 
  
 Daily Remittance Period: Has the meaning set forth in Section 5.1.3 of the Officer’s Issuance Certificate. 
  
 Fully Funded Date: The day on which, for the 2005-B Class A Term Notes, 








	 	(1)	the sum of the amount on deposit in the 2005-B Class A Term Note Cash Accumulation Account and in the 2005-B Class A Term Note Distribution Principal Subaccount for the
2005-B Class A Term Notes for the payment of principal equals the outstanding principal balance of the 2005-B Class A Term Notes, or 

  

	 	(2)	the 2005-B Class A Term Notes have been paid in full. 

  
 Noteholders’ Interest: For any Monthly Distribution Date, with respect to the 2005-B Class A Term Notes, the 2005-B Class A Term
Notes Noteholders’ Interest. 
  
 Payment Period: The
period described as such in Section 6.1 of the Officer’s Issuance Certificate. 
  
 Rapid Amortization Event: Any of the events set forth as such in Section 6.2.2 of the Officer’s Issuance Certificate. 

 
 Rapid Amortization Payment Date: Each Monthly Distribution Date,
commencing with the Monthly Distribution Date related to the first full calendar month following the commencement of the Rapid Amortization Period and continuing until the earlier of the date that the 2005 Term Notes are paid in full or the Trust
Termination Date. 
  
 Rapid Amortization Period: The period
described as such in Section 6.2.1 of the Officer’s Issuance Certificate. 
  
 Remaining Interest Amount: The amount described as such in Section 4.2 of the Officer’s Issuance Certificate. 
  
 Required Payment Period Length: With respect to the Payment Period, the period of time described in
Section 6.1.1 of the Officer’s Issuance Certificate. 
  
 Series Shortfall: The amounts designated as such in Section 4.2 of the Officer’s Issuance Certificate. 
  
 Term Note Distribution Account: The account designated as such, established and maintained pursuant to Section 10.1 of the
Officer’s Issuance Certificate and Section 6.1(a)(ii) of the Trust Sale and Servicing Agreement. 







 EXHIBIT A 
  
 [FORM OF 2005-B CLASS A TERM NOTE] 
  

			
	 REGISTERED
	 	[$            ]
		
	 No. R-    
	 	 

  
 SEE REVERSE FOR
CERTAIN DEFINITIONS 
  
 CUSIP NO.
[            ] 
  
 Unless this 2005-B Class A Term Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of
transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

  
 THE PRINCIPAL OF THIS 2005-B CLASS A TERM NOTE IS PAYABLE AS
SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. 
  
 SUPERIOR WHOLESALE INVENTORY FINANCING TRUST XII 
  
 CLASS A FLOATING RATE ASSET BACKED TERM NOTE, SERIES 2005-B 
  
 SUPERIOR WHOLESALE INVENTORY FINANCING TRUST XII, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as
the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns (the “Noteholder”), the principal sum of
[                    ($                  
  )] at the times specified and in the amounts specified in the Indenture (as defined on the reverse side of this 2005-B Class A Term Note); provided that the entire outstanding principal amount of this 2005-B Class A Term
Note shall be due and payable on the Monthly Distribution Date (as defined on the reverse side of this 2005-B Class A Term Note) in June 2010 (the “Stated Final Payment Date”). The Issuer shall pay interest on this 2005-B
Class A Term Note on the dates, in the amounts and in the manner set forth in the Indenture. 
  
 The principal of and interest on this Note are payable in such coin or currency of the United States of America which, at the time of payment, is legal
tender for payment of public and private debts. 







 Reference is made to the further provisions of this 2005-B Class A Term Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on the face of this 2005-B Class A Term Note. 
  
 Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this 2005-B
Class A Term Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. 
  
 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer. 
  
 Date: December 7, 2005 
  

			
	SUPERIOR WHOLESALE INVENTORY FINANCING TRUST XII
		
	By:	 	CHASE BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
		
	By:	 	  


	Name:	 	  


	Title:	 	  




  
 INDENTURE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION 
  
 This is one of the
Notes designated above and referred to in the within-mentioned Indenture. 
  
 Date: December 7, 2005 
  

			
	 THE BANK OF NEW YORK, not in its
 individual
capacity but solely as Indenture Trustee

		
	By:	 	  


	Name:	 	  


	Title:	 	  











 REVERSE OF NOTE 
  
 This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A Floating Rate Asset
Backed Term Notes, Series 2005-B (herein called the “2005-B Class A Term Note”), all issued under an Indenture, dated as of June 23, 2005 (such Indenture, as supplemented or amended, including all Officer’s Issuance
Certificates (as defined therein), is herein called the “Indenture”), between the Issuer and The Bank of New York, a New York banking corporation, as trustee (the “Indenture Trustee”, which term includes any
successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The 2005-B Class A Term Notes are
one of the duly authorized series of Notes of the Issuer issued and to be issued from time to time pursuant to the Indenture (collectively, as to all Notes of all such series, the “Notes”). The Notes are governed by and subject to
all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this Note (and each related Note Owner) by virtue of acceptance hereof (or of any interest herein) assents and by which such
Person is bound. All capitalized terms used and not otherwise defined in this 2005-B Class A Term Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. 
  
 Equally and Ratably Secured. The 2005-B Class A Term Notes and
all other Notes issued pursuant to the Indenture, except as otherwise provided under the Basic Documents, are and shall be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture. 
  
 No Recourse against Persons in Individual Capacity. Each Noteholder or
Note Owner, by acceptance of a 2005-B Class A Term Note or, in the case of a Note Owner, a beneficial interest in a 2005-B Class A Term Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their
individual capacities, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any
holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities, except as any such Person may have expressly agreed
and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such
entity. 
  
 No Petition Covenant. Each Noteholder or Note
Owner, by acceptance of a 2005-B Class A Term Note or, in the case of a Note Owner, a beneficial interest in a 2005-B Class A Term Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder shall not, prior
to the date which is one year and one day after the termination of the Trust Agreement, acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against the Seller or the Issuer 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
Seller or the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer. 







 Tax Characterization. Each Noteholder, by acceptance of a 2005-B Class A Term Note or, in the
case of a Note Owner, a beneficial interest in a 2005-B Class A Term Note, unless otherwise required by appropriate taxing authorities, agrees to treat the 2005-B Class A Term Notes as indebtedness secured by the Collateral for the purpose
of federal income taxes, state and local income and franchise taxes, Michigan single business tax, and any other taxes imposed upon, measured by or based upon gross or net income. 
  
 ERISA. By acquiring a 2005-B Class A Term Note, each purchaser and transferee will be deemed to represent and
warrant that either (a) it is not acquiring the 2005-B Class A Term Note directly or indirectly with the assets of an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), which is subject to the provisions of Title I of ERISA, a “plan” described in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any plan that is subject to laws
that are similar to Title I of ERISA or Section 4975 of the Code, or (b) the acquisition, disposition and holding of the 2005-B Class A Term Note will not give rise to a non-exempt prohibited transaction under Section 406 of
ERISA, Section 4975 of the Code or any similar applicable law. 
  
 Amendments to Indenture. The Indenture permits, with certain exceptions as herein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture
at any time by the Issuer with the consent of the Holders of Notes representing a majority of the Outstanding Amount of all the Notes. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the
Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this 2005-B Class A Term Note (or anyone of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this 2005-B Class A Term Note and of any 2005-B Class A Term Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this 2005-B Class A Term Note. The Indenture also permits the Indenture Trustee to amend
certain terms and conditions set forth in the Indenture without the consent of the Noteholders. 
  
 Miscellaneous. The term “Issuer” as used in this 2005-B Class A Term Note includes any successor to the Issuer under the
Indenture. 
  
 The term “Monthly Distribution
Date” means the fifteenth day of each month, or if such day is not a Business Day, then the next Business Day, commencing on December 15, 2005. 
  
 The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate subject to the rights of the Indenture Trustee and the
Holders of Notes under the Indenture. 







 The 2005-B Class A Term Notes are issuable only in registered form in denominations as provided in
the Indenture, subject to certain limitations therein set forth. 
  
 This 2005-B Class A Term Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws. 
  
 Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither the Seller, the Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual
capacities, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuer. Each Noteholder, by the acceptance of a 2005-B Class A Term Note or, in the case of a Note Owner, a beneficial
interest in the 2005-B Class A Term Note, agrees, that except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Noteholder or Note Owner shall have no claim against any of the foregoing
for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this 2005-B Class A Term Note. 







 ASSIGNMENT 
  
 Social Security or taxpayer I.D. or other identifying number of assignee 
  
 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_______________________________ 
 ___________________________________________________________________________________________________________ 
  
 (name and address of assignee) 
  
 the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                    , as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the
premises. 
  

					
	Dated:	 	  

	 	 
	 	 	Signature Guaranteed:	 	1
	  

	 	  

	 	 



	1	NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular,
without alteration, enlargement or any change whatsoever. 








 EXHIBIT B 
  

[FORM OF DEPOSITORY AGREEMENT] 
  

 B-1