RESTATED






CERTIFICATE
OF INCORPORATION






OF






NISSAN
WHOLESALE RECEIVABLES CORPORATION II




FIRST:  The present
name of the corporation is NISSAN WHOLESALE RECEIVABLES CORPORATION II; and, the
name under which the corporation was originally incorporated is NISSAN WHOLESALE
RECEIVABLES CORPORATION II, and the date of filing the original Certificate of
Incorporation of the Corporation with the Secretary of State of the State of
Delaware is April 29, 2003.




SECOND:  The
Certificate of Incorporation of the Corporation is hereby amended and restated
as set forth in the Restated Certificate of Incorporation as set forth
below.




THIRD: The Amended and
Restated Certificate of Incorporation set forth below has been duly approved by
the board of directors of the Corporation.




FOURTH:  The
amendment and the restatement of the Restated Certificate of Incorporation set
forth below has been duly adopted by the stockholders in accordance with the
provisions of Section 242 and Section 245 of the General Corporation Law of the
State of Delaware.




FIFTH:  The
Certificate of Incorporation of the Corporation, as amended and restated herein,
shall at the effective time of this Restated Certificate of Incorporation, read
as follows:




“RESTATED
CERTIFICATE OF INCORPORATION




OF




NISSAN
WHOLESALE RECEIVABLES CORPORATION II




ARTICLE
ONE









NAME




Section
1.01.                                The
name of the corporation (the “Corporation”) is Nissan Wholesale Receivables
Corporation II.




ARTICLE
TWO









REGISTERED
AGENT




Section
2.01.                                The
address of the Corporation’s registered office in the State of Delaware is 30
Old Rudnick Lane, Dover, Kent County, Delaware  19901.  The
name of its registered agent at such address is LexisNexis Document Solutions
Inc.







ARTICLE
THREE









INCORPORATOR




Section
3.01.                                The
incorporator of the Corporation is Jin W. Kim, whose mailing address is 990 West
190th Street,
Torrance, California  90502.




ARTICLE
FOUR









PURPOSE
OF CORPORATION




Section
4.01.                                The
nature of the business or purposes to be conducted or promoted by the
Corporation consist solely of the following activities:




(i)           from
time to time acquire from or sell to Nissan Motor Acceptance Corporation
(“NMAC”) or NMAC’s affiliates, all right, title and interest in and to (or
beneficial interests in and to) wholesale inventory loans and advances secured
by, among other things, motor vehicles, and moneys due thereunder, security
interests in the vehicles financed or leased thereby, proceeds from claims on
insurance policies related thereto and related rights (collectively, the
“Receivables”);




(ii)           acquire,
own, hold, service, sell, assign, pledge and otherwise deal with the
Receivables, the collateral securing the Receivables, related insurance
policies, agreements with motor vehicle dealers or lessors or other originators
or servicers of Receivables or other similar or related assets and any proceeds
or further rights associated with any of the foregoing (the
“Collateral”);




(iii)           transfer
Receivables and/or related Collateral to trusts or other Persons, including
financial institutions (collectively, the “Trusts”) pursuant to one or more
pooling and servicing agreements, receivables purchase agreements, transfer and
servicing agreements or other agreements (the “Pooling Agreements”) to be
entered into by, among others, the Corporation, any trustee, agent or other
representative named therein (the “Trustee”) and any Person acting as servicer
of the Receivables;




(iv)           acquire,
issue, sell, authorize and deliver one or more series and classes of
certificates or other securities (collectively, the “Certificates”) issued by
the Trusts under the related Pooling Agreements;




(v)           acquire,
issue, sell, authorize and deliver one or more series and classes of bonds,
notes or other evidences of indebtedness secured by or collateralized by one or
more pools of Receivables, Collateral or Certificates (collectively, the “Notes”
and together with the Certificates, the “Securities”);




(vi)           sell
and issue Securities secured by the Receivables and related Collateral or sell
Receivables or Collateral, with or without recourse, to certain banks and other
purchasers, pursuant to indentures, note purchase agreements, receivables
purchase agreements, or other similar agreements (collectively, the “Note
Purchase Agreements”);




(vii)           hold
and enjoy all of the rights and privileges of any Securities, including any
class Securities that may be subordinate to any other class of
Securities;







(viii)                      loan
to or borrow from affiliates or others or otherwise invest or apply funds
received as a result of the Corporation’s interest in any Securities and any
other income, as determined by the Board of Directors of the Corporation from
time to time;




(ix)           perform
its obligations under the Pooling Agreements and Note Purchase Agreements,
including enter into one or more hedging agreements to the extent permitted by
and in accordance with the terms of such Pooling Agreements or Note Purchase
Agreements;




(x)           establish,
own equity in, and administer special purpose, bankruptcy remote, trusts and
other entities; and




(xi)           engage
in any activity and to exercise any powers permitted to corporations under the
General Corporation Law of the State of Delaware that are related or incidental
to the foregoing and necessary, convenient or advisable to accomplish the
foregoing, including the entering into of interest rate or basis swap, cap,
floor or collar agreements, currency exchange agreements or similar hedging
transactions and referral, servicing, underwriting, placement agency,
receivables purchase and administration agreements.




The
Corporation shall not engage in any activities other than as permitted under
this Section 4.01.




ARTICLE
FIVE









CAPITAL
STOCK




Section
5.01.                                The
Corporation shall have one class of stock designated as Common Stock, and the
total number of shares of stock of that class that the Corporation shall have
authority to issue is 1,000 shares, with a par value of $1.00 per
share.  No stockholder shall have any preemptive right to acquire
additional shares of the Corporation.




ARTICLE
SIX









DIRECTORS




Section
6.01.                                The
business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors.




Section
6.02.                                The
number of directors of the Corporation shall be as from time to time fixed by,
or in the manner provided in, the Bylaws of the Corporation provided, however,
that the Corporation shall at all times, except as noted hereafter, have at
least one director (an “Independent Director”) who was not, at the time of such
appointment or at any other time in the preceding five years (i) a director,
officer, employee or partner of any affiliate of the Corporation (other than any
limited purpose or special purpose corporation or limited liability company
similar to the Corporation); (ii) a person who is a family member of any
officer, director or partner of the Corporation or of any affiliate of the
Corporation (other than any limited purpose or special purpose corporation or
limited liability company similar to the Corporation); (iii) a direct or
indirect holder of more than 5% of any voting securities of the Corporation or
any affiliate of the Corporation; (iv) a person related to a direct or indirect
holder of more than 5% of any voting securities of the Corporation or of any
affiliate of the Corporation; (v) a material creditor, material supplier,
employee, officer, director, family member, manager, or contractor of the
Corporation or its affiliates; or (vi) a person who controls (whether directly,
indirectly, or otherwise) or is under common control with the







Corporation
or its affiliates or any material creditor, material supplier, employee,
officer, director, manager or material contractor of the Corporation or its
affiliates.  As used herein, the following terms shall have the
following meanings:  “control” means the possession, directly or
indirectly, of the power to direct or cause the direction of management,
policies or activities of a person or entity, whether through ownership of
voting securities, by contract or otherwise; “person” means a natural person,
corporation or other entity, government, or political subdivision, agency, or
instrumentality of a government; and an “affiliate” of a person is a person that
directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with the person
specified.  Notwithstanding the foregoing, an Independent Director may
serve in similar capacities for other “special purpose” corporations or entities
formed by NMAC or any affiliate thereof.  In the event of the death,
incapacity, resignation or removal of one or more Independent Directors, such
that the number of Independent Directors is reduced below the then required
number of Independent Directors, the board of directors of the Corporation (the
“Board of Directors”) shall promptly appoint one or more new Independent
Directors such that the Corporation has the requisite number of Independent
Directors.




Section
6.03.                                To
the fullest extent permitted by law, in voting on bankruptcy matters, an
Independent Director must take into account the interests of the holders of
Securities.  To the fullest extent permitted by law, when making
decisions, an Independent Director must also consider the interests of the
Corporation’s creditors.




ARTICLE
SEVEN









LIMITATIONS
ON ACTIONS BY THE CORPORATION




Section
7.01.                                Notwithstanding
any other provision of this certificate of incorporation (this “Certificate”) or
any provision of law, the Corporation shall not do any of the
following:




(a)           to
the fullest extent permitted by law, without the unanimous affirmative vote of
the entire Board of Directors (without any vacancies or unfilled newly created
directorships and including the Independent Director(s)), (i) dissolve or
liquidate, in whole or in part, or institute proceedings to be adjudicated
bankrupt or insolvent; (ii) file, consent to the filing of or join in the filing
of, a bankruptcy or insolvency petition or otherwise institute bankruptcy or
insolvency proceedings; (iii) file a petition seeking or consent to
reorganization or relief under any applicable federal or state law relating to
bankruptcy; (iv) consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator or other similar official as to the Corporation or a
substantial part of its property; (v) make any assignment for the benefit of
creditors; (vi) admit in writing its inability to pay its debts generally
as they become due; (vii) institute, or join in the institution of, any
bankruptcy, insolvency, liquidation, reorganization or arrangement proceedings
or other proceedings under any federal or state bankruptcy or similar law,
against any entity in which the Corporation holds an ownership interest; or
(viii) take any corporate action in furtherance of the actions set forth in
clauses (i) through (vii) of this paragraph;




(b)           to
the fullest extent permitted by law, without the unanimous affirmative vote of
the entire Board of Directors (without any vacancies or unfilled newly created
directorships and including the Independent Director(s)), merge or consolidate
with any other corporation, company or entity, sell all or substantially all of
its assets or acquire all or substantially all of the assets, capital stock or
other ownership interest of any other corporation, company or entity, except, in
each case, pursuant a transfer that is within the Corporation’s purpose
specified in Article Four hereof.;







(c)           without
the unanimous affirmative vote of the entire Board of Directors (without any
vacancies or unfilled newly created directorships and including the Independent
Director(s)), amend, alter, change or repeal this Certificate;




(d)           to
the fullest extent permitted by law, if the Corporation has outstanding any
Securities rated by a nationally recognized statistical rating organization (an
“NRSRO”), without prior written notice to such NRSRO, engage in any dissolution,
liquidation, consolidation, merger or asset sale, out of the ordinary course of
business; or




(e)           if
the Corporation has outstanding any Securities rated by an NRSRO, incur any debt
(other than indebtedness that secures Securities rated by an NRSRO) unless (i)
the Additional Debt is rated by the NRSRO the same credit rating as outstanding
Securities rated by an NRSRO (at the time of issuance and at all times
thereafter) or (ii) the Additional Debt is fully subordinated to the rated
Securities and, in either case, (x) is nonrecourse to the Corporation or any of
its assets other than cash flow in excess of amounts necessary to pay the
holders of the rated Securities, and (y) does not constitute a claim against the
Corporation to the extent that funds are insufficient to pay such Additional
Debt.  “Additional Debt” includes any monetary obligation or other
obligation which may involve the payment of money.




ARTICLE
EIGHT









INTERNAL
AFFAIRS




Section
8.01.                                The
Corporation shall insure at all times that (i) it maintains separate corporate
records and books of account from those of NMAC; (ii) none of the Corporation’s
assets will be commingled with those of NMAC or any of its affiliates; (iii) it
conducts its own business in its own name; (iv) it maintains separate financial
statements; (v) it pays its own liabilities out of its own funds; (vi) it
observes all corporate and other formalities required by the charter documents;
(vii) it maintains an arm’s-length relationship with its affiliates; (viii) it
pays the salaries of its own employees and maintains a sufficient number of
employees in light of its contemplated business operations; (ix) it does not
guarantee or become obligated for the debts of any other entity or hold out its
credit as being available to satisfy the obligations of others; (x) it does not
acquire obligations or securities of its shareholders; (xi) it allocates fairly
and reasonably any overhead for shared office space; (xii) it uses separate
stationery, invoices and checks; (xiii) it does not pledge its assets for the
benefit of any other entity or make any loans or advances to any entity; (xiv)
it holds itself out as a separate entity; (xv) it corrects any known
misunderstanding regarding its separate identity; and (xvi) it maintains
adequate capital in light of its contemplated business operations.




ARTICLE
NINE









AMENDMENTS




Section
9.01.                                Subject
to Section 7.01(c) hereof, the Corporation reserves the right at any time, and
from time to time, to amend, alter, change or repeal any provision contained in
this Certificate.  Additional provisions authorized by the laws of the
State of Delaware and not inconsistent or contrary to any other provision of
this Certificate may be added in the manner now or hereafter prescribed by
law.  All rights, preferences and privileges of whatsoever nature
conferred on any person by this Certificate in its present form or as hereafter
amended are granted subject to the rights reserved in this Article.







Section
9.02.                                The
stockholders entitled to vote shall have the power to adopt new bylaws or amend
or repeal existing bylaws.  The Board of Directors shall also have the
power to adopt new bylaws, or amend or repeal existing bylaws, but such power
shall not divest or otherwise limit the power of the stockholders entitled to
vote to adopt, amend or repeal bylaws.  Notwithstanding the foregoing,
neither the stockholders nor the Board of Directors shall have the power to
adopt new bylaws or amend or repeal existing bylaws if any such action would
violate, or be inconsistent with, this Certificate.




ARTICLE
TEN









LIABILITY
OF DIRECTORS FOR MONETARY DAMAGES




Section
10.01.                                (a)
A director of the Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability:




(i)           for
any breach of the director’s duty of loyalty to the Corporation or its
stockholders;




(ii)           for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law;




(iii)           under
Section 174 of the Delaware General Corporation Law; or




(iv)           for
any transaction from which the director derived an improper personal
benefit.




(b)           If
the Delaware General Corporation Law is hereafter amended to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the Delaware General Corporation Law, as so
amended.




(c)           Any
repeal or modification of this Article shall not adversely affect any right or
protection of a director of the Corporation with respect to any act or omission
occurring prior to such repeal or modification.




(d)           To
the fullest extent permitted by law, if the Corporation has outstanding any
Securities rated by any NRSRO, the Corporation’s obligation to pay any amount as
indemnification or as an advancement of expenses (other than amounts received
from insurance policies) shall be fully subordinated to payment of amounts then
due on the rated Securities and, in any case, (x) nonrecourse to any of the
Corporation’s assets pledged to secure the rated Securities, and (y) shall not
constitute a claim against the Corporation to the extent funds are insufficient
to pay such amounts.




ARTICLE
ELEVEN









Section
11.01.                                The
Corporation elects not to be governed by Section 203 of the Delaware General
Corporation Law.







ARTICLE
TWELVE









MISCELLANEOUS




Section
12.01.                                 Unless
and except to the extent otherwise provided in the bylaws of the Corporation,
the election of directors of the Corporation need not be by written
ballot.”