NISSAN AUTO LEASING LLC II, as Depositor, and U.S. Bank National Association, as Indenture Trustee

EXHIBIT 10.5

NISSAN AUTO LEASE TRUST 2009-B,

NISSAN MOTOR ACCEPTANCE CORPORATION,
as Administrative Agent,

NISSAN AUTO LEASING LLC II,
as Depositor,

and

U.S. Bank National Association,
as Indenture Trustee

TRUST ADMINISTRATION AGREEMENT

Dated as of September 11, 2009

TABLE OF CONTENTS

TRUST ADMINISTRATION AGREEMENT

     This Trust Administration Agreement, dated as of September 11, 2009 (as amended, supplemented or otherwise modified from time to time, this “ Agreement ”), is among Nissan Auto Lease Trust 2009-B, a Delaware statutory trust (the “ Issuing Entity ”), Nissan Motor Acceptance Corporation, a California corporation (“ NMAC ”), as administrative agent (in such capacity, the “ Administrative Agent ”), Nissan Auto Leasing LLC II, a Delaware limited liability company (“ NALL II ”), as depositor (the “ Depositor ”), and U.S. Bank National Association, a national banking association (“ U.S. Bank ”), as indenture trustee (the “ Indenture Trustee ”).

RECITALS

     WHEREAS, the Issuing Entity was formed pursuant to a trust agreement, dated as of August 18, 2009, as amended and restated by the amended and restated trust agreement, dated as of September 11, 2009 (the “ Trust Agreement ”), between the Depositor and Wilmington Trust Company, as trustee (the “ Owner Trustee ”); and

     WHEREAS, the parties desire to enter into this agreement to provide for, among other things, the Administrative Agent’s provision of certain services to the Issuing Entity and the Owner Trustee.

     NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

          Section 1.01 Capitalized Terms; Interpretive Provisions .

     (a) Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of September 11, 2009, by and among the Issuing Entity, NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the “ Grantor ” and the “ UTI Beneficiary ,” respectively), Nissan-Infiniti LT, a Delaware statutory trust (the “ Titling Trust ”), NMAC, in its individual capacity, as Administrative Agent and as servicer (in such capacity, the “ Servicer ”), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the “ Titling Trustee ”), Wilmington Trust Company, as Owner Trustee and Delaware trustee (in such capacity, the “ Delaware Trustee ”), and U.S. Bank, as Indenture Trustee and trust agent (in such capacity, the “ Trust Agent ”).

     (b) For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this Agreement include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein”, “hereof” and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section within this Agreement, (iii) the term “include” and all variations thereof shall mean “include without limitation” and (iv) the term “or” shall include “and/or”.

          Section 1.02 Duties of the Administrative Agent .

     (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents, including the delivery of information required or requested of the Issuing Entity by the Federal Reserve Bank of New York (“FRBNY”) in connection with the Notes being “eligible collateral” under TALF. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):

          (i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee ( Section 2.02 );

          (ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register ( Section 2.04 );

          (iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral ( Section 2.08 );

          (iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes ( Section 3.02 );

          (v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust ( Section 3.03 );

          (vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee ( Section 3.03 );

          (vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business ( Section 3.04 );

          (viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate ( Section 3.05 );

          (ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture ( Sections 3.06 and 3.09 );

          (x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture ( Section 3.07(b) );

          (xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2009-B SUBI Assets, the taking of all reasonable steps available to remedy such failure ( Section 3.07(d) );

          (xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default ( Section 3.11 );

          (xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person ( Section 3.15(a) );

          (xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person ( Section 3.15(b) );

          (xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture ( Section 4.01 );

          (xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto ( Section 4.01 );

          (xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ( Section 6.08 );

          (xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee ( Sections 6.08 and 6.10 );

          (xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar ( Section 7.01 );

          (xx) the furnishing of certain reports with the Indenture Trustee ( Section 7.03 );

          (xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account ( Sections 8.02 and 8.05 );

          (xxii) the preparation of an Issuing Entity Request for the release of the Owner Trust Estate ( Section 8.06 );

          (xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto ( Sections 9.01 and 9.02 );

          (xxiv) the execution of new Notes conforming to any supplemental indenture ( Section 9.05 );

          (xxv) the duty to notify each Rating Agency of redemption of the Notes or to cause the Indenture Trustee to provide such notification ( Section 10.02 );

          (xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture ( Section 11.01(a) , (b) );

          (xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture ( Section 11.01(b) );

          (xxviii) the notification of each Rating Agency, upon the failure of the Issuing Entity, the Owner Trustee or the Indenture Trustee to give such notification, of any information required pursuant to Section 11.04 of the Indenture ( Section 11.04 ); and

          (xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency ( Section 2.11 ).

     (b) The Administrative Agent shall:

          (i) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust);

          (ii) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its willful misconduct, bad faith or negligence; and

          (iii) indemnify the Owner Trustee in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents in accordance with Section 8.01 of the Trust Agreement.

     (c) In addition to the duties set forth above in Sections 1.02(a) and (b) , the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.

     (d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shal