~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT REPORT~~Form 8-K ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~July~~CURRENT ~~15, 2005~~REPORT ~~(Date of report; date of earliest event reported)~~

~~COMMISSION~~Pursuant ~~FILE~~to ~~NUMBER:~~Section 13 ~~333-57494~~or 15(d) of the Securities Exchange Act of 1934

~~WHOLESALE~~Date ~~AUTO~~of ~~RECEIVABLES~~Report ~~CORPORATION SUPERIOR WHOLESALE INVENTORY FINANCING TRUST XI~~ (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported) inJune 20, ~~its charter)~~ 2007

DELAWARE		38-308270920-6470332
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

SWIFT Master Auto Receivables Trust

~~C/O GENERAL MOTORS ACCEPTANCE CORPORATION 200 RENAISSANCE CENTER P.O. BOX 200 DETROIT, MICHIGAN 48265-2000~~ (~~Address~~Issuing ofEntity ~~principal~~with ~~executive~~respect ~~offices) (Zip~~to ~~Code~~Securities)

~~(313) 556-5000 (Registrant’s~~Wholesale ~~telephone~~Auto ~~number,~~Receivables ~~including area code)~~LLC

~~Check~~(Depositor ~~the~~with ~~appropriate~~respect ~~box below if the Form 8-K filing is intended~~ to ~~simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~Securities):

o ~~Written~~GMAC communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))LLC

(Sponsor with respect to Securities)


Delaware	333-131524-02	38-3082709

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)


Mark E. Newman, Vice President Wholesale Auto Receivables LLC 200 Renaissance Center Detroit, Michigan		48265

(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, including area code: (313) 665-6266

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 8.01 OTHER EVENTS.
	Item 8.01. Incorporation of Certain Documents by Reference
	ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
	Item 9.01. Exhibits
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT INDEX
Monthly Servicing Report for the June 2005 Collection Period
Indenture
Trust Agreement
Pooling and Servicing Agreement
Series 2007-1 Indenture Supplement
Trust Sale and Servicing Agreement
Custodian Agreement
Administration Agreement
ISDA Master Agreeement and Schedule
Confirmation of the Primary Swap Relating to the Class A Notes
Confirmation of the Primary Swap Relating to the Class B Notes
Confirmation of the Primary Swap Relating to the Class C Notes
Swap Counterparty Rights Agreement
Triparty Contingent Assignment Agreement

~~ITEM~~ Item 8.01. ~~OTHER~~Incorporation ~~EVENTS.~~of Certain Documents by Reference

On Wholesale ~~July~~Auto ~~15,~~Receivables ~~2005,~~LLC ~~the~~has ~~interest~~registered ~~collected~~an ~~during~~issuance ~~the~~of ~~preceding~~$8,794,009,000 in principal ~~calendar~~amount ~~month~~of asSecurities ~~provided~~(the ~~for~~“Securities”) inon ~~the~~Form ~~Trust~~S-3 ~~Sale~~(Registration ~~and~~File ~~Servicing~~No. 333-131524) ~~Agreement,~~under the ~~dated~~Securities asAct of ~~February 24~~1933, ~~2005,~~ as amended (the ~~Agreement~~“Act”), ~~for~~filed ~~Superior~~on ~~Wholesale~~February 3, ~~Inventory~~2006, ~~Financing~~as ~~Trust~~amended XIby Amendment ~~(the~~No. 1 ~~Trust)~~on March 21, ~~among~~2006, ~~General~~by ~~Motors~~Amendment ~~Acceptance~~No. 2 ~~Corporation~~on April 13, as ~~servicer~~2006, ~~Wholesale~~by ~~Auto~~Post-Effective ~~Receivables~~Amendment ~~Corporation,~~No. 1 ~~as seller~~on February 2, 2007 and ~~the~~by ~~Trust~~Amendment No. 1 to registration statement No. 333-141483 on June 1, as2007 ~~issuer~~(as amended, ~~were~~the ~~distributed~~“Registration Statement”). Pursuant to ~~holders~~the ofRegistration ~~Term~~Statement, ~~notes~~SWIFT ~~and~~Master Auto ~~Revolving~~Receivables ~~notes~~Trust (~~Noteholders)~~the ~~and~~“Issuing ~~certificates (Certificateholders~~Entity”) ~~representing~~issued ~~undivided~~$1,786,000,000 ~~interests~~aggregate inprincipal ~~the~~balance ~~Trust.~~of ~~Due~~Class A toFloating ~~the~~Rate ~~revolving~~Asset ~~nature~~Backed ofNotes, Series 2007-1 (the ~~Trust~~“Class A noNotes”), $164,500,000 aggregate principal ~~collections during~~balance ~~the~~of ~~preceding~~Class B ~~calendar~~Floating ~~month~~Rate ~~were~~Asset ~~distributed~~Backed toNotes, Series 2007-1 (the “Class ~~Noteholders~~B orNotes”) ~~Certificateholders.~~and In$70,500,000 Class C Floating Rate Asset Backed Notes, Series 2007-1 (the “Class C ~~accordance~~Notes” and, together with the ~~Agreement,~~Class A Notes and the ~~Servicer’s~~Class B ~~Certificate~~Notes, asthe ~~defined~~“Offered inNotes”) ~~the Agreement~~on June 20, 2007 ~~was~~(the ~~furnished~~“Closing toDate”). On the ~~Indenture~~Closing ~~Trustee~~Date, asthe ~~defined~~Issuing inEntity ~~the Agreement~~also issued $23,500,000 aggregate ~~for~~principal ~~the~~balance ~~benefit~~Class D ofFloating ~~the~~Rate ~~Noteholders~~Asset ~~and~~Backed ~~Certificateholders~~Notes, ~~and~~Series 2007-1 as(the “Class D ~~such~~Notes”) and a $305,500,000 ~~was~~aggregate ~~distributed~~principal bybalance Class E Floating Rate Asset Backed Note, Series 2007-1 (the ~~Indenture~~“Class E ~~Trustee~~Note” and, totogether with the ~~Noteholders~~Offered Notes and ~~Certificateholders.~~ Athe ~~copy~~Class D ofNotes, the “Notes”). ~~Servicer’s~~Only ~~Certificate~~the isOffered ~~included~~Notes ~~as Exhibit 20~~were tooffered ~~this~~publicly for sale. This Current Report on Form 8-K. is being filed to satisfy an undertaking to file copies of certain agreements executed in connection with the issuance of the Offered Notes, the forms of which were filed as Exhibits to the Registration Statement.

~~ITEM~~ The 9Notes were issued pursuant to the Series 2007-1 Indenture Supplement (the “Series 2007-1 Indenture Supplement”), attached hereto as Exhibit 4.014, ~~FINANCIAL~~dated ~~STATEMENTS~~as ~~AND~~of ~~EXHIBITS~~the Closing Date, between the Issuing Entity and The Bank of New York Trust Company, N.A., as Indenture Trustee (the “Indenture Trustee”) to an indenture (the “Indenture”), attached hereto as Exhibit 4.1, dated as of the Closing Date, between the Issuing Entity and the Indenture Trustee

EXHIBIT
NO.		DOCUMENT DESCRIPTION
20		Monthly Servicing Report for the June 2005 Collection Period

The Notes evidence indebtedness of the Issuing Entity, the assets of which consist primarily of a revolving pool of receivables arising under floor plan financing agreements between GMAC LLC and a group of retail automotive dealers franchised by General Motors (such revolving pool the “Pool of Accounts”).

2 As of the Closing Date, the Pool of Accounts had the characteristics described in the Prospectus Supplement dated as of June 12, 2007 filed with the Commission pursuant to Rule 425(b)(5) of the Act on June 15, 2007.

Item 9.01. Exhibits


4.1		Indenture between SWIFT Master Auto Receivables Trust (the “Issuing Entity”) and the Bank of New York Trust Company, N.A., as Indenture Trustee, dated as of June 20, 2007 (the “Indenture”).

4.2		Trust Agreement between Wholesale Auto Receivables LLC, as Depositor, and HSBC Bank USA, National Association, as Owner Trustee, dated as of June 20, 2007.

4.3		Pooling and Servicing Agreement between GMAC LLC and Wholesale Auto Receivables LLC, dated as of June 20, 2007.

4.4		Series 2007-1 Indenture Supplement to the Indenture, between the Issuing Entity and The Bank of New York Trust Company, N.A., as Indenture Trustee, dated as of June 20, 2007.

99.1		Trust Sale and Servicing Agreement among GMAC LLC, as Servicer, Wholesale Auto Receivables LLC, as Depositor and the Issuing Entity, dated as of June 20, 2007.

99.2		Custodian Agreement between GMAC LLC, as Custodian, and Wholesale Auto Receivables LLC, as Depositor, dated as of June 20, 2007.

99.3		Administration Agreement among the Issuing Entity, GMAC LLC, as Administrator, and the Bank of New York Trust Company, N.A., as Indenture Trustee, dated as of June 20, 2007.

99.4		ISDA Master Agreement and Schedule to the ISDA Master Agreement, each between the Issuing Entity and Lehman Brothers Special Financing Inc., dated as of June 20, 2007.

99.5		Confirmation of the Primary Swap Relating to the Class A Notes between the Issuing Entity and Lehman Brothers Special Financing Inc., dated as of June 20, 2007.

99.6		Confirmation of the Primary Swap Relating to the Class B Notes between the Issuing Entity and Lehman Brothers Special Financing Inc., dated as of June 20, 2007.

99.7		Confirmation of the Primary Swap Relating to the Class C Notes between the Issuing Entity and Lehman Brothers Special Financing Inc., dated as of June 20, 2007.

99.8		Swap Counterparty Rights Agreement among Lehman Brothers Special Financing Inc., GMAC LLC, Wholesale Auto Receivables LLC, the Issuing Entity, HSBC Bank USA, National Association, as Owner Trustee, and The Bank of New York Trust Company, N.A., as Indenture Trustee, dated as of June 20, 2007.

99.9		Triparty Contingent Assignment Agreement among the Issuing Entity, GMAC LLC and Lehman Brothers Special Financing Inc., dated as of June 20, 2007.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ~~the~~ ~~registrant~~the ~~certifies~~Registrant ~~that~~has itduly ~~meets~~caused ~~all of the requirements for~~ this report to be signed on its behalf by the undersigned ~~thereunto~~ hereunto duly authorized.

			SUPERIOR WHOLESALE INVENTORY FINANCING TRUST XI
		By:	GENERAL MOTORS ACCEPTANCE CORPORATION
			(Administrator, not in its individual capacity but solely as Administrator on behalf of the Trust)
Dated:	July 26, 2005		/s/ Jerome B. Van Orman, Jr.
			Jerome B. Van Orman, Jr.
			Group Vice President — Finance and Chief Financial Officer of GMAC North American Operations


WHOLESALE AUTO RECEIVABLES LLC
By:	/s/ William J. McGrane III
	Name:	William J. McGrane III
	Title:	Controller

3Dated: June 25, 2007

~~INDEX~~EXHIBIT ~~TO EXHIBITS~~INDEX

EXHIBIT
Exhibit No.		Description
NO.		Document Description
4.1		Indenture between SWIFT Master Auto Receivables Trust (the “Issuing Entity”) and the Bank of New York Trust Company, N.A., as Indenture Trustee, dated as of June 20, 2007 (the “Indenture”).
20		Monthly Servicing Report for the June 2005 Collection Period
4.2		Trust Agreement between Wholesale Auto Receivables LLC, as Depositor, and HSBC Bank USA, National Association, as Owner Trustee, dated as of June 20, 2007.
4.3		Pooling and Servicing Agreement between GMAC LLC and Wholesale Auto Receivables LLC, dated as of June 20, 2007.
4.4		Series 2007-1 Indenture Supplement to the Indenture, between the Issuing Entity and The Bank of New York Trust Company, N.A., as Indenture Trustee, dated as of June 20, 2007.
99.1		Trust Sale and Servicing Agreement among GMAC LLC, as Servicer, Wholesale Auto Receivables LLC, as Depositor and the Issuing Entity, dated as of June 20, 2007.
99.2		Custodian Agreement between GMAC LLC, as Custodian, and Wholesale Auto Receivables LLC, as Depositor, dated as of June 20, 2007.
99.3		Administration Agreement among the Issuing Entity, GMAC LLC, as Administrator, and the Bank of New York Trust Company, N.A., as Indenture Trustee, dated as of June 20, 2007.
99.4		ISDA Master Agreement and Schedule to the ISDA Master Agreement, each between the Issuing Entity and Lehman Brothers Special Financing Inc., dated as of June 20, 2007.
99.5		Confirmation of the Primary Swap Relating to the Class A Notes between the Issuing Entity and Lehman Brothers Special Financing Inc., dated as of June 20, 2007.
99.6		Confirmation of the Primary Swap Relating to the Class B Notes between the Issuing Entity and Lehman Brothers Special Financing Inc., dated as of June 20, 2007.
99.7		Confirmation of the Primary Swap Relating to the Class C Notes between the Issuing Entity and Lehman Brothers Special Financing Inc., dated as of June 20, 2007.
99.8		Swap Counterparty Rights Agreement among Lehman Brothers Special Financing Inc., GMAC LLC, Wholesale Auto Receivables LLC, the Issuing Entity, HSBC Bank USA, National Association, as Owner Trustee, and The Bank of New York Trust Company, N.A., as Indenture Trustee, dated as of June 20, 2007.
99.9		Triparty Contingent Assignment Agreement among the Issuing Entity, GMAC LLC and Lehman Brothers Special Financing Inc., dated as of June 20, 2007.

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Filing Compare · WHOLESALE AUTO RECEIVABLES LLC