Porsche Auto Funding LLC

EX-4.1 · tm2615407d14_ex4-1.htm

EX-4.1
 2
 tm2615407d14_ex4-1.htm
 EXHIBIT 4.1

 Exhibit 4.1

 PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1

 Class A-1 3.839%
Auto Lease Asset Backed Notes

Class A-2a 4.10% Auto Lease Asset Backed Notes

Class A-2b SOFR Rate + 0.35% Auto Lease Asset Backed Notes

 Class A-3 4.41%
Auto Lease Asset Backed Notes

Class A-4 4.46% Auto Lease Asset Backed Notes

 INDENTURE

 Dated as of June 12, 2026

 U.S. BANK TRUST
COMPANY, NATIONAL ASSOCIATION ,

 as the Indenture Trustee

 CROSS REFERENCE TABLE 1

 TIA
 Section

 Indenture
 Section

 310
 (a) (1)
 6.11

 (a) (2)
 6.11

 (a) (3)
 6.10;
 6.11

 (a) (4)
 N.A. 2

 (a) (5)
 6.11

 (b)
 6.8;
 6.11

 (c)
 N.A.

 311
 (a)
 6.12

 (b)
 6.12

 312
 (a)
 7.1

 (b)
 7.2

 (c)
 7.2

 313
 (a)
 7.3

 (b) (1)
 7.3

 (b) (2)
 7.3

 (c)
 7.3

 (d)
 7.3

 314
 (a)
 3.9

 (b)
 3.6;
 11.16

 (c) (1)
 11.1

 (c) (2)
 11.1

 (c) (3)
 11.1

 (d)
 11.1

 (e)
 11.1

 (f)
 N.A.

 315
 (a)
 6.1(b)

 (b)
 6.5

 (c)
 6.1(a)

 (d)
 6.1(c)

 (e)
 5.13

 316
 (a) (1) (A)
 5.11

 (a) (1) (B)
 5.12

 (a) (2)
 N.A.

 (b)
 5.7

 (c)
 5.6(b)

 317
 (a) (1)
 5.3(b)

 (a) (2)
 5.3(d)

 (b)
 3.3(c)(i)-(ii)

 318
 (a)
 11.7

 1         Note: This Cross Reference Table shall not, for any purpose,
be deemed to be part of this Indenture.

 2         N.A. means Not Applicable.

 TABLE OF CONTENTS

 Page

 ARTICLE I
 DEFINITIONS AND INCORPORATION BY REFERENCE
 2

 Section 1.1

 Definitions
 2

 Section 1.2

 Incorporation by Reference of Trust Indenture Act
 2

 Section 1.3

 Other Interpretive Provisions
 2

 ARTICLE II
 THE NOTES
 3

 Section 2.1

 Form
 3

 Section 2.2

 Execution, Authentication and Delivery
 3

 Section 2.3

 Temporary Notes
 4

 Section 2.4

 Registration of Transfer and Exchange
 4

 Section 2.5

 Mutilated, Destroyed, Lost or Stolen Notes
 6

 Section 2.6

 Persons Deemed Owners
 6

 Section 2.7

 Payment of Principal and Interest; Defaulted Interest
 7

 Section 2.8

 Cancellation
 8

 Section 2.9

 Release of Collateral
 8

 Section 2.10

 Book-Entry Notes
 8

 Section 2.11

 Notices to Clearing Agency
 9

 Section 2.12

 Definitive Notes
 9

 Section 2.13

 Authenticating Agents
 10

 Section 2.14

 Tax Treatment
 10

 Section 2.15

 Certain Transfer Restrictions on all Notes
 11

 Section 2.16

 Certain Transfer Restrictions on Certain Notes
 11

 ARTICLE III
 COVENANTS
 12

 Section 3.1

 Payment of Principal and Interest; Determination of SOFR Rate; Benchmark Replacement
 12

 Section 3.2

 Maintenance of Office or Agency
 14

 Section 3.3

 Money for Payments to be Held in Trust
 14

 Section 3.4

 Existence
 16

 Section 3.5

 Protection of Collateral
 16

 Section 3.6

 Opinions as to Collateral
 17

 Section 3.7

 Performance of Obligations; Administration of the Transaction SUBI Assets
 18

 Section 3.8

 Negative Covenants
 18

 Section 3.9

 Annual Compliance Statement
 19

 Section 3.10

 Restrictions on Certain Other Activities
 20

 Section 3.11

 Restricted Payments
 20

 Section 3.12

 Notice of Events of Default
 21

 Section 3.13

 Further Instruments and Acts
 21

 Section 3.14

 Delivery of Transaction SUBI Certificate
 21

 Section 3.15

 Compliance with Laws
 21

 Section 3.16

 Removal of Administrator
 21

 Section 3.17

 Perfection Representations, Warranties and Covenants
 21

 Section 3.18

 Exchange Act Filings. Perfection Representations, Warranties and Covenants
 21

 - i - Indenture
 (PILOT 2026-1)

 TABLE OF CONTENTS

 (continued)

 Page

 ARTICLE IV
 SATISFACTION AND DISCHARGE
 22

 Section 4.1

 Satisfaction and Discharge of Indenture
 22

 Section 4.2

 Application of Trust Money
 23

 Section 4.3

 Repayment of Monies Held by Paying Agent
 23

 ARTICLE V
 EVENTS OF DEFAULT; REMEDIES
 23

 Section 5.1

 Events of Default
 23

 Section 5.2

 Acceleration of Maturity; Waiver of Event of Default
 24

 Section 5.3

 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
 25

 Section 5.4

 Remedies; Priorities
 27

 Section 5.5

 Optional Preservation of the Collateral
 29

 Section 5.6

 Limitation of Suits
 29

 Section 5.7

 Rights of Noteholders to Receive Principal and Interest
 30

 Section 5.8

 Restoration of Rights and Remedies
 31

 Section 5.9

 Rights and Remedies Cumulative
 31

 Section 5.10

 Delay or Omission Not a Waiver
 31

 Section 5.11

 Control by Noteholders
 31

 Section 5.12

 Waiver of Past Defaults
 32

 Section 5.13

 Undertaking for Costs
 32

 Section 5.14

 Waiver of Stay or Extension Laws
 32

 Section 5.15

 Action on Notes
 33

 Section 5.16

 Performance and Enforcement of Certain Obligations
 33

 Section 5.17

 Sale of Collateral
 33

 ARTICLE VI
 THE INDENTURE TRUSTEE
 34

 Section 6.1

 Duties of the Indenture Trustee
 34

 Section 6.2

 Rights of the Indenture Trustee
 36

 Section 6.3

 Individual Rights of the Indenture Trustee
 38

 Section 6.4

 The Indenture Trustee’s Disclaimer
 39

 Section 6.5

 Notice of Events of Defaults
 39

 Section 6.6

 Reports by the Indenture Trustee to Noteholders
 39

 Section 6.7

 Compensation and Indemnity
 39

 Section 6.8

 Removal, Resignation and Replacement of the Indenture Trustee
 40

 Section 6.9

 Successor Indenture Trustee by Merger
 41

 Section 6.10

 Appointment of Co-Indenture Trustee or Separate Indenture Trustee
 41

 Section 6.11

 Eligibility; Disqualification
 43

 Section 6.12

 Preferential Collection of Claims Against the Issuer
 43

 Section 6.13

 Trustee as Holder of Transaction SUBI Certificate
 43

 Section 6.14

 Representations and Warranties of the Indenture Trustee
 43

 - ii - Indenture
 (PILOT 2026-1)

 TABLE OF CONTENTS

 (continued)

 Page

 ARTICLE VII
 NOTEHOLDERS’ LISTS AND REPORTS
 44

 Section 7.1

 The Issuer to Furnish the Indenture Trustee Names and Addresses of Noteholders
 44

 Section 7.2

 Preservation of Information; Communications to Noteholders
 44

 Section 7.3

 Reports by the Indenture Trustee
 45

 Section 7.4

 Noteholder Demand for Reallocation, Dispute Resolution
 45

 Section 7.5

 Asset Review Voting
 46

 Section 7.6

 Dispute Resolution
 47

 Section 7.7

 Cooperation with Voting
 50

 ARTICLE VIII
 ACCOUNTS, DISBURSEMENTS AND RELEASES
 50

 Section 8.1

 Collection of Money
 50

 Section 8.2

 Trust Accounts
 51

 Section 8.3

 Servicer Certificate; Statements to Noteholders
 54

 Section 8.4

 Disbursement of Funds
 57

 Section 8.5

 General Provisions Regarding Accounts
 59

 Section 8.6

 Release of Collateral
 60

 Section 8.7

 Opinion of Counsel
 60

 ARTICLE IX
 SUPPLEMENTAL INDENTURES
 61

 Section 9.1

 Supplemental Indentures Without Consent of Noteholders
 61

 Section 9.2

 Supplemental Indentures with Consent of Noteholders
 62

 Section 9.3

 Execution of Supplemental Indentures
 64

 Section 9.4

 Effect of Supplemental Indenture
 64

 Section 9.5

 Conformity With Trust Indenture Act
 64

 Section 9.6

 Reference in Notes to Supplemental Indentures
 64

 ARTICLE X
 REDEMPTION OF NOTES
 64

 Section 10.1

 Redemption
 64

 Section 10.2

 Form of Redemption Notice
 65

 Section 10.3

 Notes Payable on Redemption Date
 66

 ARTICLE XI
 MISCELLANEOUS
 66

 Section 11.1

 Compliance Certificates and Opinions, etc.
 66

 Section 11.2

 Form of Documents Delivered to the Indenture Trustee
 68

 Section 11.3

 Acts of Noteholders
 69

 Section 11.4

 Notices
 69

 - iii - Indenture
 (PILOT 2026-1)

 TABLE OF CONTENTS

 (continued)

 Page

 Section 11.5

 Notices to Noteholders; Waiver
 70

 Section 11.6

 Alternate Payment and Notice Provisions
 70

 Section 11.7

 Conflicts with Trust Indenture Act
 70

 Section 11.8

 Information Requests
 71

 Section 11.9

 Effect of Headings and Table of Contents
 71

 Section 11.10

 Successors and Assigns
 71

 Section 11.11

 Severability
 71

 Section 11.12

 Benefits of Indenture
 71

 Section 11.13

 Legal Holidays
 71

 Section 11.14

 Governing Law
 71

 Section 11.15

 Separate Counterparts
 71

 Section 11.16

 Recording of Indenture
 71

 Section 11.17

 Trust Obligation
 72

 Section 11.18

 No Petition
 72

 Section 11.19

 TIA Incorporation and Conflicts
 72

 Section 11.20

 Each SUBI Separate; Assignees of SUBI
 73

 Section 11.21

 Submission to Jurisdiction; Waiver of Jury Trial
 73

 Section 11.22

 Subordination of Claims
 74

 Section 11.23

 Limitation of Liability of Owner Trustee
 75

 Section 11.24

 Information Requests
 75

 Section 11.25

 Regulation AB Information to be Provided by the Indenture Trustee
 75

 Section 11.26

 Form 8-K Filings
 77

 Section 11.27

 Electronic Signatures and Transmission.
 77

 Section 11.28

 Anti-Money Laundering Laws
 78

 Section 11.29

 Multiple Roles
 78

 Schedule
 I
 Perfection Representations,
 Warranties and Covenants

 Exhibit A
 Form of Notes

 Exhibit B
 Servicing Criteria to be Addressed
 in Indenture Trustee’s Assessment of Compliance

 Exhibit C
 Form of Indenture Trustee’s
 Annual Certification

 - iv - Indenture
 (PILOT 2026-1)

 This INDENTURE, dated as
of June 12, 2026, (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “ Indenture ”)
is between PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1, a Delaware statutory trust (the “ Issuer ”), and U.S. BANK TRUST
COMPANY, NATIONAL ASSOCIATION, a national banking association, solely as indenture trustee and not in its individual capacity (the “ Indenture
Trustee ”).

 Each
party agrees as follows for the benefit of the other party and the equal and ratable benefit of the Holders of the Issuer’s 3.839%
Auto Lease Asset Backed Notes, Class A-1 (the “ Class A-1 Notes ”), 4.10% Auto Lease Asset Backed Notes, Class A-2a
(the “ Class A-2a Notes ”), SOFR Rate + 0.35% Auto Lease Asset Backed Notes, Class A-2b (the “ Class A-2b
Notes ”), 4.41% Auto Lease Asset Backed Notes, Class A-3 (the “ Class A-3 Notes ”) and, 4.46% Auto
Lease Asset Backed Notes, Class A-4 (the “ Class A-4 Notes ” and, together with the Class A-1 Notes,
the Class A-2a Notes, the Class A-2b Notes and the Class A-3 Notes, the “ Notes ”).

 GRANTING CLAUSE

 The Issuer, to secure the
payment of principal of and interest on, and any other amounts owing in respect of, the Notes equally and ratably without prejudice,
priority or distinction except as set forth herein, and to secure compliance with the provisions of this Indenture, hereby Grants in
trust to the Indenture Trustee on the Closing Date, as trustee for the benefit of the Noteholders, all of the Issuer’s right, title
and interest, whether now owned or hereafter acquired, in and to (i) the Trust Estate and (ii) all present and future claims,
demands, causes and choses in action in respect of any or all of the Trust Estate and all payments on or under and all proceeds of every
kind and nature whatsoever in respect of any or all of the Trust Estate, including all proceeds of the conversion, voluntary or involuntary,
into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks,
deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and
receivables, instruments, securities, financial assets and other property which at any time constitute all or part of or are included
in the proceeds of any of the Trust Estate (collectively, the “ Collateral ”).

 The Indenture Trustee, on
behalf of the Noteholders, acknowledges the foregoing Grant, accepts the trusts under this Indenture and agrees to perform its duties
required in this Indenture in accordance with the provisions of this Indenture.

 The foregoing Grant is made
in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally
and ratably without prejudice, priority or distinction except as set forth herein, and (ii) compliance with the provisions of this
Indenture, each as provided in this Indenture.

 Without limiting the foregoing
Grant, any Transaction Unit the beneficial interest in which was reallocated from the Transaction SUBI Portfolio to the UTI Portfolio
pursuant to Section 3.3 of the SUBI Sale Agreement or Section 8.12 of the SUBI Supplement to Servicing Agreement
shall be deemed to be automatically released from the Lien of this Indenture without any action being taken by the Indenture Trustee
upon payment by PFLP or the Servicer, as applicable, of the related Reallocation Amount for such Unit.

 1 Indenture
 (PILOT 2026-1)

 ARTICLE I

 DEFINITIONS
AND INCORPORATION BY REFERENCE

 Section 1.1           Definitions .
Capitalized terms are used in this Indenture as defined in Appendix A to the SUBI Sale Agreement dated as of the date hereof
(the “ SUBI Sale Agreement ”) by and between Porsche Funding Limited Partnership (“ PFLP ”), as seller,
and Porsche Auto Funding LLC (the “ Transferor ”), as buyer.

 Section 1.2           Incorporation
by Reference of Trust Indenture Act . Whenever this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

 “ Commission ”
means the Securities and Exchange Commission.

 “ indenture securities ”
means the Notes.

 “ indenture security
holder ” means a Noteholder.

 “ indenture to be
qualified ” means this Indenture.

 “ indenture trustee ”
or “ institutional trustee ” means the Indenture Trustee.

 “ obligor ”
on the indenture securities means the Issuer and any other obligor on the indenture securities.

 All other TIA terms used
in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the
meaning assigned to them by such definitions.

 Section 1.3           Other
Interpretive Provisions . All terms defined in this Indenture shall have the defined meanings when used in any certificate or
other document delivered pursuant hereto unless otherwise defined therein. For purposes of this Indenture and all such certificates and
other documents, unless the context otherwise requires: (a) terms defined in Article 9 of the UCC as in effect in the relevant
jurisdiction and not otherwise defined in this Indenture are used as defined in that Article; (b) the words “hereof,”
 “herein” and “hereunder” and words of similar import refer to this Indenture as a whole and not to any particular
provision of this Indenture; (c) references to any Article, Section, Schedule, Appendix or Exhibit are references to Articles,
Sections, Schedules, Appendices and Exhibits in or to this Indenture and references to any paragraph, subsection, clause or other subdivision
within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition;
(d) the term “including” and all variations thereof means “including without limitation”; (e) except
as otherwise expressly provided herein, references to any law or regulation refer to that law or regulation as amended from time to time
and include any successor law or regulation; (f) references to any Person include that Person’s successors and assigns; (g) unless
the context otherwise requires, defined terms shall be equally applicable to both the singular and plural forms; and (h) headings
are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

 2 Indenture
 (PILOT 2026-1)

 ARTICLE II

 THE
NOTES

 Section 2.1           Form .
The Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes and Class A-4 Notes, in each case together
with the Indenture Trustee’s certificate of authentication, shall be in substantially the form set forth in Exhibit A
hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture
and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently
herewith, be determined by the officers executing the Notes, as evidenced by their execution of the Notes. Any portion of the text of
any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

 Each Note shall be dated
the date of its authentication. The terms of the Notes set forth in Exhibit A hereto are part of the terms of this Indenture.

 Section 2.2           Execution,
Authentication and Delivery . The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature
of any such Authorized Officer on the Notes may be manual or facsimile.

 Notes bearing the manual
or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

 The Indenture Trustee has
the power and authority to and shall, upon Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an aggregate
principal amount of $144,000,000, Class A-2a Notes for original issue in an aggregate principal amount of $278,500,000, Class A-2b
Notes for original issue in an aggregate principal amount of $75,000,000, Class A-3 Notes for original issue in an aggregate principal
amount of $353,500,000, and Class A-4 Notes for original issue in an aggregate principal amount of $60,000,000. The Note Balance
of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, and Class A-4 Notes Outstanding at
any time may not exceed such amounts except as provided in Section 2.5 .

 Each Note shall be dated
the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral
multiples of $1,000 in excess thereof (except for one Note of each Class which may be issued in a denomination other than an integral
multiple of $1,000).

 3 Indenture
 (PILOT 2026-1)

 No Note shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication
substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories,
and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.

 Section 2.3           Temporary
Notes . Pending the preparation of Definitive Notes, in accordance with Section 2.12 , the Issuer may execute, and
upon receipt of an Issuer Order, the Indenture Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed,
typewritten, mimeographed or otherwise produced, substantially of the tenor of the Definitive Notes in lieu of which they are issued
and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced
by their execution of such Notes.

 If temporary Notes are issued
in accordance with the preceding paragraph, the Issuer shall cause Definitive Notes to be prepared without unreasonable delay. After
the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes
at the office or agency of the Issuer to be maintained as provided in Section 3.2 , without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Notes, the Issuer shall execute and the Indenture Trustee upon Issuer Order shall authenticate
and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary
Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

 Section 2.4           Registration
of Transfer and Exchange .

 (a)             The
Issuer shall cause to be kept a register (the “ Note Register ”) in which, subject to such reasonable regulations as
it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. U.S. Bank Trust
Company, National Association shall initially be “Note Registrar” for the purpose of registering Notes and transfers of Notes
as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to
make such an appointment, assume the duties of Note Registrar.

 If a Person other than the
Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer shall give the Indenture Trustee prompt written notice of
the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee
shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall
have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by a Responsible Officer thereof as to
the names and addresses of the Noteholders and the principal amounts and number of such Notes.

 4 Indenture
 (PILOT 2026-1)

 (b)             Upon
surrender for registration of transfer or exchange of any Note at the office or agency of the Issuer to be maintained as provided in
 Section 3.2 , if the requirements of Section 8-401 of the UCC and this Indenture are met, the Issuer shall execute and
upon its written request the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the
name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same Class and
a like aggregate outstanding principal amount.

 At the option of the related
Noteholder, Notes may be exchanged for other Notes in any authorized denominations, of the same Class and a like aggregate outstanding
principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange,
if the requirements of Section 8-401 of the UCC are met the Issuer shall execute and, upon Issuer Request, the Indenture Trustee
shall authenticate and the related Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange
is entitled to receive.

 (c)             All
Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

 (d)             Every
Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by, a written
instrument of transfer in form and substance satisfactory to the Issuer and the Indenture Trustee duly executed by the Noteholder thereof
or its attorney-in-fact duly authorized in writing, with such signature guaranteed by an “eligible grantor institution” meeting
the requirements of the Note Registrar and Indenture Trustee which requirements include membership or participation in a Securities Transfer
Agents Medallion Program (“ STAMP ”) or such other “signature guarantee program” as may be determined by
the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act and (ii) accompanied by
such other documents as the Indenture Trustee may require, including but not limited to the applicable IRS Form W-8 or W-9.

 (e)             No
service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Issuer, the Note Registrar
and the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.3 or Section 9.5
not involving any transfer.

 The preceding provisions
of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or
exchanges of any Notes selected for redemption or of any Note for a period of fifteen (15) days preceding the due date for any payment
with respect to such Note.

 5 Indenture
 (PILOT 2026-1)

 Section 2.5           Mutilated,
Destroyed, Lost or Stolen Notes . If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture
Trustee such security, surety, bond or indemnity as may be required by it to hold the Issuer, the Note Registrar, and the Indenture Trustee
harmless, then, in the absence of written notice to the Issuer, or to a Responsible Officer of the Note Registrar or the Indenture Trustee
that such Note has been acquired by a “protected purchaser” (as contemplated by Article 8 of the UCC), and provided ,
that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute and upon its written request the Indenture Trustee
shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note;
 provided, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall
be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may upon delivery of
the security, surety, bond or indemnity herein required pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption
Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant
to the proviso to the preceding sentence, a “protected purchaser” (as contemplated by Article 8 of the UCC) of the original
Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee
shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such
replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a “protected
purchaser” (as contemplated by Article 8 of the UCC), and shall be entitled to recover upon the security, surety, bond or
indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection
therewith.

 Upon the issuance of any
replacement Note under this Section 2.5 , the Issuer or the Indenture Trustee may require the payment by the Noteholder of
a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses
(including the fees and expenses of the Indenture Trustee, the Securities Intermediary or the Note Registrar) connected therewith.

 Every replacement Note issued
pursuant to this Section 2.5 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, and shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Notes duly issued hereunder.

 In authenticating the Notes
hereunder, the Indenture Trustee shall be entitled to receive and have no liability for relying on a certification from the Issuer that
the requirements of Section 8-401 or section 8-405 of the UCC, as applicable, have been met.

 The provisions of this Section 2.5
are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes.

 Section 2.6           Persons
Deemed Owners . Prior to due presentment for registration of transfer of any Note, the Issuer, the Note Registrar, the Paying
Agent, the Indenture Trustee and any agent of the Issuer the Note Registrar, the Paying Agent or the Indenture Trustee shall treat the
Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments
of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither
the Issuer, the Note Registrar, the Paying Agent, the Indenture Trustee nor any agent of the Issuer the Note Registrar, the Paying Agent
or the Indenture Trustee shall be affected by notice to the contrary.

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 Section 2.7           Payment
of Principal and Interest; Defaulted Interest .

 (a)             Each
Note shall accrue interest at its respective Interest Rate, and such interest shall be payable on each Payment Date as specified therein,
subject to Sections 3.1 and 8.4 . Any installment of interest or principal, if any, payable on any Note which is punctually
paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or
more Predecessor Notes) is registered on the Record Date, by wire transfer of immediately available funds to such account at a bank or
other depository institution having appropriate wire transfer facilities as a Noteholder shall designate by written instruction requested
and received by the Paying Agent not later than five (5) Business Days prior to the Record Date related to the applicable Payment
Date or by such alternative method of payment as may be determined in accordance with Section 11.6 , except that, unless Definitive
Notes have been issued pursuant to Section 2.12 , with respect to Notes registered on the Record Date in the name of the nominee
of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available
funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on
a Payment Date or on the Final Scheduled Payment Date for such Class (and except for the Redemption Price for any Note called for
redemption pursuant to Section 10.1 ) which shall be payable as provided below. The funds represented by any such wires returned
undelivered shall be held in accordance with Section 3.3 .

 (b)             The
principal of each Note shall be payable in installments on each Payment Date as provided in Section 8.4 . Notwithstanding
the foregoing, the entire unpaid Note Balance and all accrued interest thereon shall be due and payable, if not previously paid, on the
earlier of (i) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Holders
of a majority of the aggregate Note Balance of the Outstanding Notes, have declared the Notes to be immediately due and payable in the
manner provided in Section 5.2 and (ii) with respect to any Class of Notes, on the Final Scheduled Payment Date
for that Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled
thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date
preceding the Payment Date on which the Indenture Trustee expects that the final installment of principal of and interest on such Note
will be paid. Such notice shall be transmitted prior to such final Payment Date and shall specify that such final installment will be
payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered
for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2 .

 (c)             If
the Issuer defaults on a payment of interest on any Class of Notes, the Issuer shall pay defaulted interest (plus interest on such
defaulted interest to the extent lawful at the applicable Interest Rate for such Class of Notes), which shall be due and payable
on the Payment Date following such default. The Issuer shall pay such defaulted interest to the Persons who are Noteholders on the Record
Date for such following Payment Date.

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 Section 2.8           Cancellation .
All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the
Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuer may at
any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer
may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No Notes
shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by
this Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or
disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it;
 provided , that such Issuer Order is timely and that such Notes have not been previously disposed of by the Indenture Trustee.

 Section 2.9           Release
of Collateral . Subject to Section 11.1 , the Indenture Trustee shall release property from the Lien of this Indenture
only upon receipt of an Issuer Request, accompanied by an Officer’s Certificate and an Opinion of Counsel, and, unless the Notes
have been redeemed in accordance with Section 10.1, Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such
Independent Certificates. If the Commission shall issue an exemptive order under TIA Section 304(d) modifying the Issuer’s
obligations under TIA Sections 314(c) and 314(d)(1), subject to Section 11.1 and the terms of the Transaction Documents,
the Indenture Trustee shall release property from the lien of this Indenture in accordance with the conditions and procedures set forth
in such exemptive order. Notwithstanding the foregoing, any Transaction Unit the beneficial interest in which was reallocated from the
Transaction SUBI Portfolio to the UTI Portfolio pursuant to Section 8.12 of the Transaction SUBI Servicing Supplement or
 Section 3.3 of the SUBI Sale Agreement shall be deemed to be automatically released from the Lien of this Indenture without
any action being taken by the Indenture Trustee upon payment of the related Reallocation Amount for such Transaction Unit.

 Section 2.10         Book-Entry
Notes .

 The Notes, upon original
issuance, shall be issued in the form of typewritten notes representing the Book-Entry Notes representing global notes (“ Global
Notes ”), to be delivered to the Indenture Trustee, as agent for DTC, the initial Clearing Agency, by, or on behalf of, the
Issuer. One fully registered Global Note shall be issued with respect to each $500 million in principal amount of each Class of
Notes and any such lesser amount. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the
nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note representing such Note Owner’s interest
in such Note, except as provided in Section 2.12 . Unless and until definitive, fully registered Notes (the “ Definitive
Notes ”) have been issued to Note Owners pursuant to Section 2.12 :

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

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 (b)             the
Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including
the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole Noteholders
of the Notes, and shall have no obligation to the Note Owners;

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

 (d)             the
rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements
between or among such Note Owners and the Clearing Agency and/or the Clearing Agency Participants or Persons acting through Clearing
Agency Participants. Pursuant to the Note Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 2.12 ,
the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments
of principal of and interest on the Notes to such Clearing Agency Participants; and

 (e)             whenever
this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage
of the aggregate Note Balance of the Outstanding Notes, the Clearing Agency shall be deemed to represent such percentage only to the
extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants or Persons acting through
Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and
has delivered such instructions to the Indenture Trustee.

 Section 2.11         Notices
to Clearing Agency . Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12 , the Indenture Trustee shall give all
such notices and communications specified herein to be given to the Noteholders to the Clearing Agency, and shall have no obligation
to the Note Owners.

 Section 2.12         Definitive
Notes . If (i) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities with respect to the Notes, and the Administrator or the Indenture Trustee is unable to
locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate
the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Note Owners representing
beneficial interests aggregating at least a majority of the aggregate Note Balance of the Outstanding Notes (voting together as a single
class), advise the Indenture Trustee through the Clearing Agency or its successor in writing that the continuation of a book-entry system
through the Clearing Agency or its successor is no longer in the best interests of the Note Owners, then the Indenture Trustee shall
instruct the Clearing Agency to notify each Clearing Agency Participant of the occurrence of any such event and of the availability of
Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing
the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee
shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar
or the Indenture Trustee shall be liable for any delay in delivery of such instructions and each may conclusively rely on, and shall
be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders
of the Definitive Notes as Noteholders.

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 The Definitive Notes shall be typewritten, printed,
lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined
by the officers executing such Notes, as evidenced by their execution of such Notes.

 Section 2.13         Authenticating
Agents .

 (a)             Upon
the request of the Issuer, the Indenture Trustee shall, and if the Indenture Trustee so chooses, the Indenture Trustee may appoint one
or more Persons (each, an “ Authenticating Agent ”) with power to act on its behalf and subject to its direction in
the authentication of Notes in connection with issuance, transfers and exchanges under Sections 2.2 , 2.3 , 2.4 , 2.5 ,
 2.10 , 2.12 and 9.5 , as fully to all intents and purposes as though each such Authenticating Agent had been expressly
authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating
Agent pursuant to this Section shall be deemed to be the authentication of Notes “by the Indenture Trustee.” The Indenture
Trustee shall be the Authenticating Agent in the absence of any appointment thereof.

 (b)             Any
Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting from
any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity succeeding to all or substantially
all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without
the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor Person.

 (c)             Any
Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuer. The Indenture
Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating
Agent and the Issuer. Upon receiving such notice of resignation or upon such termination, the Indenture Trustee may appoint a successor
Authenticating Agent and shall give written notice of any such appointment to the Issuer.

 (d)             The
provisions of Section 6.4 shall be applicable to any Authenticating Agent.

 Section 2.14         Tax
Treatment .

 (a)             The
Issuer has entered into this Indenture, and the Notes (other than Notes held by the Issuer or any Person treated as the same Person as
the Issuer for U.S. federal income tax purposes) shall be issued, with the intention that, for U.S. federal, state and local income and
franchise tax purposes, the Notes (other than Notes held by the Issuer or any Person treated as the same Person as the Issuer for U.S.
federal income tax purposes) shall be characterized as indebtedness. The Issuer, by entering into this Indenture, and each Noteholder,
by its acceptance of a Note (and each Note Owner by its acceptance of a beneficial interest in a Note, if applicable), agree to treat
such Notes (other than Notes held by the Issuer or any Person treated as the same Person as the Issuer for U.S. federal income tax purposes)
for U.S. federal, state and local income and franchise tax purposes as indebtedness.

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 (b)             On
or before the date on which it acquires a Note (or interest therein) and thereafter promptly upon request, each Noteholder and Note Owner
shall provide to the Indenture Trustee, Paying Agent and/or the Issuer (or other person responsible for withholding of taxes) with its
Tax Information. Each Noteholder and Note Owner shall provide such person updated Tax Information if any Tax Information previously delivered
expires or becomes obsolete or inaccurate in any respect. Each Noteholder and Note Owner is deemed to understand that by acceptance of
a Note or interest therein, such Noteholder or Note Owner agrees to supply the foregoing information. Further, each Noteholder and Note
Owner is deemed to understand that the Issuer, Indenture Trustee and Paying Agent have the right to withhold as required on amounts
payable with respect to the Note (without any corresponding gross-up) on any beneficial owner of an interest in a Note that fails to
comply with the preceding sentences. The Issuer, Indenture Trustee and Paying Agent shall be fully protected in relying upon, and
each Noteholder and Note Owner by its acceptance of a Note hereunder agrees to indemnify and hold the Issuer, Indenture Trustee
and Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Issuer, Indenture
Trustee or Paying Agent’s reliance upon, any Tax Information provided by any Noteholder or Note Owner to the Issuer, the Indenture
Trustee or the Paying Agent pursuant to this section.

 Section 2.15         Certain
Transfer Restrictions on all Notes . By acquiring a Note (or interest therein), each purchaser and transferee (and if the purchaser
or transferee is a Plan, its fiduciary) shall be deemed to represent and warrant that either: (a) it is not acquiring and will not
hold such Note (or any interest therein) with any assets of (i) a Benefit Plan or (ii) any Plan subject to Similar Law; or
(b) if it is a Benefit Plan or a Plan that is subject to Similar Law (i) such Note is rated at least “BBB-” or
its equivalent by at least one nationally recognized statistical rating organization at the time of acquisition and has not been characterized
as other than indebtedness under applicable local law and (ii) the acquisition, holding and disposition of such Note (or any interest
therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or
a violation of any Similar Law.

 Section 2.16         Certain
Transfer Restrictions on Certain Notes . Any Notes (or interests therein) beneficially owned by the Issuer or a Person that is
treated as the same Person as the Issuer for U.S. federal income tax purposes after the Closing Date may not be transferred for U.S.
federal income tax purposes to another Person (other than a Person that is considered to be the same Person as the Issuer for U.S. federal
income tax purposes) unless the Administrator shall cause an Opinion of Counsel, of nationally recognized tax counsel, to be delivered
to the Transferor and the Indenture Trustee to the effect that (x) such Notes will be treated as debt for United States federal
income tax purposes and (y) the sale of such Notes will not cause the Issuer to be classified as an association or publicly traded
partnership taxable, in either case, as a corporation for U.S. federal income tax purposes. The transferee acknowledges that any transfer
in violation of the foregoing will be of no force and effect, will be void ab initio, and will not operate to transfer any rights to
the transferee. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., the Notes have original issue
discount), tracking conditions such as requiring that such Notes be in definitive registered form or have a different CUSIP may be required
by the Administrator as a condition to such transfer (e.g. if the Notes have original issue discount).

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 ARTICLE III

 COVENANTS

 Section 3.1           Payment
of Principal and Interest; Determination of SOFR Rate; Benchmark Replacement .

 (a)             The
Issuer will duly and punctually pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture.
Without limiting the foregoing and subject to Section 8.4 , on each Payment Date the Issuer shall cause to be paid all amounts
on deposit in the Collection Account which represent Available Funds for such Payment Date in accordance with Section 5.4
or 8.4(a) of this Indenture, as applicable. Amounts properly withheld under the Code by any Person from a payment to any
Noteholder of interest and/or principal shall be considered to have been paid by the Issuer to such Noteholder for all purposes of this
Indenture. Interest accrued on the Notes shall be due and payable on each Payment Date. The final principal payment on each Class of
Notes is due on the earlier of (a) the Redemption Date or (b) the applicable Final Scheduled Payment Date for that Class of
Notes.

 (b)             The
Paying Agent initially shall be the “Calculation Agent” for the purpose of obtaining the SOFR Rate pursuant to this Section 3.1 .
Upon any resignation of the Calculation Agent, the Administrator shall promptly appoint a successor or, if it elects not to make such
an appointment, assume the duties of Calculation Agent. If a Person other than the Paying Agent is appointed by the Administrator as
the Calculation Agent, the Administrator will give the Paying Agent prompt written notice of the appointment of the Calculation Agent.

 (c)             So
long as the Class A-2b Notes are Outstanding, the Calculation Agent shall obtain the SOFR Rate in accordance with the definition
of “SOFR Rate” on each SOFR Adjustment Date and shall promptly provide such rate to the Administrator or such person as directed
by the Administrator. The SOFR Rate obtained by the Calculation Agent, in the absence of manifest error, will be conclusive and binding
on the Noteholders.

 (d)             If
the Administrator determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred prior to the determination of the then-current Benchmark, the Benchmark Replacement determined by the Administrator
will replace the then-current Benchmark for all purposes relating to the Class A-2b Notes in respect of such determination on such
date and all such determinations on all subsequent dates. The Administrator shall deliver written notice to each Rating Agency and the
Calculation Agent on any SOFR Adjustment Date if, as of the applicable Reference Time, the Administrator has determined with respect
to the related Interest Period that there will be a change in the SOFR Rate or the terms related thereto since the immediately preceding
SOFR Adjustment Date due to a determination by the Administrator that a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred. The Administrator shall have the right to make SOFR Adjustment Conforming Changes and, in connection with the implementation
of a Benchmark Replacement, Benchmark Replacement Conforming Changes, from time to time.

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 (e)             All
percentages resulting from any calculation on the Class A-2b Notes shall be rounded to the nearest one hundred-thousandth of a percentage
point, with five-millionths of a percentage point rounded upwards (e.g., 9.8765445% (or 0.098765445) would be rounded to 9.87655% (or
0.0987655)), and all dollar amounts used in or resulting from that calculation on the Class A-2b Notes will be rounded to the nearest
cent (with one-half cent being rounded upwards).

 (f)             Any
determination, decision or election that may be made by the Administrator or any other Person in connection with a Benchmark Transition
Event, a Benchmark Replacement Conforming Change or a Benchmark Replacement pursuant to this Section 3.1 (or pursuant to
any capitalized term used in this Section 3.1 or in any such capitalized term), including any determination with respect
to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, rate or adjustment or of the
occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection,
will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretion, and, notwithstanding
anything to the contrary in the Transaction Documents, will become effective without the consent of any other Person (including any Noteholder).
The Class A-2b Noteholders shall not have any right to approve or disapprove of these changes and shall be deemed by their acceptance
of a Note to have agreed to waive and release any and all claims relating to any such determinations. Notwithstanding anything to the
contrary in the Transaction Documents, none of the Issuer, the Owner Trustee, the Indenture Trustee, the Administrator, the Calculation
Agent, the Paying Agent, the Sponsor, the Depositor or the Servicer will have any liability for any action or inaction taken or refrained
from being taken by it with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement,
Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other matters related to or arising in connection with
the foregoing. Each Noteholder and beneficial owner of Notes, by its acceptance of a Note or a beneficial interest in a Note, will be
deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the
Paying Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations.

 (g)             None
of the Indenture Trustee, the Owner Trustee, the Paying Agent, the Securities Intermediary, or the Calculation Agent shall be under any
obligation (i) to monitor, determine or verify the unavailability or cessation of the SOFR Rate, the Benchmark or Benchmark Replacement
or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any event giving rise to
the replacement of the SOFR Rate or a Benchmark Replacement (each of which shall be determined by Administrator), (ii) to select,
identify or designate any Benchmark Replacement, or other successor or replacement benchmark index, any Benchmark Replacement Date, any
Benchmark Transition Event, or whether any conditions to the designation of such a rate have been satisfied, (iii) to select, identify
or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index or (iv) to determine
whether or what SOFR Adjustment Conforming Changes, Benchmark Replacement Conforming Changes or other amendments are necessary or advisable,
if any, in connection with any of the foregoing.

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 (h)             None
of the Indenture Trustee, the Owner Trustee, the Paying Agent, the Securities Intermediary, or the Calculation Agent shall be liable
for any inability, failure or delay on its part to perform any of its duties set forth in this Indenture or any other Transaction Document
as a result of the unavailability of the SOFR Rate or Benchmark and absence of the designation of a Benchmark Replacement, including
as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the
Administrator, in providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture
and reasonably required for the performance of such duties.

 (i)               None
of the Indenture Trustee, the Securities Intermediary or the Calculation Agent shall have any liability for any interest rate published
by any publication that is the source for determining the Interest Rate of the Class A-2b Notes, including but not limited to the
Reuters Screen (or any successor source), the FRBNY’s website, the Bloomberg Financial Markets Commodities News or any successor
thereto, or for any rates published on any publicly available source or in any of the foregoing cases for any delay, error or inaccuracy
in the publication of any such rates, or for any subsequent correction or adjustment thereto.

 Section 3.2           Maintenance
of Office or Agency . As long as any of the Notes remain Outstanding, the Issuer shall maintain an office or agency where Notes
may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes
and this Indenture may be served, which office or agency shall initially be located at the Corporate Trust Office provided in clause
(a)(2) of such term. The Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.
The Issuer shall give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such
office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee
with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby
appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

 Section 3.3           Money
for Payments to be Held in Trust .

 (a)             As
provided in Sections 5.4(b) , 8.4(a) and 8.4(b) , all payments of amounts due and payable with respect to any
Notes that are to be made from amounts withdrawn from the Trust Accounts shall be made on behalf of the Issuer by the Indenture Trustee
or by another Paying Agent, and no amounts so withdrawn therefrom for payments on the Notes shall be paid over to the Issuer except as
provided in this Section.

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 (b)             By
noon, New York City time, on the Business Day prior to each Payment Date and the Redemption Date, the Issuer shall deposit or cause to
be deposited into the Collection Account Available Funds with respect to the related Collection Period, and the Paying Agent shall hold
or cause to be held such sum for the benefit of the Persons entitled thereto pursuant to the Transaction Documents and (unless the Paying
Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee in writing of its action or failure so to act.

 (c)             The
Issuer shall cause each paying agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in
which such paying agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as paying agent, it hereby so agrees
to the extent relevant), subject to the provisions of this Section, that such paying agent shall:

 (i)           hold
all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as provided
in the Transaction Documents;

 (ii)           give
the Indenture Trustee written notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge
in the making of any payment required to be made with respect to the Notes;

 (iii)         at
any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture
Trustee all sums so held in trust by such paying agent;

 (iv)         promptly
resign as a paying agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time
it ceases to meet the standards required to be met by a paying agent at the time of its appointment;

 (v)         comply
with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding
taxes imposed thereon, including any FATCA Withholding (including obtaining and retaining from Persons entitled to payments with respect
to the Notes any Tax Information and making any withholdings with respect to the Notes as required by the Code (including FATCA) and
paying over such withheld amounts to the appropriate governmental authority); and

 (vi)         comply
with respect to any applicable reporting requirements in connection with any payments made by it on any Notes and any withholding of
taxes therefrom, and, upon request, provide any Tax Information to the Issuer.

 (d)             The
Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order direct any paying agent to pay to the Indenture Trustee all sums held in trust by such paying agent, such sums to be held by the
Indenture Trustee upon the same trusts as those upon which such sums were held by such paying agent; and upon such a payment by any paying
agent to the Indenture Trustee, such paying agent shall be released from all further liability with respect to such money.

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 (e)             Subject
to applicable laws with respect to the escheat of funds, any money held by the Indenture Trustee or any paying agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable
shall be discharged from such trust and distributed by the Indenture Trustee to the Issuer upon receipt of an Issuer Request and the
Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof and all liability
of the Indenture Trustee or such paying agent with respect to such trust money shall thereupon cease; provided , however ,
that the Indenture Trustee or such paying agent, before being required to make any such payment, shall at the reasonable expense of the
Issuer cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified
therein, which date shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then
remaining shall be paid to the Issuer. The Indenture Trustee may also adopt and employ, at the written direction of and at the expense
of the Issuer, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment
to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and
payable but not claimed is determinable from the records of the Indenture Trustee or of any paying agent, at the last address of record
for each such Noteholder).

 Section 3.4           Existence .
The Issuer shall keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware
(unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States,
in which case the Issuer shall keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and
shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary
to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included
in the Trust Estate.

 Section 3.5           Protection
of Collateral . The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee
on behalf of the Noteholders to be prior to all other Liens in respect of the Collateral, and the Issuer shall take all actions necessary
to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority,
perfected security interest in the Collateral (except to the extent that the interest of the Indenture Trustee therein cannot be perfected
by the filing of a financing statement). The Issuer shall from time to time execute and deliver all such supplements and amendments hereto,
shall file or authorize the filing of all such financing statements, continuation statements, instruments of further assurance and other
instruments, all as prepared by the Administrator and delivered to the Issuer, and shall take such other action necessary or advisable
to:

 (a)             Grant
more effectively all or any portion of the Collateral;

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 (b)             maintain
or preserve the Lien and security interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes
hereof;

 (c)             perfect,
publish notice of or protect the validity of any Grant made or to be made by this Indenture;

 (d)             enforce
any of the Collateral;

 (e)             preserve
and defend title to the Collateral and the rights of the Indenture Trustee and the Noteholders in the Collateral against the claims of
all Persons; or

 (f)             pay
or cause to be paid all taxes or assessments levied or assessed upon the Collateral when due.

 The Issuer hereby designates
the Indenture Trustee as its agent and attorney-in-fact and hereby authorizes the Indenture Trustee to file all financing statements,
continuation statements or other instruments required to be filed (if any) pursuant to this Section; provided, however, the Indenture
Trustee shall have no duty and shall not be responsible for filing any financing or continuation statements or recording any documents
or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest.
Notwithstanding any statement to the contrary contained herein or in any other Transaction Document, the Issuer shall not be required
to notify any Dealer or any insurer with respect to any Insurance Policy about any aspect of the transactions contemplated by the Transaction
Documents. The Indenture Trustee shall release property from the Lien of this Indenture only in accordance with Section 4.1 ,
 5.4 (in connection with the exercise of remedies), 8.4 or 10.1 .

 Section 3.6           Opinions
as to Collateral .

 (a)             On
the Closing Date, the Issuer shall furnish or cause to be furnished to the Indenture Trustee an Opinion of Counsel to the effect that,
in the opinion of such counsel, either (i) such action has been taken with respect to the recording and filing of this Indenture,
any supplemental indentures hereto and any other requisite documents, and with respect to the filing of any financing statements and
continuation statements as are necessary to perfect and make effective the first priority lien and security interest of this Indenture
and reciting the details of such action, or (ii) no such action is necessary to make such lien and security interest effective.

 (b)             Within
120 days after the beginning of each calendar year, beginning with April 30, 2027, the Issuer shall furnish to the Indenture Trustee
an Opinion of Counsel either (i) stating that, in the opinion of such counsel, such action has been taken with respect to the recording,
filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect
to the filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created
by this Indenture and reciting the details of such action or (ii) stating that in the opinion of such counsel no such action is
necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording
and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the filing of any financing
statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest
of this Indenture until April 30 in the following calendar year.

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 Section 3.7           Performance
of Obligations; Administration of the Transaction SUBI Assets .

 (a)             The
Issuer shall not take any action and shall use its reasonable efforts not to permit any action to be taken by others, including the Administrator,
that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included
in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity
or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in
this Indenture, the other Transaction Documents or such other instrument or agreement.

 (b)             The
Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by
the Issuer. Initially, the Issuer has contracted with the Administrator, and the Administrator has agreed, to assist the Issuer in performing
its duties under this Indenture.

 (c)             The
Issuer shall, and shall cause the Administrator and the Servicer to, punctually perform and observe all of its respective obligations
and agreements contained in this Indenture, the other Transaction Documents and the instruments and agreements included in the Collateral,
including but not limited to preparing (or causing to be prepared) and filing (or causing to be filed) all UCC financing statements and
continuation statements required to be filed by the terms of this Indenture and the other Transaction Documents in accordance with and
within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer, as a party to the
Transaction Documents and as Holder of the Transaction SUBI Certificate, shall not waive, amend, modify, supplement or terminate any
Transaction Document to which it is a party or any provision thereof other than in accordance with the amendment provisions set forth
in such Transaction Document.

 Section 3.8           Negative
Covenants . So long as any Notes are Outstanding, the Issuer shall not:

 (a)             engage
in any activities other than financing, acquiring, owning, pledging and managing the Transaction SUBI Certificate and the other Collateral
as contemplated by this Indenture and the other Transaction Documents;

 (b)             except
as expressly permitted by this Indenture or in the other Transaction Documents, sell, transfer, exchange or otherwise dispose of any
of the properties or assets of the Issuer;

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 (c)             claim
any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld
from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of
the payment of the taxes levied or assessed upon any part of the Trust Estate;

 (d)             except
as otherwise permitted by the Transaction Documents, dissolve or liquidate in whole or in part;

 (e)             (i) permit
the validity or effectiveness of this Indenture to be impaired, permit the Lien of this Indenture to be amended, hypothecated, subordinated,
terminated or discharged or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture,
except as may be expressly permitted hereby, (ii) permit any Lien (other than Permitted Liens) to be created on or extend to or
otherwise arise upon or burden the Trust Estate, any part thereof or any interest therein or the proceeds thereof or (iii) except
as otherwise provided in the Transaction Documents, permit the Lien of this Indenture not to constitute a valid first priority (other
than with respect to any Permitted Lien) security interest in the Collateral;

 (f)             incur,
assume or guarantee any indebtedness other than indebtedness incurred in accordance with the Transaction Documents; or

 (g)             merge
or consolidate with, or transfer substantially all of its assets to, any other Person.

 Section 3.9           Annual
Compliance Statement .

 (a)             So
long as the Transferor is required to file any Exchange Act Reports with respect to the Issuer, the Issuer shall deliver to the Indenture
Trustee and each Rating Agency, within 90 days after the end of each calendar year (beginning with the year ending December 31,
2026), an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:

 (i)           a
review of the activities of the Issuer during such year (or since the Closing Date, in the case of the first such Officer’s Certificate)
and of its performance under this Indenture has been made under such Authorized Officer’s supervision; and

 (ii)           to
the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied in all material respects with all
conditions and covenants under this Indenture throughout such year, or, if there has been a default in the compliance of any such condition
or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

 (b)             The
Issuer shall:

 (i)           file
with the Indenture Trustee, within 15 days after the Issuer is required (if at all) to file the same with the Commission, copies of the
annual reports and such other information, documents and reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) as the Issuer may be required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act or such other reports required pursuant to TIA Section 314(a)(1);

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 (ii)           file
with the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission
such other information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture
as may be required from time to time by such rules and regulations; and

 (iii)         supply
to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders as required by TIA Section 313(c))
such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of
this Section 3.9(b) as may be required pursuant to rules and regulations prescribed from time to time by the Commission.

 (c)             Delivery
of such reports, information and documents to the Indenture Trustee is for informational purposes only and the Indenture Trustee’s
receipt of such shall not constitute constructive or actual notice of any information contained therein or determinable from information
contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Indenture Trustee is
entitled to rely exclusively on Officer’s Certificates).

 (d)             Unless
the Issuer otherwise determines, the fiscal year of the Issuer shall be the same as the fiscal year of the Servicer, which is the calendar
year.

 Section 3.10         Restrictions
on Certain Other Activities . Except as otherwise provided in the Transaction Documents, the Issuer shall not: (i) engage
in any activities other than financing, acquiring, owning, pledging and managing the Transaction SUBI Certificate and the other Collateral
in the manner contemplated by the Transaction Documents; (ii) issue, incur, assume, guarantee or otherwise become liable, directly
or indirectly, for any indebtedness other than the Notes; (iii) make any loan, advance or credit to, guarantee (directly or indirectly
or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing
or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or
dividends of, own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of,
or any other interest in, or make any capital contribution to, any other Person; or (iv) make any expenditure (by long-term or operating
lease or otherwise) for capital assets (either realty or personalty).

 Section 3.11         Restricted
Payments . The Issuer shall not, directly or indirectly, (a) pay any dividend or make any distribution (by reduction of capital
or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest
in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer or the
Administrator, (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or
(c) set aside or otherwise segregate any amounts for any such purpose; provided , that the Issuer may cause to be made distributions
to the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee, the Origination Trustee, the Noteholders and the Certificateholder
as permitted by, and to the extent funds are available for such purpose under, this Indenture, the Servicing Agreement, the Transaction
SUBI Supplement, the Administration Agreement or the Trust Agreement. Other than as set forth in the preceding sentence, the Issuer shall
not, directly or indirectly, make distributions from the Trust Accounts.

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 Section 3.12         Notice
of Events of Default . The Issuer shall promptly deliver to the Indenture Trustee and each Rating Agency written notice in the
form of an Officer’s Certificate of any Event of Default, its status and what action the Issuer is taking or proposes to take with
respect thereto.

 Section 3.13         Further
Instruments and Acts . Upon request of the Indenture Trustee, the Issuer shall execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

 Section 3.14         Delivery
of Transaction SUBI Certificate . On the Closing Date, the Issuer shall deliver or cause to be delivered to the Indenture Trustee
as security for its obligations hereunder, the Transaction SUBI Certificate. The Indenture Trustee shall take possession of the Transaction
SUBI Certificate in New York and shall at all times during the period of this Indenture maintain custody of the Transaction SUBI Certificate
in New York.

 Section 3.15         Compliance
with Laws . The Issuer shall comply with the requirements of all applicable laws, the non-compliance with which would, individually
or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture
or any other Transaction Document.

 Section 3.16         Removal
of Administrator . For so long as any Notes are Outstanding, the Issuer shall not remove the Administrator without cause unless
the Rating Agency Condition shall have been satisfied in connection therewith.

 Section 3.17         Perfection
Representations, Warranties and Covenants . The perfection representations, warranties and covenants attached hereto as Schedule
I shall be deemed to be part of this Indenture for all purposes.

 Section 3.18         Exchange
Act Filings. Perfection Representations, Warranties and Covenants . The Issuer hereby authorizes the Servicer and the Transferor,
or either of them, to prepare, sign, certify and file any and all reports, statements and information respecting the Issuer and/or the
Notes required to filed pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

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 ARTICLE IV

 SATISFACTION
AND DISCHARGE

 Section 4.1           Satisfaction
and Discharge of Indenture . This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights
of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders
to receive payments of principal thereof and interest thereon, (d) Sections 3.3 , 3.4 , 3.5 , 3.8 , 3.10 ,
 3.11 and 3.13 , (e) the rights, protections and immunities of the Indenture Trustee hereunder (including the rights
of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.2 ) and
(f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable
to all or any of them, and the Indenture Trustee, on demand and at the expense and on behalf of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:

 (a)             either
(i) all Notes theretofore authenticated and delivered (other than (1) Notes that have been destroyed, lost or stolen and that
have been replaced or paid as provided in Section 2.5 and (2) Notes for which payment money has theretofore been deposited
in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided
in Section 3.3 ) have been delivered to the Indenture Trustee for cancellation or (ii) all Notes not theretofore delivered
to the Indenture Trustee for cancellation (1) have become due and payable, (2) will become due and payable at the latest occurring
Final Scheduled Payment Date within one year, or (3) are to be called for redemption within one year under arrangements satisfactory
to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer,
and the Issuer, in the case of clauses (1) , (2) or (3) , has irrevocably deposited or caused to be irrevocably
deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature
prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness
on such Notes not theretofore delivered to the Indenture Trustee for cancellation, when due, to the latest occurring Final Scheduled
Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1 ), as the case may
be;

 (b)             the
Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and

 (c)             the
Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel and (if required by the TIA or
the Indenture Trustee and if such discharge is not related to a redemption of the Notes in accordance with Section 10.1) an Independent
Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and,
subject to Section 11.2 , each stating that all conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with (and, in the case of an Officer’s Certificate, stating that the Rating Agency
Condition has been satisfied ( provided , that such Officer’s Certificate need not state that the Rating Agency Condition
has been satisfied if all amounts owing on each Class of Notes have been paid or will be paid in full on the date of delivery of
such Officer’s Certificate)).

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 Section 4.2           Application
of Trust Money . All monies deposited with the Indenture Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this Indenture. Such monies need not be segregated from other funds
of the Indenture Trustee except to the extent required herein or as required by law.

 Section 4.3           Repayment
of Monies Held by Paying Agent . In connection with the satisfaction and discharge of this Indenture with respect to the Notes,
all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such
Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.3
and thereupon such Paying Agent shall be released from all further liability with respect to such monies.

 ARTICLE V

 EVENTS
OF DEFAULT; REMEDIES

 Section 5.1           Events
of Default . The occurrence and continuation of any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental body) shall constitute a default under this Indenture
(each, an “ Event of Default ”):

 (a)             default
in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of five
(5) Business Days or more;

 (b)             default
in the payment of principal of any Note at the related Final Scheduled Payment Date or the Redemption Date;

 (c)             any
failure by the Issuer to duly observe or perform in any material respect any of its material covenants or agreements made in this Indenture
(other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically
dealt with), which failure materially and adversely affects the interests of the Noteholders, and such failure shall continue unremedied
for a period of ninety (90) days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee
or by Noteholders evidencing at least a majority of the aggregate Note Balance of the Outstanding Notes, a written notice specifying
such failure and requiring it to be remedied and stating that such notice is a “ Notice of Default ” hereunder;

 (d)             any
representation or warranty of the Issuer made in this Indenture proves to have been incorrect in any material respect when made, which
failure materially and adversely affects the interests of the Noteholders, and which failure continues unremedied for a period of ninety
(90) days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or by Noteholders
evidencing at least a majority of the aggregate Note Balance of the Outstanding Notes, a written notice specifying such failure and requiring
it to be remedied and stating that such notice is a “ Notice of Default ” hereunder; or

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 (e)             a
Bankruptcy Event with respect to the Issuer;

 provided, however ,
that a delay in or failure of performance referred to under clauses (a) , (b) , (c) or (d) above
for a period of one hundred twenty (120 days) will not constitute an Event of Default if that delay or failure was caused by force majeure
or other similar occurrence.

 Section 5.2           Acceleration
of Maturity; Waiver of Event of Default .

 (a)             Except
as set forth in the following sentence, if an Event of Default should occur and be continuing, then and in every such case the Indenture
Trustee may, or if directed in writing by the Noteholders representing not less than a majority of the aggregate Note Balance of the
Outstanding Notes, shall declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture
Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and
unpaid interest thereon through the date of acceleration, shall become immediately due and payable. If an Event of Default specified
in Section 5.1(e) occurs, all unpaid principal, together with all accrued and unpaid interest thereon, of all Notes,
and all other amounts payable hereunder, shall automatically become due and payable without any declaration or other act on the part
of the Indenture Trustee or any Noteholder.

 (b)             At
any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due
has been obtained by the Indenture Trustee as hereinafter provided for in this Article V , the Noteholders representing a
majority of the aggregate Note Balance of the Outstanding Notes, by written notice to the Issuer and the Indenture Trustee, may rescind
and annul such declaration and its consequences if:

 (i)           the
Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay (A) all payments of principal of and interest on
all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration
had not occurred and (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and counsel; and

 (ii)           all
Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been
cured or waived as provided in Section 5.12 .

 No such rescission shall
affect any subsequent default or impair any right consequent thereto.

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 If the Notes have been declared
due and payable or have automatically become due and payable following an Event of Default, the Indenture Trustee may institute Proceedings
to collect amounts due, exercise remedies as a secured party (including foreclosure or sale of the Collateral) or elect to maintain the
Collateral and continue to apply the proceeds from the Collateral as if there had been no declaration of acceleration. Any sale of the
Collateral by the Indenture Trustee will be subject to the terms and conditions of Section 5.4 .

 Section 5.3           Collection
of Indebtedness and Suits for Enforcement by Indenture Trustee .

 (a)             The
Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and
such default continues for a period of five (5) Business Days or more, or (ii) default is made in the payment of the principal
of or any installment of the principal of any Note when the same becomes due and payable, the Issuer will, upon demand of the Indenture
Trustee in writing as directed by Noteholders representing a majority of the aggregate Note Balance of the Outstanding Notes, pay to
the Indenture Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on such Notes for principal
and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable,
upon overdue installments of interest, at the applicable Interest Rate and in addition thereto such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and its agents and counsel.

 (b)             In
case the Issuer shall fail forthwith to pay the amounts described in clause (a) above upon such demand, the Indenture Trustee,
in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and
may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes
and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the
monies adjudged or decreed to be payable.

 (c)             If
an Event of Default shall have occurred and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4 ,
in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the
Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant
or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal
or equitable right vested in the Indenture Trustee by this Indenture or by law.

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 (d)             In
case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership
interest in the Collateral, Proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official
shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other
comparable judicial proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

 (i)           to
file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file
such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim
for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and
counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor
Indenture Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such Proceedings;

 (ii)           unless
prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee
or Person performing similar functions in any such Proceedings;

 (iii)         to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with
respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and

 (iv)         to
file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture
Trustee or the Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property;

 and any trustee, receiver, liquidator, custodian
or other similar official in any such Proceeding is hereby authorized by each Noteholder to make payments to the Indenture Trustee, and,
in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture
Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee
and their respective agents, attorneys and counsel, and all other expenses, indemnities and liabilities incurred, and all advances made,
by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence, bad faith or willful misconduct, and
any other amounts due the Indenture Trustee under Section 6.7 .

 (e)             Nothing
herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf
of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder
thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such Proceeding except, as aforesaid,
to vote for the election of a trustee in bankruptcy or similar Person.

 26 Indenture
 (PILOT 2026-1)

 (f)             All
rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without
the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action
or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery
of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture
Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes.

 (g)             In
any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture
to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall
not be necessary to make any Noteholder a party to any such Proceedings.

 Section 5.4           Remedies;
Priorities .

 (a)             If
an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Sections
5.2 and 5.5 ):

 (i)           institute
Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this
Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any
other obligor upon such Notes monies adjudged due;

 (ii)           institute
Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Collateral;

 (iii)         exercise
any other remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies
of the Indenture Trustee and the Noteholders; and

 (iv)         subject
to Section 5.17 , after an acceleration of the maturity of the Notes pursuant to Section 5.2 , sell the Trust Estate
or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted
by law;

 provided, however ,
that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default which accelerates the maturity
of the Notes, unless (A) the Transferor elects to exercise its rights to purchase the Transaction SUBI Certificate pursuant to Section 3.18
of the SUBI Transfer Agreement, (B) the holders of 100% of the aggregate Note Balance of the Outstanding Notes have consented to
such sale or liquidation, (C) the proceeds of such sale or liquidation are sufficient to pay in full all unpaid the principal of
and the accrued interest on all Outstanding Notes or (D) the default relates to the failure to pay interest or principal when due
(a “ Payment Default ”) and the Indenture Trustee determines (but shall have no obligation to make such determination)
that the Collections on the Trust Estate will not be sufficient on an ongoing basis to make all payments of principal of and interest
on the Notes as those payments would have become due if the Notes had not been declared due and payable; and, in the case of ( D ) above,
the Indenture Trustee obtains the consent of the holders of 66-2/3% of the aggregate Note Balance of the Outstanding Notes. In determining
such sufficiency or insufficiency with respect to clauses (C) and (D) of the preceding sentence, the Indenture
Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation
as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Notwithstanding anything
herein to the contrary, if the Event of Default does not relate to a Payment Default or Bankruptcy Event with respect to the Issuer,
the Indenture Trustee may not sell or otherwise liquidate the Trust Estate unless the Holders of all Outstanding Notes consent to such
sale or the proceeds of such sale are sufficient to pay in full the principal of and accrued interest on the Outstanding Notes.

 27 Indenture
 (PILOT 2026-1)

 (b)             Notwithstanding
the provisions of Section 8.4 of this Indenture, if the Indenture Trustee collects any money or property pursuant to this
 Article V and the Notes have been accelerated, it shall pay out such money or property (and other amounts, including all
amounts held on deposit in the Reserve Account) held as Collateral for the benefit of the Noteholders (net of liquidation costs associated
with the sale of the Trust Estate) in the following order of priority, based solely on and in accordance with the Servicer’s Certificate:

 (i)           first,
 pro rata, (i) to the Indenture Trustee, the Owner Trustee and the Origination Trustee, any accrued and unpaid fees, reasonable
expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior Collection
Periods) pursuant to the terms of this Indenture, the Origination Trust Agreement or the Trust Agreement, as applicable, in each case,
to the extent not previously paid, and (ii) to the Asset Representations Reviewer, any accrued and unpaid fees, reasonable expenses
and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior Collection Periods)
pursuant to the terms of this Indenture or the Asset Representations Review Agreement, as applicable, in each case, to the extent not
previously paid;

 (ii)           second ,
to the Servicer (or any predecessor Servicer, if applicable), for reimbursement of all outstanding Advances, if any;

 (iii)         third,
 to the Servicer, the Servicing Fee, together with any unpaid Servicing Fees in respect of one or more prior Collection Periods and
any Investment Earnings;

 (iv)         fourth ,
pro rata, to the Noteholders, for payment to each respective Class, the Accrued Note Interest; provided , that if there are not
sufficient funds available to pay the entire amount of the Accrued Note Interest, the amounts available shall be applied to the payment
of such interest on each Class of Notes on a pro rata basis based on the amount of interest payable to each Class of Notes;

 (v)         fifth ,
to the Class A-1 Noteholders, in respect of principal thereon, until the Class A-1 Notes have been paid in full; and

 28 Indenture
 (PILOT 2026-1)

 (vi)         sixth ,
to the Class A-2a Noteholders, the Class A-2b Noteholders and the Class A-3 Noteholders and the Class A-4 Noteholders,
in respect of principal thereon, pro rata based on the Note Balance of each such Class until each such Class of Notes has been
paid in full;

 (vii)       seventh ,
any remaining funds shall be distributed to or at the written direction of the Certificateholder.

 The Indenture Trustee may
fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such record
date, the Issuer shall deliver to each Noteholder and the Indenture Trustee a notice that states the record date, the payment date and
the amount to be paid.

 Prior to an acceleration
of the Notes after an Event of Default, if the Indenture Trustee collects any money or property pursuant to this Article V ,
such amounts shall be deposited into the Collection Account and distributed in accordance with Section 8.4 hereof.

 Section 5.5           Optional
Preservation of the Collateral . If the Notes have been declared or are automatically due and payable under Section 5.2
following an Event of Default and such declaration or automatic occurrence and its consequences have not been rescinded and annulled,
if permitted hereunder, the Indenture Trustee may but need not, elect to maintain possession of the Trust Estate (unless the Transferor
has elected to purchase the Transaction SUBI Certificate pursuant to Section 3.18 of the SUBI Transfer Agreement) and, if
the Indenture Trustee elects to maintain such possession, it shall continue to apply the proceeds thereof in accordance with Section 5.4(b) .
It is the intent of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of
and interest on the Notes, and the Indenture Trustee shall take such intent into account when determining whether or not to maintain
possession of the Collateral. In determining whether to maintain possession of the Collateral, the Indenture Trustee may, but need not,
obtain and conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose.

 Section 5.6           Limitation
of Suits .

 (a)             No
Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

 (i)           such
Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

 (ii)           the
Holders of not less than 25% of the aggregate Note Balance of the Outstanding Notes have made written request to the Indenture Trustee
to institute such Proceeding in respect of such Event of Default in its own name as the Indenture Trustee hereunder;

 29 Indenture
 (PILOT 2026-1)

 (iii)         such
Holder or Holders have offered to the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities
to be incurred in complying with such request;

 (iv)         the
Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings;
and

 (v)         no
direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of
a majority of the aggregate Note Balance of the Outstanding Notes.

 Notwithstanding the foregoing,
no Holder of any Note shall be prohibited by this Section 5.6 from initiating or pursuing, or directing the Indenture Trustee to
initiate or pursue, mediation or arbitration pursuant to Section 7.6 with respect to any request described in Section 7.6(a) that
has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within 180 days after receipt of
notice of such request by PFLP.

 No Noteholder or group of
Noteholders shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders
or to enforce any right under this Indenture, except, in each case, to the extent and in the manner herein provided.

 In the event the Indenture
Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less
than a majority of the aggregate Note Balance of the Outstanding Notes, the Indenture Trustee shall take the action directed by the holders
representing the largest percentage of the Note Balance of the Outstanding Notes, notwithstanding any other provisions of this Indenture.

 (b)             No
Noteholder shall have any right to vote except as provided pursuant to this Indenture and the Notes, nor any right in any manner to otherwise
control the operation and management of the Issuer. However, in connection with any action as to which Noteholders are entitled to vote
or consent under this Indenture and the Notes, the Issuer may set a record date for purposes of determining the identity of Noteholders
entitled to vote or consent in accordance with TIA Section 316(c).

 Section 5.7           Rights
of Noteholders to Receive Principal and Interest . Notwithstanding any other provisions in this Indenture, the Holder of any Note
shall have the right to receive payment of the principal of and interest on such Note on or after the respective due dates thereof expressed
in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement
of any such payment in accordance with Section 5.6 and such right shall not be impaired without the consent of such Noteholder.

 30 Indenture
 (PILOT 2026-1)

 Section 5.8           Restoration
of Rights and Remedies . If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture
Trustee or such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination
in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies
of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

 Section 5.9           Rights
and Remedies Cumulative . No right or remedy herein conferred upon or reserved to the Indenture Trustee or the Noteholders is
intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law, in equity or otherwise. The assertion
or employment of any right or remedy hereunder or otherwise shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

 Section 5.10         Delay
or Omission Not a Waiver . No delay or omission of the Indenture Trustee or any Noteholder to exercise any right or remedy accruing
upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default
or an acquiescence therein. Every right and remedy given by this Article V or by law to the Indenture Trustee or the Noteholders
may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case
may be.

 Section 5.11         Control
by Noteholders . Subject to the provisions of Sections 5.4 , 5.6 , 6.2(d) and 6.2(e) , Noteholders
holding not less than a majority of the aggregate Note Balance of the Outstanding Notes shall have the right to direct the time, method
and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or with respect to
the exercise of any trust or power conferred on the Indenture Trustee; provided , that:

 (a)             such
direction shall not be in conflict with any rule of law or with this Indenture;

 (b)             any
direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be effective only to the extent the Indenture Trustee
is permitted to take such action pursuant to Section 5.4(a) ;

 (c)             if
the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant
to such Section, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the aggregate Note Balance
of the Outstanding Notes to sell or liquidate the Trust Estate shall be of no force and effect;

 (d)             the
Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction, applicable
law and the terms of this Indenture; and

 (e)             such
direction shall be in writing;

 31 Indenture
 (PILOT 2026-1)

 provided ,
 further , that, subject to Section 6.1 , the Indenture Trustee need not take any action that it determines might expose
it to personal liability or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such
action.

 Section 5.12         Waiver
of Past Defaults . Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2 ,
the Holders of Notes of not less than a majority of the aggregate Note Balance of the Outstanding Notes, may waive any past Default or
Event of Default and its consequences except a Default (a) in payment of principal of or interest on any of the Notes, (b) in
respect of a covenant or provision hereof which cannot be modified or amended without the consent of each Noteholder or (c) arising
from a Bankruptcy Event with respect to the Issuer. In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders
shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereto.

 Upon any such waiver, such
Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver
shall extend to any prior, subsequent or other Default or Event of Default or impair any right consequent thereto.

 Section 5.13         Undertaking
for Costs . All parties to this Indenture agree, and each Noteholder by such Noteholder’s acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture,
or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as the Indenture Trustee, the filing by
any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (a) any
suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, in each case holding
in the aggregate more than 10% of the aggregate Note Balance of the Outstanding Notes or (c) any suit instituted by any Noteholder
for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note
and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

 Section 5.14       Waiver
of Stay or Extension Laws . The Issuer covenants (to the extent that it may lawfully do so) that it shall not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now
or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder,
delay or impede the execution of any power herein granted to the Indenture Trustee, but shall suffer and permit the execution of every
such power as though no such law had been enacted.

 32 Indenture
 (PILOT 2026-1)

 Section 5.15         Action
on Notes . The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be
affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the Lien of this
Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by
the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or
upon any of the assets of the Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.4(b) ,
if the maturity of the Notes has been accelerated pursuant to Section 5.2 , or Sections 8.4(a) and 8.4(b) of
this Indenture, if the maturity of the Notes has not been accelerated.

 Section 5.16         Performance
and Enforcement of Certain Obligations .

 (a)             Promptly
following a request from the Indenture Trustee to do so, the Issuer shall take all such lawful action as the Indenture Trustee may request
to compel or secure the performance and observance by (i) the Servicer of its obligations to the Issuer under or in connection with
the Servicing Agreement or (ii) the Transferor or PFLP, as applicable, of each of their obligations under or in connection with
the SUBI Sale Agreement, in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuer under or in connection with each such agreement and the SUBI Transfer Agreement to the extent
and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Transferor,
PFLP or the Servicer thereunder and the institution of legal or administrative actions or Proceedings to compel or secure performance
by the Servicer of its obligations under the Servicing Agreement or by the Transferor or PFLP, as applicable, of each of their obligations
under or in connection with the SUBI Sale Agreement.

 (b)             If
an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing)
of the Holders of a majority of the aggregate Note Balance of the Outstanding Notes shall, exercise all rights, remedies, powers, privileges
and claims of the Issuer against (i) PFLP or the Transferor under or in connection with the SUBI Sale Agreement, (ii) the Servicer
under or in connection with the Servicing Agreement or (iii) the Transferor under or in connection with the SUBI Transfer Agreement,
including the right or power to take any action to compel or secure performance or observance by the Transferor, the Servicer, PFS or
PFLP of each of their obligations to the Issuer thereunder and to give any consent, reque…

EX-10.1 · tm2615407d14_ex10-1.htm

EX-10.1
 3
 tm2615407d14_ex10-1.htm
 EXHIBIT 10.1

 Exhibit 10.1

 TRANSACTION SUBI SUPPLEMENT 2026-1 TO

AMENDED AND RESTATED TRUST AGREEMENT

 between

 PORSCHE FUNDING LIMITED PARTNERSHIP ,

 as UTI Holder

 and

 WILMINGTON TRUST
COMPANY ,

as Origination Trustee

 Dated as of June 12, 2026

 TABLE
OF Contents

 Page

 Part X.
 DEFINITIONS; THIRD-PARTY BENEFICIARIES
 2

 Section 10.1
 Definitions
 2

 Section 10.2
 Third-Party Beneficiaries
 2

 Part XI.
 CREATION OF THE TRANSACTION SUBI
 2

 Section 11.1
 Initial Creation of Transaction SUBI Portfolio and
 Transaction SUBI
 2

 Section 11.2
 Subsequent Removals From the Transaction SUBI Portfolio
 3

 Section 11.3
 Issuance and Form of Transaction SUBI Certificate
 4

 Section 11.4
 Filings; Termination of Transaction SUBI; Related Matters
 4

 Section 11.5
 Representations and Warranties of Origination Trustee
 5

 Section 11.6
 Merger and Consolidation of Origination Trustee
 6

 Part XII.
 ASSIGNMENT OF THE TRANSACTION SUBI
 6

 Section 12.1
 Assignment
 6

 Part XIII.
 MISCELLANEOUS PROVISIONS
 6

 Section 13.1
 Amendment, Etc.
 6

 Section 13.2
 Governing Law
 8

 Section 13.3
 Notices
 8

 Section 13.4
 Severability of Provisions
 8

 Section 13.5
 Effect of Transaction SUBI Supplement on Origination
 Trust Agreement and Transaction Documents
 8

 Section 13.6
 Each SUBI Separate; Assignees of SUBI
 9

 Section 13.7
 No Petition; Release of Claims
 9

 Section 13.8
 Tax Matters
 10

 Section 13.9
 Entire Agreement
 10

 Section 13.10
 Submission to Jurisdiction; Waiver of Jury Trial
 10

 Section 13.11
 Limitation of Liability
 11

 Section 13.12
 Separate Counterparts
 11

 Section 13.13
 Electronic Signatures and Transmission
 12

 Section 13.14
 Multiple Roles
 12

 Section 13.15
 Form 10-D Filings
 13

 Section 13.16
 Form 8-K Filings
 13

 Section 13.17
 Information to Be Provided by the Origination Trustee
 13

 Exhibit A
 -
 Form of Transaction SUBI Certificate

 Schedule 1
 -
 Description of Transaction SUBI Assets

 - i - Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 TRANSACTION SUBI SUPPLEMENT 2026-1 TO

AMENDED AND RESTATED TRUST AGREEMENT

OF PORSCHE LEASING LTD.

 THIS
TRANSACTION SUBI SUPPLEMENT 2026-1 TO AMENDED AND RESTATED TRUST AGREEMENT (as amended, restated, supplemented or modified
and in effect from time to time, the “ Transaction SUBI Supplement ”) is dated and effective as of June 12, 2026,
between PORSCHE FUNDING LIMITED PARTNERSHIP, a Delaware limited partnership (“ PFLP ”), as holder of the Undivided Trust
Interest (in such capacity, the “ UTI Holder ” and in its capacity as settlor, the “ Settlor ”), and
WILMINGTON TRUST COMPANY, a Delaware corporation with trust powers, as origination trustee (the “ Origination Trustee ”).

 RECITALS

 WHEREAS, PFLP (as assignee
of PFS) and the Origination Trustee are parties to the Amended and Restated Trust Agreement, dated as of November 14, 1997 (as amended
by the UTI Assignment and Origination Trust Document Amendment, dated as of July 31, 2000, and as further amended, restated, supplemented
or modified and in effect from time to time, the “ Origination Trust Agreement ”);

 WHEREAS, the Origination
Trust Agreement contemplates that from time to time the Origination Trustee, on behalf of Porsche Leasing Ltd. (the “ Origination
Trust ”) and at the direction of the UTI Holder, will identify and allocate on the Origination Trust’s books and records
certain Origination Trust Assets from the Undivided Trust Interest to separate SUBI Portfolios and will create and issue certificates
to the UTI Holder representing separate special units of beneficial interest in the Origination Trust or “ SUBIs ”,
the beneficiary or beneficiaries of which will hold an exclusive 100% undivided beneficial ownership interest in the related SUBI Portfolios,
all as set forth in the Origination Trust Agreement.

 WHEREAS, the parties hereto
desire to supplement the terms of the Origination Trust Agreement (i) to cause the Origination Trustee to identify and allocate
Origination Trust Assets to a SUBI Portfolio (the “ Transaction SUBI Portfolio ”), which shall consist of Transaction
Units consisting of Transaction Leases, Transaction Vehicles and the associated Related Rights, (ii) to create and issue to the
UTI Holder a SUBI Certificate (such SUBI Certificate, together with any replacements thereof, the “ Transaction SUBI Certificate ”)
that will evidence and represent the entire and exclusive beneficial ownership interest in the related SUBI (the “ Transaction
SUBI ”) and the interests in the Transaction SUBI Portfolio represented thereby, (iii) to provide for the Origination Trust’s
continued holding of record title to the Transaction SUBI Portfolio (including the Transaction Vehicles) as agent and nominee for (and
solely for the benefit of) the holder of the Transaction SUBI Certificate, and (iv) to set forth the terms and conditions thereof.

 WHEREAS, concurrently herewith,
the Origination Trustee, the Origination Trust and the Servicer are entering into that certain Transaction SUBI Supplement 2026-1 to
Amended and Restated Servicing Agreement (as amended, restated, supplemented or modified and in effect from time to time, the “ Transaction
SUBI Servicing Supplement ”) pursuant to which, among other things, the terms of the Origination Servicing Agreement will be
supplemented insofar as they apply to the Transaction SUBI Portfolio, providing for specific servicing obligations.

 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 WHEREAS, concurrently herewith,
(i) PFLP and Porsche Auto Funding LLC, a Delaware limited liability company (the “ Transferor ”), are entering
into a SUBI Sale Agreement, pursuant to which the Transferor will purchase the Transaction SUBI Certificate and certain related assets
and (ii) the Transferor and Porsche Innovative Lease Owner Trust 2026-1, a Delaware statutory trust (the “ Issuer ”),
are entering into a SUBI Transfer Agreement, pursuant to which the Transferor will transfer the Transaction SUBI Certificate and certain
related assets to the Issuer.

 WHEREAS, concurrently herewith,
the Issuer is entering into an asset-backed financing transaction pursuant to, among other agreements, an Indenture dated as of the date
hereof (the “ Indenture ”) between the Issuer and U.S. Bank Trust Company, National Association, as indenture trustee
(the “ Indenture Trustee ”), pursuant to which, among other things, the Issuer will issue notes and will Grant a security
interest to the Indenture Trustee in certain of its assets, including the Transaction SUBI Certificate.

 NOW
THEREFORE , in consideration of the premises and the mutual covenants contained herein and in the Origination Trust Agreement,
the parties hereto agree to the following supplemental obligations with regard to the Transaction SUBI Portfolio:

 Part X.

DEFINITIONS; THIRD-PARTY BENEFICIARIES

 Section 10.1      Definitions .

 For all purposes of this
Transaction SUBI Supplement, except as otherwise expressly provided or unless the context otherwise requires, (a) unless otherwise
defined herein, all capitalized terms used herein shall have the meanings attributed to them in Appendix A to the SUBI Sale Agreement,
(b) all capitalized terms used herein which are not defined herein or in the SUBI Sale Agreement and which are defined in the Origination
Trust Agreement shall have the meanings attributed to them by the Origination Trust Agreement, (c) all references to words such
as “herein”, “hereof” and the like shall refer to this Transaction SUBI Supplement as a whole and not to any
particular article or section within this Transaction SUBI Supplement, (d) the term “include” and all variations thereon
shall mean “include without limitation”, and (e) the term “or” shall include “and/or”.

 Section 10.2      Third-Party
Beneficiaries .

 The holder and pledgees of
the Transaction SUBI Certificate (including the Issuer and the Indenture Trustee), and their respective successors, permitted assigns
and pledgees are third-party beneficiaries of the Origination Trust Agreement and this Transaction SUBI Supplement, insofar as they apply
to the Transaction SUBI.

 Part XI.

CREATION OF THE TRANSACTION SUBI

 Section 11.1      Initial
Creation of Transaction SUBI Portfolio and Transaction SUBI .

 (a)            Pursuant
to Sections 4.2(a) and 4.2(b) of the Origination Trust Agreement, the UTI Holder hereby directs the Origination Trustee to
identify and allocate or cause to be identified and allocated on the books and records of the Origination Trust a separate portfolio
of SUBI Assets to be accounted for and held in trust independently from all other Origination Trust Assets consisting of those Units
(each, a “ Transaction SUBI Asset ”), which shall include the Transaction Vehicles which are identified on Schedule
1 to this Transaction SUBI Supplement, the Transaction Leases relating thereto and all other Origination Trust Assets to the extent
related thereto (other than cash which does not constitute Collections identified on or after the Cut-Off Date). Based upon their identification
and allocation by the UTI Holder pursuant to such Schedule 1 , the Origination Trustee hereby identifies and allocates as Transaction
SUBI Assets such portfolio of SUBI Assets to be held by the Origination Trust, as agent and nominee (and solely for the benefit) of the
holder of the Transaction SUBI Certificate, each such SUBI Asset to be identified on the books and records of the Origination Trust as
belonging exclusively to the Transaction SUBI Portfolio; provided that any Collections identified on or prior to the Cut-Off Date
for any such Transaction Unit identified on Schedule 1 shall not be allocated as Transaction SUBI Assets and shall not belong
to the Transaction SUBI Portfolio.

 2 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 (b)            Also
pursuant to Section 4.2(a) of the Origination Trust Agreement, the Origination Trustee hereby creates a SUBI which shall be
known as the “ Porsche Leasing Ltd. Transaction Special Unit of Beneficial Interest 2026-1 ” or “ Transaction
SUBI ” and which shall represent an exclusive and specific 100% beneficial interest solely in the Transaction SUBI Portfolio
and those proceeds or assets derived from or earned by such Transaction SUBI Portfolio.

 (c)            In
accordance with Section 3.1 of the Origination Trust Agreement, Wilmington Trust Company agrees to act as trustee of the Origination
Trust for the benefit of the holder of the Transaction SUBI Certificate.

 Section 11.2      Subsequent
Removals From the Transaction SUBI Portfolio .

 (a)            Upon
compliance by PFS with directions provided to it by PFLP pursuant to Section 3.3 of the SUBI Sale Agreement to reallocate the beneficial
interest in any Transaction Unit, such Unit shall be identified on a schedule to the related Servicer’s Certificate and reallocated
from the Transaction SUBI Portfolio to the Undivided Trust Interest on the Payment Date that the payment of the related Reallocation
Amount is made. On such Payment Date, the Origination Trustee will make (or cause to be made) a notation in its records reflecting the
reallocation of such Origination Trust Assets as of the time thereof.

 (b)            Upon
compliance by the Servicer with the provisions of Section 8.12 of the Transaction SUBI Servicing Supplement to reallocate any Transaction
Unit subject to a Postmaturity Term Extension, such Unit will be identified on a schedule to the related Servicer’s Certificate
and reallocated from the Transaction SUBI Portfolio to the Undivided Trust Interest (if the Servicer is PFS) or to any Other SUBI designated
by the Servicer (if the Servicer is not PFS) on the Payment Date that the payment of the related Reallocation Amount is made. On such
Payment Date, the Origination Trustee will make (or cause to be made) a notation in its records reflecting the reallocation of such Origination
Trust Assets as of the time thereof.

 (c)            Upon
compliance by the Servicer with the provisions of Section 8.14 of the Transaction SUBI Servicing Supplement to terminate a Transaction
Lease related to an Included Unit subject to an End of Term Lease Loyalty Program, such Unit will be identified on a schedule to the
related Servicer’s Certificate and reallocated from the Transaction SUBI Portfolio to the Undivided Trust Interest (if the Servicer
is PFS) or to any Other SUBI designated by the Servicer (if the Servicer is not PFS) in accordance with the provisions of Section 8.14
of the Transaction SUBI Servicing Supplement. On such Payment Date, the Origination Trustee will make (or cause to be made) a notation
in its records reflecting the reallocation of such Origination Trust Assets as of the time thereof.

 3 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 Section 11.3      Issuance
and Form of Transaction SUBI Certificate .

 (a)            The
Transaction SUBI shall be represented by a Transaction SUBI Certificate which shall represent an exclusive 100% beneficial ownership
interest in the Transaction SUBI and the Transaction SUBI Portfolio, as further set forth herein. The Transaction SUBI Certificate shall
be substantially in the form of Exhibit A attached hereto, with such appropriate insertions, omissions, substitutions and
other variations as are required by this Transaction SUBI Supplement and may have such letters, numbers or other marks of identification
and such legends and endorsements placed thereon as may, consistent herewith and with the Origination Trust Agreement, be directed by
the UTI Holder with the consent of the holder and each permissible pledgee of the Transaction SUBI Certificate. Any portion of the Transaction
SUBI Certificate may be set forth on the reverse thereof. The Transaction SUBI Certificate shall be printed, lithographed, typewritten,
mimeographed, photocopied or otherwise produced or may be produced in any other manner as may, consistent herewith and with the Origination
Trust Agreement, be determined by the UTI Holder with the consent of the holder and each permissible pledgee of the Transaction SUBI
Certificate.

 (b)            As
required by Section 4.2(b) of the Origination Trust Agreement, the Transaction SUBI Certificate shall contain an express written
release and subordination of any claim by any holder thereof to any proceeds or assets of the Origination Trustee and to all of the Origination
Trust Assets other than those from time to time included within the Transaction SUBI Portfolio.

 Section 11.4      Filings;
Termination of Transaction SUBI; Related Matters .

 (a)            The
UTI Holder and the Origination Trustee will undertake all other and future actions and activities as may be required by the Servicer
(pursuant to the Transaction SUBI Servicing Supplement) to perfect (or evidence) and confirm the foregoing identification and allocation
of SUBI Assets to the Transaction SUBI Portfolio, including, solely with respect to the UTI Holder, filing or causing to be filed UCC
financing statements and executing and delivering all related filings, documents or writings as may be deemed reasonably necessary by
the Servicer hereunder or under any of the Transaction Documents and as are presented to them in final execution form; provided ,
 however , that in no event will the UTI Holder, the Servicer or the Origination Trustee be required to take any action to indicate
any Person as lienholder or change the Person listed as owner on the Certificate of Title for any Transaction Vehicle allocated to the
Transaction SUBI Portfolio. The UTI Holder hereby irrevocably makes and appoints each of the Origination Trustee and the Servicer, and
any of their respective officers, employees or agents, as the true and lawful attorney-in-fact of the UTI Holder (which appointment is
coupled with an interest and is irrevocable) with power to sign on behalf of the UTI Holder any security agreements, mortgages, assignments,
affidavits, letters of authority, notices or similar documents necessary or appropriate to be executed or filed pursuant to this Section.

 4 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 (b)            If
all of the Transaction Units have been liquidated into cash and all of such cash shall have been distributed in accordance with the Transaction
SUBI Servicing Supplement or the Transferor has purchased the Transaction SUBI Certificate from the Issuer pursuant to Section 3.18
of the SUBI Transfer Agreement, then, at the direction of the holder of the Transaction SUBI Certificate, the Transaction SUBI shall
be terminated and the Transaction SUBI Certificate shall be returned to the Origination Trustee and canceled thereby.

 (c)            Upon
a written direction to the Origination Trustee to revoke and terminate the Transaction SUBI by the holder of the Transaction SUBI Certificate,
the Origination Trustee shall (i) revoke and terminate the Transaction SUBI and (ii) promptly, at the expense of the holder
of the Transaction SUBI Certificate, distribute the Transaction SUBI Assets to the holder of the Transaction SUBI Certificate; provided,
however, that the Transaction SUBI shall not be subject to such revocation and termination prior to the earlier of (A) the acceleration
of the maturity of the Notes under Section 5.2 of the Indenture following an Event of Default or (B) payment in full of the
principal and accrued interest on the Notes.

 Section 11.5      Representations
and Warranties of Origination Trustee .

 The Origination Trustee hereby
makes the following representations and warranties on which the Settlor and UTI Holder, each of their permitted assignees and each holder
of the Transaction SUBI Certificate may rely:

 (a)            Organization
and Good Standing . The Origination Trustee is a corporation with trust powers, duly organized, validly existing and in good standing
under the laws of the State of Delaware.

 (b)            Power
and Authority . The Origination Trustee has full power, authority and right to execute, deliver and perform this Transaction SUBI
Supplement and has taken all necessary action to authorize the execution, delivery and performance by it of this Transaction SUBI Supplement.

 (c)            Due
Execution . This Transaction SUBI Supplement has been duly executed and delivered by the Origination Trustee, and this Transaction
SUBI Supplement and the Origination Trust Agreement are legal, valid and binding instruments enforceable against the Origination Trustee
in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency and other similar laws
relating to the enforcement of creditors’ rights generally and to general principles of equity.

 (d)            No
Conflict . Neither the execution and delivery of this Transaction SUBI Supplement nor the consummation of the transactions herein
contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default (with notice
or passage of time or both) under any provision of any law, governmental rule, regulation, judgment, decree or order binding on the Origination
Trustee or the charter or bylaws of the Origination Trustee or any provision of any mortgage, indenture, contract, agreement or other
instrument to which the Origination Trustee is a party or by which it is bound. No consent, approval or authorization of, or filing,
registration or qualification with, or the giving of notice or the taking of any other action with respect to, any federal or Delaware
state Governmental Authority is required on the part of the Origination Trustee in connection with the execution, delivery and performance
by the Origination Trustee of the Origination Trust Agreement, the Origination Servicing Agreement, the Transaction SUBI Servicing Supplement
and this Transaction SUBI Supplement.

 5 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 (e)            Location
of Records . The office where the Origination Trustee keeps its records concerning the transactions contemplated hereby is located
at 1100 North Market Street, Wilmington, Delaware 19890-0001.

 Section 11.6      Merger
and Consolidation of Origination Trustee. The Origination Trustee shall give notice to the Transferor and the Administrator within
a reasonable time after affecting any merger, consolidation, or other transaction set forth in Section 6.5 of the Origination Trust
Agreement.

 Part XII.

ASSIGNMENT OF THE TRANSACTION SUBI

 Section 12.1      Assignment .

 The parties to this Transaction
SUBI Supplement hereby acknowledge and consent to the mortgage, pledge, assignment and Grant of a security interest by the Issuer to
the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all of the Issuer’s rights hereunder and
to the Transaction SUBI and the Transaction SUBI Certificate. The parties to this Transaction SUBI Supplement hereby acknowledge and
consent to (i) the sale from PFLP to the Transferor and (ii) the sale from the Transferor to the Issuer of the Transaction
SUBI Certificate, the beneficial interest in the Transaction SUBI and the related assets. In addition, the parties to this Transaction
SUBI Supplement hereby acknowledge and agree that after the occurrence of an Event of Default and the exercise of remedies related thereto
the Indenture Trustee will have the right to exercise all rights, remedies, powers, privileges and claims of the Issuer under this Transaction
SUBI Supplement.

 Part XIII.

MISCELLANEOUS PROVISIONS

 Section 13.1      Amendment,
Etc .

 (a)            Notwithstanding
 Section 9.1 of the Origination Trust Agreement, the Origination Trust Agreement, as supplemented by this Transaction SUBI
Supplement, to the extent that it deals solely with the Transaction SUBI, the Transaction SUBI Portfolio and the Transaction SUBI Certificate,
may be amended in accordance with this Section 13.1 .

 (b)            Any
term or provision of the Origination Trust Agreement or this Transaction SUBI Supplement may be amended by PFLP without the consent of
the Origination Trustee, the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person subject to the satisfaction
of one of the following conditions:

 (i) PFLP delivers an Opinion of Counsel to
 the Indenture Trustee and the Origination Trustee to the effect that such amendment will
 not materially and adversely affect the interests of the Noteholders;

 6 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 (ii) PFLP delivers an Officer’s Certificate
 of the PFLP to the Indenture Trustee and the Origination Trustee to the effect that such
 amendment will not materially and adversely affect the interests of the Noteholders; or

 (iii) the Rating Agency Condition is satisfied
 with respect to such amendment and PFLP notifies the Indenture Trustee and the Origination
 Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment.

 (c)            This
Transaction SUBI Supplement may also be amended from time to time by PFLP, with the consent of the Noteholders evidencing not less than
a majority of the aggregate Note Balance of the Outstanding Notes, for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Transaction SUBI Supplement or of modifying in any manner the rights of the Noteholders.
It will not be necessary for the consent of Noteholders to approve the particular form of any proposed amendment, but it will be sufficient
if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided
for in the Origination Trust Agreement) and of evidencing the authorization of the execution thereof by Noteholders will be subject to
such reasonable requirements as the Indenture Trustee may prescribe, including the establishment of record dates pursuant to the Note
Depository Agreement.

 (d)            Any
term or provision of this Transaction SUBI Supplement may also be amended from time to time by PFLP, for the purpose of conforming the
terms of this Transaction SUBI Supplement to the description thereof in the Prospectus or, to the extent not contrary to the Prospectus,
to the description thereof in an offering memorandum with respect to the Certificates, without the consent of the Origination Trustee,
the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person.

 (e)            Prior
to the execution of any such amendment, PFLP shall provide written notification of the substance of such amendment to each Rating Agency,
the Origination Trustee, the Indenture Trustee and the Owner Trustee; and promptly after the execution of any such amendment, PFLP shall
furnish a copy of such amendment to each Rating Agency, the Origination Trustee, the Indenture Trustee and the Owner Trustee; provided ,
that no amendment shall be effective which affects the rights, protections, immunities, indemnities or duties of the Origination Trustee,
the Indenture Trustee or the Owner Trustee without the prior written consent of such Person (which consent shall not be unreasonably
withheld or delayed).

 (f)            Prior
to the execution of any amendment to this Transaction SUBI Supplement, the Owner Trustee and the Origination Trustee shall be entitled
to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by
the Origination Trust Agreement or this Transaction SUBI Supplement and that all conditions precedent to the execution and delivery of
such amendment have been satisfied.

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 Origination Trust Agreement (PILOT 2026-1)

 Section 13.2      Governing
Law .

 THIS
TRANSACTION SUBI SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE
TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS .

 Section 13.3      Notices .

 (a)            Unless
otherwise expressly specified or permitted by the terms hereof, all demands, notices and communications hereunder shall be in writing
and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier
service or by electronic transmission and addressed in each case as specified on Schedule III of the SUBI Sale Agreement, or at
such other address as shall be designated by any of the specified addressees in a written notice to the other parties hereto. Delivery
shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices
located at the address of such recipient for notices hereunder.

 (b)            Any
notice required or permitted to be given to the Certificateholder shall be given by first-class mail, postage prepaid or by electronic
transmission, at the address of the Certificateholder as shall be designated by such party in a written notice to each other party. Any
notice to a Certificateholder mailed within the time and in the manner prescribed in this Transaction SUBI Supplement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder shall receive such notice.

 Section 13.4      Severability
of Provisions .

 Any provision of this Transaction
SUBI Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 Section 13.5      Effect
of Transaction SUBI Supplement on Origination Trust Agreement and Transaction Documents .

 (a)            Except
as otherwise specifically provided herein: (i) the parties shall continue to be bound by all provisions of the Origination Trust
Agreement; and (ii) the provisions set forth herein shall operate either as additions to or modifications of the obligations of
the parties under the Origination Trust Agreement, as the context may require. In the event of any conflict between the provisions of
this Transaction SUBI Supplement and the Origination Trust Agreement with respect to the Transaction SUBI, the provisions of this Transaction
SUBI Supplement shall prevail.

 (b)            For
purposes of determining the parties’ obligations under this Transaction SUBI Supplement with respect to the Transaction SUBI, general
references in the Origination Trust Agreement to: (i) the SUBI Portfolio shall be deemed to refer more specifically to the Transaction
SUBI Portfolio; (ii) the SUBI Supplement shall be deemed to refer more specifically to this Transaction SUBI Supplement; and (iii) the
SUBI Servicing Agreement Supplement shall be deemed to refer more specifically to the Transaction SUBI Servicing Supplement.

 8 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 Section 13.6      Each
SUBI Separate; Assignees of SUBI .

 Each party hereto acknowledges
and agrees (and each holder or pledgee of the Transaction SUBI Certificate, by virtue of its acceptance of such Transaction SUBI Certificate
or pledge thereof acknowledges and agrees) that (a) the Transaction SUBI is a separate series of the Origination Trust as provided
in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del . Code § 3801 et seq .,
(b)(i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Transaction
SUBI or the Transaction SUBI Portfolio shall be enforceable against the Transaction SUBI Portfolio only, and not against any Other SUBI
Assets or the UTI Portfolio and (ii) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing
with respect to any Other SUBI, any Other SUBI Portfolio, the UTI or the UTI Portfolio shall be enforceable against such Other SUBI Portfolio
or the UTI Portfolio only, as applicable, and not against the Transaction SUBI or any Transaction SUBI Assets, (c) except to the
extent required by law, UTI Assets or SUBI Assets with respect to any SUBI (other than the Transaction SUBI) shall not be subject to
the claims, debts, liabilities, expenses or obligations arising from or with respect to the Transaction SUBI in respect of such claim,
(d)(i) no creditor or holder of a claim relating to the Transaction SUBI or the Transaction SUBI Portfolio shall be entitled to
maintain any action against or recover any assets allocated to the UTI or the UTI Portfolio or any Other SUBI or any Other SUBI Assets
and (ii) no creditor or holder of a claim relating to the UTI, the UTI Portfolio or any Other SUBI or any Other SUBI Assets shall
be entitled to maintain any action against or recover any assets allocated to the Transaction SUBI and (e) any purchaser, assignee
or pledgee of an interest in the Transaction SUBI or the Transaction SUBI Certificate must, prior to or contemporaneously with the grant
of any such assignment, pledge or security interest, (i) give to the Origination Trust a non-petition covenant substantially similar
to that set forth in Section 6.9 of the Origination Trust Agreement, (ii) agree for the benefit of each holder, assignee or
pledgee from time to time of the UTI or UTI Certificate and any Other SUBI or Other SUBI Certificate to release all claims to the assets
of the Origination Trust allocated to the UTI Portfolio and each Other SUBI Portfolio and in the event that such release is not given
effect, to fully subordinate all claims it may be deemed to have against the assets of the Origination Trust allocated to the UTI Portfolio
and each Other SUBI Portfolio and (iii) satisfy any other transfer restrictions expressly set forth in the Origination Trust Agreement.

 Section 13.7      No
Petition; Release of Claims.

 Subject to Section 6.9(b) ,
of the Origination Trust Agreement, with respect to each Bankruptcy Remote Party, each party hereto (and each holder and pledgee of the
Transaction SUBI Certificate by virtue of its acceptance of such Transaction SUBI Certificate or pledge thereof) covenants and agrees
that prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect
of all securities issued by any Bankruptcy Remote Party (i) such party shall not authorize any Bankruptcy Remote Party to commence
a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to
such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction
or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to
such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking
possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make
a general assignment for the benefit of, its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party,
and (ii) none of the parties hereto shall commence or join with any other Person in commencing, any proceeding against such Bankruptcy
Remote Party under any bankruptcy, reorganization, arrangement, liquidation or insolvency law or statute now or hereafter in effect in
any jurisdiction; provided , however , that nothing herein shall prevent the Origination Trustee from filing a proof of claim
in any such proceeding.

 9 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 Section 13.8      Tax
Matters .

 Each of the parties hereto
and any holder or pledgee of the Transaction SUBI Certificate (including the Issuer and the Indenture Trustee, respectively) agree that
for U.S. federal, state and local income and franchise tax purposes it shall not treat this Transaction SUBI Supplement as creating or
constituting a trust, partnership, association taxable as a corporation or any other type of separate entity (and will report for such
purposes in a consistent manner therewith). Instead, each of such parties agrees, and will consistently report, that for U.S. federal,
state and local income and franchise purposes the Origination Trust holds the Transaction SUBI Portfolio and each asset therein as a
mere agent of the Issuer. Each such party further agrees that the Origination Trust is acting as holder of record title to the Transaction
SUBI Portfolio, including the Transaction Vehicles, solely for the benefit of, and as agent and nominee of, the Issuer, and shall not
hold itself out or act in a manner inconsistent with it acting merely as agent and nominee.

 Section 13.9      Entire
Agreement .

 THIS TRANSACTION SUBI
SUPPLEMENT AND THE OTHER TRANSACTION DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

 Section 13.10    Submission
to Jurisdiction; Waiver of Jury Trial .

 Each of the parties hereto
hereby irrevocably and unconditionally:

 (a)            submits
for itself and its property in any Proceeding relating to this Transaction SUBI Supplement or any documents executed and delivered in
connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction
of the courts of the State of Delaware, the courts of the United States of America for the District of Delaware and appellate courts
from any thereof;

 (b)            consents
that any such Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the
venue of such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

 10 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 (c)            agrees
that service of process in any such Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 13.3 of this
Transaction SUBI Supplement;

 (d)            agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction; and

 (e)            to
the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any Proceeding or counterclaim
based on, or arising out of, under or in connection with this Transaction SUBI Supplement, any other Transaction Document, or any matter
arising hereunder or thereunder.

 Section 13.11    Limitation
of Liability .

 It is expressly understood
and agreed by the parties hereto that (a) this Transaction SUBI Supplement is executed and delivered by Wilmington Trust Company,
not individually or personally but solely as Origination Trustee of the Origination Trust under the Origination Trust Agreement, in the
exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein
made on the part of the Origination Trustee and the Origination Trust is made and intended not as personal representations, undertakings
and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Origination Trust, (c) nothing
herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any
covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by
any Person claiming by, through or under the parties hereto, (d) Wilmington Trust Company has made no investigation as to the accuracy
or completeness of any representations and warranties made by the Origination Trustee or the Origination Trust in this Transaction SUBI
Servicing Supplement and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness
or expenses of the Origination Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made
or undertaken by any party under this Transaction SUBI Supplement or the other Origination Trust Documents except in accordance with
the provisions of the Origination Trust Agreement.

 It is further understood
that the Origination Trustee, in its individual capacity, shall have no recourse to any Transaction SUBI Assets, including such Transaction
SUBI Assets that were UTI Assets at the time a claim against the Origination Trustee arose. Notwithstanding the foregoing, the previous
sentence shall in no way impair the right of the Origination Trustee to amounts due to it pursuant to Sections 5.4 and 8.4 of the Indenture,
solely to the extent that there are Available Funds available to pay such amounts.

 Section 13.12    Separate
Counterparts .

 This Transaction SUBI Supplement
may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but
all such counterparts shall together constitute but one and the same instrument.

 11 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 Section 13.13    Electronic
Signatures and Transmission .

 (a)            For
purposes of this Transaction SUBI Supplement, any reference to “written” or “in writing” means any form of written
communication, including, without limitation, electronic signatures, and any such written communication may be transmitted by electronic
transmission. The term “electronic signature” shall mean any electronic symbol or process attached to, or associated with,
a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. Each of the
parties hereto agrees that this Transaction SUBI Supplement, any addendum or amendment hereto or any other document necessary for the
consummation of the transactions contemplated by this Transaction SUBI Supplement or the Origination Trust Agreement may be accepted,
executed or agreed to by an authorized individual on behalf of the party through the use of: (a) an electronic signature in accordance
with the E-Sign Act, UETA or any applicable state law; (b) an original manual signature; or (c) a faxed, scanned or photocopied
manual signature. Each electronic signature or faxed, scanned or photocopied manual signature shall for all purposes have the same validity,
legal effect and admissibility in evidence as an original manual signature. Each of the parties hereto are authorized to accept written
instructions, directions, reports, notices or other communications delivered by electronic transmission and shall not have any duty or
obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information
by electronic transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications
or information on behalf of the party purporting to send such electronic transmission; and none of the parties hereto shall have any
liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance
with such instructions, directions, reports, notices or other communications or information delivered to such party, including, without
limitation, the risk of such party acting on unauthorized instructions, notices, reports or other communications or information, and
the risk of interception and misuse by third parties.

 (b)            Any
requirement in this Transaction SUBI Supplement or the Origination Trust Agreement that a document, including this Agreement, is to be
signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit electronic signature and
shall not be deemed to prohibit delivery thereof by electronic transmission.

 Section 13.14    Multiple
Roles .

 It is expressly acknowledged,
agreed and consented to that Wilmington Trust Company will be acting in the capacity of Origination Trustee hereunder and its affiliate,
Wilmington Trust, National Association will be acting in the capacity as Owner Trustee. Wilmington Trust Company and Wilmington Trust,
National Association may, in such capacities, discharge its separate functions fully, without hindrance or regard to conflict of interest
principles, duty of loyalty principles or other equitable principles to the extent that any such conflict or breach arises from the performance
by Wilmington Trust Company of its express duties set forth in the Origination Trust Agreement or the performance by Wilmington Trust,
National Association of its express duties set forth in the Trust Agreement, all of which defenses, claims or assertions are waived by
the parties hereto.

 12 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 Section 13.15    Form 10-D
Filings .

 For so long as the Transferor
is filing Exchange Act Reports with respect to the Issuer, the Origination Trustee shall (i) on or before the fifth Business Day
of each month, notify the Transferor, in writing, of any Form 10-D Disclosure Item with respect to the Origination Trustee, together
with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Transferor; provided ,
 however , that the Origination Trustee shall not be required to provide such information in the event that there has been no change
to the information previously provided by the Origination Trustee to the Transferor, and (ii) as promptly as practicable following
notice to or discovery by a Responsible Officer of the Origination Trustee of any changes to such information, provide to the Transferor,
in writing, such updated information.

 Section 13.16    Form 8-K
Filings .

 So long as the Transferor
is filing Exchange Act Reports with respect to the Issuer, the Origination Trustee shall promptly notify the Transferor, but in no event
later than two (2) Business Days after its occurrence, of any Reportable Event of which a Responsible Officer of the Origination
Trustee has actual knowledge (other than a Reportable Event described in clause (a) or (b) of the definition
thereof as to which the Transferor or the Servicer has actual knowledge). The Origination Trustee shall be deemed to have actual knowledge
of any such event to the extent that it relates to the Origination Trustee in its individual capacity or any action by the Origination
Trustee under this Transaction SUBI Supplement or the Origination Trust Agreement.

 Section 13.17    Information
to Be Provided by the Origination Trustee .

 The Origination Trustee shall
provide PFLP, the Transferor and the Servicer with (i) notification, as soon as practicable and in any event within five (5) Business
Days, of all demands communicated to a Responsible Officer of the Origination Trustee for the reallocation of any Transaction Unit pursuant
to Section 3.3 of the SUBI Sale Agreement and (ii) promptly upon written request, any other information reasonably requested
in the Origination Trustee’s possession and that can be provided without unreasonable effort or expense to facilitate compliance
with Rule 15Ga-1 under the Exchange Act. In no event shall the Origination Trustee have (i) any responsibility or liability
in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB or (ii) any duty or obligation
to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities
in respect of the Transaction Documents or the transactions contemplated thereby. A demand does not include general inquiries, including
investor inquiries, regarding asset performance or possible breaches of representations or warranties.

 [SIGNATURES ON THE FOLLOWING PAGE]

 13 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 IN
WITNESS WHEREOF , the parties hereto have caused this Transaction SUBI Supplement to be duly executed by their respective officers
as of the day and year first above written.

 PORSCHE FUNDING
 LIMITED PARTNERSHIP , as UTI Holder

 By:
 PORSCHE FINANCIAL
 SERVICES, INC.,

 its General Partner

 By:
 /s/ Nicolas Leduc

 Name:
 Nicolas Leduc

 Title:
 President and CEO

 By:
 /s/ Eli Yaremenko

 Name:
 Eli Yaremenko

 Title:
 Assistant Treasurer

 S- 1 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 Wilmington
 Trust Company ,

 as Origination
 Trustee

 By:
 /s/ Clarice Wright

 Name:
 Clarice Wright

 Title:
 Vice President

 S- 2 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 EXHIBIT A

 FORM OF
TRANSACTION SUBI CERTIFICATE

 PORSCHE LEASING LTD.

 TRANSACTION SPECIAL UNIT OF BENEFICIAL INTEREST
2026-1 CERTIFICATE

 Evidencing an exclusive undivided 100%
beneficial interest in all Transaction SUBI Assets (as defined below).

 (This Certificate does not represent
an obligation of, or an interest in, Porsche Financial Services, Inc., Porsche Funding Limited Partnership, Porsche Auto Funding
LLC, Wilmington Trust Company or any of their respective affiliates other than the Origination Trust (as defined below)).

 Number Transaction SUBI 2026-1, No. [ ]

 THIS CERTIFIES THAT [ ],
a [ ], is the registered owner of a 100% nonassessable, fully-paid, exclusive undivided beneficial interest in the Transaction SUBI Portfolio
(such interest, a “ Transaction SUBI ”) of Porsche Leasing Ltd., a Delaware statutory trust (the “ Origination
Trust ”) formed by Porsche Funding Limited Partnership, a Delaware limited partnership (as assignee of Porsche Financial Services, Inc.
(f/k/a Porsche Credit Corporation)), as settlor (“ PFLP ” or, in its capacity as settlor thereunder, and, together with
any successor or assign, the “ Settlor ”), and Wilmington Trust Company, a Delaware corporation, as trustee (the “ Origination
Trustee ”). The Origination Trust was created pursuant to a Trust Agreement dated as of December 20, 1996, as amended and
restated by that certain Amended and Restated Trust Agreement dated as of November 14, 1997 (as amended, restated, supplemented
or modified and in effect from time to time, the “ Origination Trust Agreement ”), between the Origination Trustee and
PFLP, as Settlor and as UTI Holder (as assignee of Porsche Financial Services, Inc. (f/k/a Porsche Credit Corporation) pursuant
to the UTI Assignment and Origination Trust Document Amendment, dated as of July 31, 2000), as supplemented for purposes hereof
by that certain Transaction SUBI Supplement 2026-1 to Amended and Restated Trust Agreement dated as of June 12, 2026 (as amended,
restated, supplemented or modified and in effect from time to time, the “ Transaction SUBI Supplement ”), between PFLP,
as the UTI Holder (the “ UTI Holder ”) and the Origination Trustee. To the extent not otherwise defined herein, capitalized
terms used herein have the meanings set forth in the Origination Trust Agreement or the Transaction SUBI Supplement.

 This Certificate is the duly
authorized certificate issued under the Origination Trust Agreement and the Transaction SUBI Supplement, and is designated as “Porsche
Leasing Ltd. Transaction Special Unit of Beneficial Interest 2026-1 Certificate” (the “ Transaction SUBI Certificate ”).
This Transaction SUBI Certificate is issued under and is subject to the terms, provisions and conditions of the Origination Trust Agreement
(including the Transaction SUBI Supplement), to which Origination Trust Agreement the holder of this Transaction SUBI Certificate by
virtue of the acceptance hereof assents and by which such holder is bound. There has also been issued an Undivided Trust Interest Certificate
(the “ Undivided Trust Interest Certificate ”), and there may also be issued under the Origination Trust Agreement various
other series of certificates representing Special Units of Beneficial Interest (the “ SUBI Certificates ” and, together
with the Undivided Trust Interest Certificate, the “ Certificates ”). The Undivided Trust Interest Certificate evidences
an exclusive, undivided interest in the Origination Trust Assets other than SUBI Assets (each as defined in the Origination Trust Agreement);
each other series of SUBI Certificates will evidence an exclusive undivided interest in a separate SUBI Portfolio other than the Transaction
SUBI Portfolio.

 A- 1 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 This Transaction SUBI Certificate
does not represent an obligation of, or an interest in, the Settlor, the Origination Trustee, the UTI Holder or any of their respective
Affiliates other than the Origination Trust. A copy of the Origination Trust Agreement may be examined during normal business hours at
the principal office of the Origination Trustee, and at such other places, if any, designated by the Origination Trustee, by the holder
hereof upon request.

 By accepting this Transaction
SUBI Certificate, the holder hereof releases (or fully subordinates, but only to the extent such release is not given effect) any claim
in respect of this Transaction SUBI Certificate to any proceeds or assets of the Origination Trustee and to all of the assets of the
Origination Trust other than those from time to time included within the Transaction SUBI Portfolio (the “ Transaction SUBI Assets ”)
and those proceeds or assets derived from or earned by the Transaction SUBI Assets.

 Prior to due presentation
of this Transaction SUBI Certificate for registration of a permitted transfer, the Origination Trustee, the certificate registrar and
any of their respective agents may treat the Person or entity in whose name this Transaction SUBI Certificate is registered as the owner
hereof for the purpose of receiving distributions and for all other purposes, and, except as provided for in the Origination Trust Agreement,
neither the Origination Trustee, the certificate registrar nor any such agent shall be affected by any notice to the contrary.

 The holder of this Transaction
SUBI Certificate covenants and agrees that, prior to the date which is one year and one day after the date upon which all obligations
under each Financing have been paid in full, it will not institute against, or join any other Person in instituting against, any Bankruptcy
Remote Party, any Proceeding under any federal bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter
in effect in any jurisdiction or similar law.

 No bankruptcy, reorganization,
arrangement, insolvency or liquidation Proceeding or other Proceedings under any federal or state bankruptcy, insolvency or similar law
shall be instituted by the Origination Trust without the unanimous consent of the Origination Trustee and each certificateholder hereunder.
The Origination Trustee shall not so consent unless directed to do so by the UTI Holder and by all of the certificateholders.

 Unless this Transaction SUBI
Certificate shall have been executed by an authorized officer of the Origination Trustee, by manual signature, this Transaction SUBI
Certificate shall not entitle the holder hereof to any benefit under the Origination Trust Agreement or be valid for any purpose.

 A- 2 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 IN WITNESS WHEREOF, the Origination
Trustee on behalf of the Origination Trust and not in its individual capacity has caused this Transaction SUBI Certificate to be duly
executed.

 Dated:
 _________________________, 2026

 PORSCHE LEASING LTD.

 By:
 WILMINGTON TRUST COMPANY,

 not in its individual capacity

 but solely as Origination Trustee

 By:

 Authorized Officer

 A- 3 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 This is the Transaction SUBI
Certificate issued under the within-mentioned Origination Trust Agreement and the Transaction SUBI Supplement.

 WILMINGTON TRUST COMPANY,

 as Origination Trustee

 By:

 Authorized Officer

 or

 ,

 as agent for the Origination Trustee

 By:

 Authorized Officer

 A- 4 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

 SCHEDULE 1

 Transaction SUBI Supplement

2026-1

 DESCRIPTION OF TRANSACTION UNITS

 [On file with the Indenture Trustee and the Servicer]

 I- 1 Transaction SUBI Supplement to
 Origination Trust Agreement (PILOT 2026-1)

EX-10.2 · tm2615407d14_ex10-2.htm

EX-10.2
 4
 tm2615407d14_ex10-2.htm
 EXHIBIT 10.2

 Exhibit 10.2

 TRANSACTION SUBI SUPPLEMENT 2026-1 TO

AMENDED AND RESTATED SERVICING AGREEMENT

 by and among

 PORSCHE LEASING LTD.,

 as Origination Trust

 WILMINGTON TRUST COMPANY ,

as Origination Trustee

 and

 PORSCHE FINANCIAL SERVICES, INC. ,

as Servicer

 Dated as of June 12, 2026

 Table
of Contents

 Page

 ARTICLE VI
 DEFINITIONS
 2

 Section 6.1
 Definitions
 2

 Section 6.2
 Other Interpretive Provisions
 2

 ARTICLE VII
 REPRESENTATIONS AND WARRANTIES OF SERVICER
 3

 Section 7.1
 Existence and Power
 3

 Section 7.2
 Authorization and No Contravention
 3

 Section 7.3
 No Consent Required
 3

 Section 7.4
 Binding Effect
 3

 Section 7.5
 No Proceedings
 3

 Section 7.6
 Fidelity Bond
 4

 ARTICLE VIII
 SPECIFIC REQUIREMENTS FOR ADMINISTRATION AND SERVICING OF THE TRANSACTION SUBI PORTFOLIO
 4

 Section 8.1
 Appointment of Servicer
 4

 Section 8.2
 Servicer Bound by Origination Servicing Agreement
 5

 Section 8.3
 Application of Proceeds
 5

 Section 8.4
 Net Deposits
 6

 Section 8.5
 Servicer Advances
 6

 Section 8.6
 Servicer’s Certificate
 6

 Section 8.7
 Servicing Fee
 6

 Section 8.8
 Insurance Lapses; Repairs
 7

 Section 8.9
 Licensing of Origination Trust
 7

 Section 8.10
 Payment of Fees and Expenses; Indemnity for Taxes
 7

 Section 8.11
 Annual Officer’s Certificate
 7

 Section 8.12
 Postmaturity Term Extension
 8

 Section 8.13
 Security Deposits
 8

 Section 8.14
 Loyalty Programs
 8

 Section 8.15
 Annual Registered Public Accounting Firm Attestation
 8

 ARTICLE IX
 TERMINATION OF SERVICER
 9

 Section 9.1
 Termination of Servicer as to Transaction SUBI Portfolio
 9

 Section 9.2
 No Effect on Other Parties
 10

 ARTICLE X
 MISCELLANEOUS
 10

 Section 10.1
 Amendment
 10

 Section 10.2
 Notices
 12

 Section 10.3
 Governing Law
 12

 Section 10.4
 Headings
 12

 Section 10.5
 Separate Counterparts
 12

 Section 10.6
 Waivers
 12

 Section 10.7
 Entire Agreement
 12

 - i - Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 Table
of Contents

 (continued)

 Page

 Section 10.8
 Third-Party Beneficiaries
 13

 Section 10.9
 Severability of Provisions
 13

 Section 10.10
 No Waiver; Cumulative Remedies
 13

 Section 10.11
 Nonpetition Covenant
 13

 Section 10.12
 Submission to Jurisdiction; Waiver of Jury Trial
 13

 Section 10.13
 Binding Effect
 14

 Section 10.14
 Limitation of Liability
 14

 Section 10.15
 Further Assurances
 15

 Section 10.16
 Each SUBI Separate; Assignees of SUBI
 15

 Section 10.17
 Information Requests
 15

 Section 10.18
 Electronic Signatures and Transmission.
 15

 Section 10.19
 Termination of Transaction SUBI Servicing Supplement
 16

 Section 10.20
 Regulation AB
 16

 Section 10.21
 Multiple Roles
 16

 Exhibit A
 Servicing Criteria to be Addressed in Servicer’s Assessment of Compliance

 - ii - Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 TRANSACTION SUBI SUPPLEMENT 2026-1 TO

AMENDED AND RESTATED SERVICING AGREEMENT

 THIS
TRANSACTION SUBI SUPPLEMENT 2026-1 TO AMENDED AND RESTATED SERVICING AGREEMENT (as amended, restated, supplemented or modified
and in effect from time to time, the “ Transaction SUBI Servicing Supplement ”), dated as of June 12, 2026, is
among PORSCHE LEASING LTD., a Delaware statutory trust (the “ Origination Trust ”), WILMINGTON TRUST COMPANY, a Delaware
corporation, not in its individual capacity but solely as Origination Trustee (hereinafter, together with its successors and assigns,
the “ Origination Trustee ”) of the Origination Trust and PORSCHE FINANCIAL SERVICES, INC., a Delaware corporation
(formerly known as Porsche Credit Corporation), as Servicer (“ PFS ” or, in its capacity as servicer, together with
its successors and assigns, the “ Servicer ”).

 RECITALS

 WHEREAS, Porsche Funding
Limited Partnership (“ PFLP ”), a Delaware limited partnership and the Origination Trustee are parties to the Amended
and Restated Trust Agreement dated as of November 14, 1997 (as amended by the UTI Assignment and Origination Trust Document Amendment,
dated as of July 31, 2000, and as further amended, restated, supplemented or modified and in effect from time to time, the “ Origination
Trust Agreement ”).

 WHEREAS, the Origination
Trust and the Servicer have entered into that certain Amended and Restated Servicing Agreement dated as of November 14, 1997 (as
amended, restated, supplemented or modified and in effect from time to time, the “ Origination Servicing Agreement ”),
which provides, among other things, for the servicing of the Origination Trust Assets by the Servicer.

 WHEREAS, on the date hereof,
PFLP, as UTI Holder (the “ UTI Holder ”) and the Origination Trustee are entering into that certain Transaction SUBI
Supplement 2026-1 to the Origination Trust Agreement (as amended, restated, supplemented or modified and in effect from time to time,
the “ Transaction SUBI Supplement ”) to supplement the terms of the Origination Trust Agreement (i) to cause the
Origination Trustee to identify and allocate Origination Trust Assets to a particular SUBI Portfolio (the “ Transaction SUBI
Portfolio ”), which shall constitute SUBI Assets, and (ii) to create and issue to PFLP a SUBI Certificate (such SUBI Certificate,
together with any replacements thereof, the “ Transaction SUBI Certificate ”), that will evidence the entire beneficial
interest in the related SUBI Portfolio (the “ Transaction SUBI ”) including the Transaction Vehicles and the Transaction
Leases, with the Origination Trust continuing to hold record title to the Transaction Vehicles as agent and nominee for the holder of
the Transaction SUBI Certificate, and (iii) to set forth the terms and conditions thereof.

 WHEREAS, on the date hereof,
Porsche Auto Funding LLC (the “ Transferor ”) will purchase the Transaction SUBI Certificate, the related beneficial
interest in the Transaction SUBI and certain other assets from PFLP, and the Issuer (as defined below) will purchase the Transaction
SUBI Certificate, the related beneficial interest in the Transaction SUBI and certain other assets from the Transferor. The Issuer is
expected to fund such purchase by issuing the Notes and Certificate.

 1 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 WHEREAS, Porsche Innovative
Lease Owner Trust 2026-1, a Delaware statutory trust (the “ Issuer ”), is entering into an asset-backed financing transaction
pursuant to, among other agreements, an Indenture (the “ Indenture ”) with U.S. Bank Trust Company, National Association,
as Indenture Trustee (the “ Indenture Trustee ”), pursuant to which the Issuer will issue asset-backed notes and will
Grant a security interest to the Indenture Trustee in certain of its assets, including the Transaction SUBI Certificate and the beneficial
interest in the Transaction SUBI.

 WHEREAS, the Origination
Trust desires to retain the Servicer to provide certain services with respect to the Transaction SUBI Portfolio beneficially owned by
the Issuer, and the parties hereto desire, pursuant to this Transaction SUBI Servicing Supplement, to supplement the terms of the Origination
Servicing Agreement insofar as they apply to the Transaction SUBI Portfolio, providing for specific servicing obligations that will benefit
the Issuer, as holder of the Transaction SUBI Certificate, and the Indenture Trustee, as the pledgee of the Transaction SUBI Certificate
on behalf of the Noteholders.

 NOW
THEREFORE , in consideration of the premises and the mutual covenants herein contained and in the Origination Servicing Agreement,
the parties hereto agree to the following supplemental obligations with regard to the Transaction SUBI Portfolio:

 ARTICLE VI

 DEFINITIONS

 Section 6.1              Definitions .
For all purposes of this Transaction SUBI Servicing Supplement, except as otherwise expressly provided or unless the context otherwise
requires, unless otherwise defined herein, all capitalized terms used herein shall have the meanings attributed to them (a) in Appendix
A of the SUBI Sale Agreement, (b) if not defined therein, by the Origination Servicing Agreement, (c) if not defined therein,
by the Origination Trust Agreement or (d) if not defined therein, by the Transaction SUBI Supplement.

 Section 6.2              Other
Interpretive Provisions . For purposes of this Transaction SUBI Servicing Supplement, unless the context otherwise requires: (a) terms
defined in Article 9 of the UCC as in effect in the relevant jurisdiction and not otherwise defined in this Transaction SUBI Servicing
Supplement are used as defined in that Article; (b) the words “hereof,” “herein” and “hereunder”
and words of similar import refer to this Transaction SUBI Servicing Supplement as a whole and not to any particular provision of this
Transaction SUBI Servicing Supplement; (c) references to any Article, Section, Schedule, Appendix or Exhibit are references
to Articles, Sections, Schedules, Appendices and Exhibits in or to this Transaction SUBI Servicing Supplement and references to any paragraph,
subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision
of such Section or definition; (d) the term “including” and all variations thereof means “including without
limitation”; (e) except as otherwise expressly provided herein, references to any law or regulation refer to that law or regulation
as amended from time to time and include any successor law or regulation; (f) references to any Person include that Person’s
successors and assigns; (g) unless the context otherwise requires, defined terms shall be equally applicable to both the singular
and plural forms; and (h) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation
of any provision hereof.

 2 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 ARTICLE VII

 REPRESENTATIONS
AND WARRANTIES OF SERVICER

 The Servicer represents and
warrants to the Transferor, the Issuer and the Indenture Trustee on behalf of the Noteholders as follows:

 Section 7.1              Existence
and Power . The Servicer is a corporation validly existing and in good standing under the laws of Delaware and has, in all material
respects, all power and authority to carry on its business as it is now conducted. The Servicer has obtained all necessary licenses and
approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability of the Servicer to perform
its obligations under the Transaction Documents or affect the enforceability or collectibility of the Transaction SUBI Assets.

 Section 7.2              Authorization
and No Contravention . The execution, delivery and performance by the Servicer of the Transaction Documents to which it is a party
(i) have been duly authorized by all necessary action on the part of the Servicer and (ii) do not contravene or constitute
a default under (A) any applicable law, rule or regulation, (B) its organizational documents or (C) any material
agreement, contract, order or other instrument to which it is a party or its property is subject (other than violations which do not
affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially
and adversely affect the transactions contemplated by, or the Servicer’s ability to perform its obligations under, the Transaction
Documents).

 Section 7.3              No
Consent Required . No approval or authorization by, or filing with, any Governmental Authority is required in connection with
the execution, delivery and performance by the Servicer of any Transaction Document other than (i) UCC filings, (ii) approvals
and authorizations that have previously been obtained and filings that have previously been made and (iii) approvals, authorizations
or filings which, if not obtained or made, would not have a material adverse effect on the enforceability or collectibility of the Transaction
SUBI Assets or would not materially and adversely affect the ability of the Servicer to perform its obligations under the Transaction
Documents.

 Section 7.4              Binding
Effect . Each Transaction Document to which the Servicer is a party constitutes the legal, valid and binding obligation of the
Servicer enforceable against the Servicer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally
and, if applicable, the rights of creditors of corporations from time to time in effect or by general principles of equity.

 Section 7.5              No
Proceedings . There are no actions, suits or proceedings pending or, to the knowledge of the Servicer, threatened against the
Servicer before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Transaction SUBI Servicing
Supplement or any of the other Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any
of the transactions contemplated by this Transaction SUBI Servicing Supplement or any of the other Transaction Documents, (iii) seek
any determination or ruling that would materially and adversely affect the performance by the Servicer of its obligations under this
Transaction SUBI Servicing Supplement or any of the other Transaction Documents, or (iv) relate to the Servicer that would materially
and adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Notes.

 3 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 Section 7.6              Fidelity
Bond . The Servicer shall not be required to maintain a fidelity bond or errors and omissions policy.

 ARTICLE VIII

 SPECIFIC
REQUIREMENTS FOR ADMINISTRATION AND SERVICING

OF THE TRANSACTION SUBI PORTFOLIO

 Section 8.1              Appointment
of Servicer .

 (a)            The
Servicer shall manage, service and administer the Transaction SUBI Assets for the benefit of each holder and pledgee of the Transaction
SUBI Certificate, and shall make collections on the Transaction Units in accordance with its Customary Servicing Practices, using the
same degree of skill and attention that the Servicer exercises with respect to all comparable automotive leases and leased vehicles that
it services for itself or others. In repossessing or otherwise converting the ownership of a Transaction Vehicle, the Servicer is authorized
to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required
by Section 2.6 of the Origination Servicing Agreement, which practices and procedures may include the sale of the related Transaction
Vehicle at a public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to
realize upon a Transaction Unit. Notwithstanding anything to the contrary in this Transaction SUBI Servicing Supplement or any other
Transaction Document, the Servicer shall not be liable for any failure or delay in the performance of its obligations or the taking of
any action hereunder or under any other Transaction Document (and such failure or delay shall not constitute a breach of any Transaction
Document or a Servicer Replacement Event) if such failure or delay arises from compliance by the Servicer with any law or court order,
the direction of a regulatory authority or regulatory guidance.

 (b)            The
Servicer may delegate its duties and obligations as Servicer in accordance with Section 2.10 of the Origination Servicing
Agreement.

 (c)            The
Servicer is hereby authorized to commence, in its own name or in the name of the Origination Trust, a legal Proceeding (including a bankruptcy
Proceeding) relating to or involving a Transaction Lease, a Lessee or a related Transaction Vehicle. If the Servicer shall commence a
legal Proceeding to enforce a Transaction Unit, the Origination Trust shall thereupon be deemed to have automatically assigned, solely
for the purpose of collection, such Transaction Unit to the Servicer. If in any enforcement suit or legal Proceeding it shall be held
that the Servicer may not enforce a Transaction Unit on the ground that it is not a real party in interest or a holder entitled to enforce
such Transaction Unit, the Origination Trust shall, at the Servicer’s expense and written direction, take steps to enforce such
Transaction Unit, including bringing suit in its name.

 4 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 (d)            The
Servicer shall account for the Transaction SUBI Portfolio separately from any Other SUBI Portfolio.

 Section 8.2              Servicer
Bound by Origination Servicing Agreement .

 (a)            The
Servicer shall continue to be bound by all provisions of the Origination Servicing Agreement with respect to the Transaction Units, including
the provisions of Article II thereof relating to the administration and servicing of Leases; and the provisions set forth
herein shall operate either as additions to or modifications of the existing obligations of the Servicer under the Origination Servicing
Agreement, as the context may require. In the event of any conflict between the provisions of this Transaction SUBI Servicing Supplement
and the Origination Servicing Agreement with respect to the Transaction SUBI, the provisions of this Transaction SUBI Servicing Supplement
shall prevail.

 (b)            For
purposes of determining the Servicer’s obligations with respect to the servicing of the Transaction SUBI Portfolio under this Transaction
SUBI Servicing Supplement, general references in the Origination Servicing Agreement to: (i) a SUBI Portfolio shall be deemed to
refer more specifically to the Transaction SUBI Portfolio; (ii) a SUBI Servicing Agreement Supplement shall be deemed to refer more
specifically to this Transaction SUBI Servicing Supplement; and (iii) a SUBI Supplement shall be deemed to refer more specifically
to the Transaction SUBI Supplement.

 Section 8.3              Application
of Proceeds .

 (a)            Prior
to the satisfaction and discharge of the Indenture with respect to the Collateral, the Servicer shall deposit an amount equal to all
Collections received in respect of the Transaction SUBI into the Collection Account within two (2) Business Days after identification;
 provided, however , that if the Monthly Remittance Condition is satisfied then the Servicer shall not be required to deposit into
the Collection Account an amount equal to the Collections received during any Collection Period until noon, New York City time, on the
Business Day immediately preceding each Payment Date (it being understood that, with respect to Sales Proceeds, the Servicer shall be
obligated to remit an amount equal to Sales Proceeds into the Collection Account and shall not be obligated to remit the actual Sales
Proceeds). The “ Monthly Remittance Condition ” shall be deemed to be satisfied if (i) PFS is the Servicer, (ii) no
Servicer Replacement Event has occurred and is continuing and (iii) PFS has (x) a short-term debt rating of at least “A-2”
from S&P and either (y) (A) a long-term unsecured debt rating of at least “BBB” from Fitch or (B) a short-term
unsecured debt rating of at least “F2” from Fitch. Notwithstanding the foregoing, the Servicer may remit Collections to the
Collection Account on any other alternate remittance schedule (but not later than the related Payment Date) if the Rating Agency Condition
is satisfied with respect to such alternate remittance schedule. Pending deposit into the Collection Account, Collections may be commingled
and used by the Servicer at its own risk and are not required to be segregated from its own funds.

 (b)            After
the satisfaction and discharge of the Indenture with respect to the Collateral, the Servicer shall pay an amount equal to Collections
in accordance with the instructions provided from time to time by the holder of the Transaction SUBI Certificate.

 5 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 Section 8.4              Net
Deposits . For so long as the Monthly Remittance Condition is satisfied, the Servicer shall be permitted to deposit into the Collection
Account only the net amount distributable to Persons other than the Servicer and its Affiliates on the next Payment Date. The Servicer
shall, however, account for all deposits and distributions in the Servicer’s Certificate as if the amounts were deposited and/or
distributed separately.

 Section 8.5              Servicer
Advances . On each Payment Date, the Servicer may deposit into the Collection Account prior to 11:00 a.m., New York City time,
an advance in an amount equal to all or a portion of the aggregate scheduled monthly lease payments due on Included Units but not identified
(or not identified in full) during and prior to the related Collection Period (a “ Monthly Payment Advance ”). The Servicer
may deposit into the Collection Account prior to 11:00 a.m., New York City time, on the related Payment Date, (a) an advance with
respect to an Included Unit at any time after the early termination of the related Transaction Lease, an amount equal to the related
Securitization Value immediately prior to such early termination, and (b) an advance with respect to an Included Unit at any time
after the scheduled expiration of the related Transaction Lease in an amount equal to the related Base Residual Value (each, a “ Sales
Proceeds Advance ”). No Monthly Payment Advances or Sales Proceed Advances will be made with respect to Defaulted Units. As
of the close of business on the last day of a Collection Period, if the Lessee shall be entitled to a rebate of an insurance policy or
other ancillary product, then the Servicer may, at its option, advance to the Lessee an amount equal to such rebate to the extent the
Servicer expects to recover the amount of the rebate from the insurer, the seller of the ancillary product or another Person (each, a
 “ Rebate Advance ” and, together with the Monthly Payment Advances, and the Sales Proceeds Advances, an “ Advance ”).
Rebate Advances can be delivered to the Lessees and reported in the Servicer’s Certificates in any manner the Servicer may select
in its discretion. The Servicer may not make an Advance unless it reasonably believes, in its sole discretion, that such Advance is likely
to be recoverable from subsequent Collections or Recoveries on the Included Units. The Servicer shall be entitled to receive reimbursement
for any outstanding Advances made with respect to the Transaction Units to the extent funds are available therefor in accordance with
the Indenture. Notwithstanding the foregoing, following any replacement of PFS as Servicer pursuant to Section 9.1 , the successor
Servicer shall not be required to make any Advances.

 Section 8.6              Servicer’s
Certificate . On or before each Determination Date prior to the satisfaction and discharge of the Indenture with respect to the
Collateral, the Servicer shall deliver to the Indenture Trustee and each Paying Agent (with a copy to each Rating Agency and the Issuer)
a Servicer’s Certificate reflecting information as of the close of business of the Servicer for the immediately preceding Collection
Period containing the information described in Section 8.3(a) of the Indenture. At the sole option of the Servicer, each Servicer’s
Certificate may be delivered in electronic or hard copy format.

 Section 8.7              Servicing
Fee . Notwithstanding anything to the contrary in Section 2.5 of the Origination Servicing Agreement, on each Payment Date,
the Indenture Trustee on behalf of the Issuer shall pay from Available Funds to the Servicer in accordance with Section 8.4(a) or
Section 5.4(b) of the Indenture the Servicing Fee for the immediately preceding Collection Period as compensation for its services.
In addition, the Servicer may retain any Supplemental Servicing Fees. The Servicer also will be entitled to receive Investment Earnings
during each Collection Period from Available Funds in accordance with Section 8.4(a) or Section 5.4(b) of the Indenture.

 6 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 Section 8.8              Insurance
Lapses; Repairs . Notwithstanding anything to the contrary in Section 2.11 of the Origination Servicing Agreement, the Servicer
shall not be required to monitor whether any Lessee has, and shall have no liability in the event that any Lessee fails to maintain in
full force and effect, a physical damage insurance policy covering any Transaction Unit or naming the Origination Trust as loss payee.
Without limiting the foregoing, in no event shall the Servicer be obligated to perform or be liable for any repairs or maintenance with
respect to any Transaction Unit.

 Section 8.9              Licensing
of Origination Trust . The Servicer shall cause the Origination Trust to apply for and maintain at all times all licenses and
permits necessary to carry on the Origination Trust’s leasing business in each jurisdiction in which the Origination Trust operates,
except where the failure to have any license or permit would not materially and adversely affect the business, properties, financial
condition or results of operation of the Origination Trust, taken as a whole.

 Section 8.10           Payment
of Fees and Expenses; Indemnity for Taxes .

 (a)            The
Servicer shall or shall cause PFLP to pay all expenses incurred in connection with the administration and servicing of the Transaction
SUBI and the Transaction Units, including, without limitation, expenses incurred by it in connection with its activities hereunder, including
the fees and disbursements of the Origination Trustee not otherwise paid in accordance with Section 8.4(a) or Section 5.4(b) of
the Indenture, independent accountants, taxes imposed on the Servicer and any Origination Trustee indemnity claims. The Servicer shall
cause PFLP to pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate.

 (b)            The
Servicer shall pay all expenses (other than expenses described in the definition of Liquidation Proceeds) incurred by it in connection
with its activities hereunder, including the fees, expenses, indemnification amounts and disbursements of the Indenture Trustee (as more
fully described in Section 6.7 of the Indenture), the Owner Trustee (as more fully described in Sections 8.1 and 8.2
of the Trust Agreement), independent accountants, taxes imposed on the Servicer and expenses incurred in connection with distributions
and reports to the Noteholders and the Certificateholder, to the extent not otherwise paid in accordance with Section 8.4(a) or
 Section 5.4(b) of the Indenture.

 Section 8.11           Annual
Officer’s Certificate .

 (a)            The
Servicer shall deliver to the Rating Agencies and the Issuer, with a copy to the Indenture Trustee, on or before March 30 of each
calendar year, beginning on March 30, 2027 an Officer’s Certificate (with appropriate insertions) providing such information
as is required under Item 1123 of Regulation AB.

 (b)            The
Servicer shall deliver to the Issuer, on or before March 30 of each year, beginning on March 30, 2027, a report regarding the
Servicer’s assessment of compliance with the Servicing Criteria specified in Exhibit A as applicable to the Servicer during
the immediately preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer,
as required under paragraph (b) of Rule 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or
such other criteria as mutually agreed upon by the Transferor and the Servicer.

 7 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 Section 8.12           Postmaturity
Term Extension . Consistent with its Customary Servicing Practices, the Servicer may, in its discretion, grant a Postmaturity
Term Extension with respect to any Transaction Lease. If the Servicer grants a Postmaturity Term Extension with respect to a Transaction
Lease, then the Servicer shall direct the Origination Trustee and the Servicer to reallocate the Transaction Unit related to such Transaction
Lease from the Transaction SUBI Portfolio to the UTI Portfolio (if the Servicer is PFS) or to an Other SUBI designated by the Servicer
(if the Servicer is not PFS) on or before the Payment Date following the end of the Collection Period during which such Postmaturity
Term Extension was granted. In consideration for such reallocation, the Servicer shall make a payment to the Issuer equal to the Reallocation
Amount by depositing such amount into the Collection Account prior to noon, New York City time, on such Payment Date.

 Section 8.13           Security
Deposits . In accordance with Section 2.4 of the Origination Servicing Agreement, prior to noon, New York City time,
on the Payment Date related to the Collection Period in which a Security Deposit (as defined in the Origination Servicing Agreement)
becomes Liquidation Proceeds (as defined in the Origination Servicing Agreement), the Servicer shall deposit such amounts (subject to
any required reimbursement of Liquidation Expenses pursuant to the Origination Servicing Agreement) into the Collection Account.

 Section 8.14           Loyalty
Programs . The Servicer may, in its discretion, with respect to any Included Unit, offer a Lessee whose Lease is nearing expiration
incentives to lease a new Vehicle or purchase a new Vehicle under the Servicer’s end of term lease loyalty program (the “ End
of Term Lease Loyalty Program ”). In connection with any incentive provided with regard to a lease under an End of Term Lease
Loyalty Program, PFS shall deposit the amount of the waived monthly payments into the Collection Account within the time period thereafter
stated in Section 8.3 of this Transaction SUBI Servicing Supplement after the payment has been processed (or, in the sole
discretion of the Servicer, an earlier date). In connection with the End of Term Lease Loyalty Program, PFS may waive any Excess Wear
Charges, and any such waived amounts shall not be required to be deposited into the Collection Account.

 Section 8.15           Annual
Registered Public Accounting Firm Attestation . On or before March 30 th of each year, beginning March 30,
2027, the Servicer shall cause a firm of independent registered public accountants (who may also render other services to the Servicer,
the Transferor or their respective Affiliates) to furnish to the Issuer, with a copy to the Indenture Trustee, the Servicer, and the
Transferor, each attestation report on assessments of compliance with the Servicing Criteria with respect to the Servicer or any Affiliate
thereof during the related fiscal year delivered by such accountants pursuant to paragraph (c) of Rule 13a-18 or Rule 15d-18
of the Exchange Act and Item 1122 of Regulation AB. The certification required by this paragraph may be replaced by any similar certification
using other procedures or attestation standards which are now or in the future in use by servicers of comparable assets, or which otherwise
comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Commission.

 8 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 The Servicer, however, shall not be obligated
to add as an addressee or reliance party with respect to any report described above any Person who does not comply with or agree to the
required procedures of such firm of independent certified public accountants, including but not limited to execution of engagement letters
or access letters regarding such reports.

 ARTICLE IX

 TERMINATION
OF SERVICER

 Section 9.1              Termination
of Servicer as to Transaction SUBI Portfolio .

 (a)            Upon
the occurrence and continuation of any Servicer Replacement Event, the Servicer shall provide to the Indenture Trustee, the Issuer, the
Administrator, the Asset Representations Reviewer and each Rating Agency prompt notice specifying such Servicer Replacement Event, together
with a description of its efforts to perform its obligations. The Servicer may not resign except in accordance with Section 2.10(a) of
the Origination Servicing Agreement. No such resignation will become effective until a successor Servicer has (i) assumed the responsibilities
and obligations of PFS as servicer and (ii) provided in writing the information reasonably requested by the Transferor to comply
with its reporting obligation under the Exchange Act with respect to a replacement Servicer.

 (b)            If
a Servicer Replacement Event shall have occurred and be continuing, the Origination Trustee shall, at the written direction of the Required
Related Holders (as defined below), by notice given to the Servicer, the Issuer, the Indenture Trustee and the Administrator, terminate
the rights and obligations of the Servicer under this Transaction SUBI Servicing Supplement and the Origination Servicing Agreement with
respect to the Transaction SUBI Portfolio and the Included Units. In the event the Servicer is removed or resigns as Servicer with respect
to servicing the Transaction SUBI Portfolio, the Required Related Holders shall appoint a successor Servicer. With respect to any Servicer
Replacement Event, the Origination Trustee, acting at the written direction of the Required Related Holders may waive any default of
the Servicer. For purposes of this Section, so long as the Lien of the Indenture is in place, the “ Required Related Holders ”
shall be deemed to be the Indenture Trustee, acting at the direction of the Holders of not less than 66 2/3% of the aggregate Note Balance
of the Outstanding Notes and thereafter, the Issuer, acting at the written direction of the Majority Certificateholders.

 (c)            If
replaced, the Servicer agrees that it will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing
of the Transaction Units to a successor Servicer. All reasonable costs and expenses incurred in connection with transferring the Records
to the successor Servicer and all other reasonable costs and expenses incurred in connection with the transfer to the successor Servicer
related to the performance by the Servicer hereunder will be paid by the predecessor Servicer upon presentation of reasonable documentation
of such costs and expenses.

 (d)            Upon
the effectiveness of the assumption by the successor Servicer of its duties pursuant to this Section 9.1 , the successor Servicer
shall be the successor in all respects to the Servicer in its capacity as Servicer under the Origination Servicing Agreement with respect
to the Transaction SUBI Portfolio, and shall be subject to all the responsibilities, duties and liabilities relating thereto, except
with respect to the obligations of the predecessor Servicer that survive its termination as Servicer as set forth in Section 9.1(e) .
No Servicer shall resign or be relieved of its duties under the Origination Servicing Agreement, as Servicer of the Transaction SUBI
Portfolio, until a newly appointed Servicer for the Transaction SUBI Portfolio shall have assumed the responsibilities and obligations
of the resigning or terminated Servicer under this Transaction SUBI Servicing Supplement (such time, the “ Servicer Replacement
Date ”). In the event of a replacement of PFS as Servicer, the Issuer shall cause the successor Servicer to agree to indemnify
PFS against any losses, liabilities, damages or expenses (including attorneys’ fees), as a result of the negligence or willful
misconduct of such successor Servicer occurring after the Servicer Replacement Date. The predecessor Servicer shall be entitled to receive
reimbursement for any outstanding Advances made with respect to the Transaction Units to the extent funds are available therefor in accordance
with the Indenture.

 9 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 (e)            No
termination or resignation of the Servicer as to the Transaction SUBI Portfolio shall affect the obligations of the Servicer pursuant
to Section 2.7(g) of the Origination Servicing Agreement; provided that following the replacement of the Servicer
pursuant to this Section 9.1 , such Servicer shall have no duties, responsibilities or other obligations hereunder with respect
to matters arising after such replacement.

 Section 9.2              No
Effect on Other Parties . Upon any termination of the rights and powers of the Servicer with respect to the Transaction SUBI Portfolio
pursuant to Section 9.1 hereof, or upon any appointment of a successor to the Servicer with respect to the Transaction SUBI
Portfolio, all the rights, powers, duties and obligations of the Origination Trustee, the UTI Holder and the Settlor under the Origination
Trust Agreement, the Servicing Agreement, the Transaction SUBI Supplement, any other SUBI Supplement, any other SUBI Servicing Agreement
Supplement or any other Origination Trust Document shall remain unaffected by such termination or appointment and shall remain in full
force and effect thereafter, except as otherwise expressly provided herein or therein.

 ARTICLE X

 MISCELLANEOUS

 Section 10.1           Amendment .

 (a)            Notwithstanding
any provision of the Origination Servicing Agreement, the Origination Servicing Agreement, as supplemented by this Transaction SUBI Servicing
Supplement, to the extent that it deals solely with the Transaction SUBI and the Transaction SUBI Portfolio, may be amended in accordance
with this Section 10.1 .

 (b)            Any
term or provision of this Transaction SUBI Servicing Supplement may be amended by the Servicer without the consent of the Indenture Trustee,
any Noteholder, the Issuer, the Owner Trustee, the Origination Trustee or any other Person subject to the satisfaction of one of the
following conditions:

 (i) the Servicer delivers an Opinion of Counsel
 to the Indenture Trustee to the effect that such amendment will not materially and adversely
 affect the interests of the Noteholders;

 10 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 (ii) the Servicer delivers an Officer’s
 Certificate of the Servicer to the Indenture Trustee to the effect that such amendment will
 not materially and adversely affect the interests of the Noteholders; or

 (iii) the Rating Agency Condition is satisfied
 with respect to such amendment and the Servicer notifies the Indenture Trustee in writing
 that the Rating Agency Condition is satisfied with respect to such amendment.

 (c)            This
Transaction SUBI Servicing Supplement may also be amended from time to time by the Servicer, with the consent of the Noteholders evidencing
not less than a majority of the aggregate Note Balance of the Outstanding Notes, for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Transaction SUBI Servicing Supplement or of modifying in any manner the rights
of the Noteholders. It will not be necessary for the consent of Noteholders to approve the particular form of any proposed amendment,
but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents
of Noteholders provided for in this Transaction SUBI Servicing Supplement) and of evidencing the authorization of the execution thereof
by Noteholders will be subject to such reasonable requirements as the Indenture Trustee may prescribe, including the establishment of
record dates pursuant to the Note Depository Agreement.

 (d)            Any
term or provision of this Transaction SUBI Servicing Supplement may also be amended from time to time by the Servicer, for the purpose
of conforming the terms of this Transaction SUBI Servicing Supplement to the description thereof in the Prospectus or, to the extent
not contrary to the Prospectus, to the description thereof in an offering memorandum with respect to the Certificates, without the consent
of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person; provided , however , that the
Transferor and the Servicer shall provide written notification of such amendment to the Indenture Trustee, the Issuer, the Owner Trustee
and promptly after the execution of any such amendment, the Transferor and the Servicer shall furnish a copy of such amendment to the
Indenture Trustee, the Issuer and the Owner Trustee.

 (e)            Prior
to the execution of any such amendment, the Servicer shall provide written notification of the substance of such amendment to each Rating
Agency, the Indenture Trustee, the Owner Trustee and the Origination Trustee; and promptly after the execution of any such amendment,
the Servicer shall furnish a copy of such amendment to each Rating Agency, the Indenture Trustee, the Owner Trustee and the Origination
Trustee; provided , that no amendment shall be effective which affects the rights, protections, immunities, indemnities or duties
of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person (which consent shall not be unreasonably
withheld or delayed).

 (f)             Prior
to the execution of any amendment to this Transaction SUBI Servicing Supplement, the Owner Trustee and the Indenture Trustee shall be
entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted
by this Transaction SUBI Servicing Supplement and that all conditions precedent to the execution and delivery of such amendment have
been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into or execute on behalf of the
Issuer any such amendment which adversely affects the Owner Trustee’s or the Indenture Trustee’s, as applicable, own rights,
duties, protections, indemnities or immunities under this Transaction SUBI Servicing Supplement.

 11 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 Section 10.2           Notices .
All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class
United States mail, postage prepaid, hand delivery, prepaid courier service or by electronic transmission and addressed in each case
as set forth on Schedule III of the SUBI Sale Agreement or at such other address as shall be designated in a written notice to
the other parties hereto. Any notice required or permitted to be mailed to a Noteholder shall be given by first class mail, postage prepaid,
at the address of such Noteholder as shown in the Note Register. Delivery shall occur only upon receipt or reported tender of such communication
by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder; provided,
however, that any notice to a Noteholder mailed within the time prescribed in this Transaction SUBI Servicing Supplement shall be
conclusively presumed to have been duly given, whether or not the Noteholder shall receive such notice.

 Section 10.3           Governing
Law . THIS TRANSACTION SUBI SERVICING SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW, OTHER THAN SECTIONS 5-1401 AND 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

 Section 10.4           Headings .
The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction
or effect of this Transaction SUBI Servicing Supplement.

 Section 10.5           Separate
Counterparts . This Transaction SUBI Servicing Supplement may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

 Section 10.6           Waivers .
No failure or delay on the part of the Servicer, the Transferor, the Issuer or the Indenture Trustee in exercising any power or right
hereunder (to the extent such Person has any power or right hereunder) shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice
to or demand on any party hereto in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or
approval by any party hereto under this Transaction SUBI Servicing Supplement shall, except as may otherwise be stated in such waiver
or approval, be applicable to subsequent transactions. No waiver or approval under this Transaction SUBI Servicing Supplement shall require
any similar or dissimilar waiver or approval thereafter to be granted hereunder.

 Section 10.7           Entire
Agreement . The Transaction Documents contain a final and complete integration of all prior expressions by the parties hereto
with respect to the subject matter thereof and shall constitute the entire agreement among the parties hereto with respect to the subject
matter thereof, superseding all prior oral or written understandings. There are no unwritten agreements among the parties.

 12 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 Section 10.8           Third-Party
Beneficiaries . This Transaction SUBI Servicing Supplement shall inure to the benefit of and be binding upon the parties hereto,
the Issuer and the Indenture Trustee, as holder and pledgee, respectively, of the Transaction SUBI Certificate, and their respective
successors and permitted assigns and the Origination Trustee and the Owner Trustee shall be express third-party beneficiaries hereof
and may enforce the provisions hereof as if it were a party hereto. Except as otherwise provided in this Section, no other Person will
have any right hereunder.

 Section 10.9           Severability
of Provisions . If any one or more of the covenants, agreements, provisions or terms of this Transaction SUBI Servicing Supplement
shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Transaction SUBI Servicing Supplement and shall in no way affect the
validity or enforceability of the other provisions of this Transaction SUBI Servicing Supplement. To the extent permitted by law, the
parties hereto waive any provision of law that renders any provision of this Transaction SUBI Servicing Supplement invalid or unenforceable
in any respect.

 Section 10.10         No
Waiver; Cumulative Remedies . The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

 Section 10.11         Nonpetition
Covenant . Each party hereto agrees that, prior to the date which is one year and one day after payment in full of all obligations
of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party shall not authorize
any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization
or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or
other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such
relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against
such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its creditors generally, any party hereto or any other
creditor of such Bankruptcy Remote Party, and (ii) none of the parties hereto shall commence or join with any other Person in commencing
any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, arrangement, liquidation or insolvency law
or statute now or hereafter in effect in any jurisdiction. This Section shall survive the termination of this Transaction SUBI Servicing
Supplement.

 Section 10.12         Submission
to Jurisdiction; Waiver of Jury Trial . Each of the parties hereto hereby irrevocably and unconditionally:

 (a)            submits
for itself and its property in any legal action or proceeding relating to this Transaction SUBI Servicing Supplement or any documents
executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive
general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of
New York and appellate courts from any thereof;

 13 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 (b)            consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue
of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not
to plead or claim the same;

 (c)            agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 10.2 ;

 (d)            agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction; and

 (e)            to
the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or
counterclaim based on, or arising out of, under or in connection with this Transaction SUBI Servicing Supplement, any other Transaction
Document, or any matter arising hereunder or thereunder.

 Section 10.13         Binding
Effect . The provisions of the Origination Servicing Agreement and this Transaction SUBI Servicing Supplement, insofar as they
relate to the Transaction SUBI Portfolio, shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and permitted assigns. This Transaction SUBI Servicing Supplement shall create and constitute the continuing obligations of the parties
hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree.

 Section 10.14         Limitation
of Liability . It is expressly understood and agreed by the parties hereto that (a) this Transaction SUBI Servicing Supplement
is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Origination Trustee of the Origination
Trust under the Origination Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (b) each of
the representations, undertakings and agreements herein made on the part of the Origination Trustee and the Origination Trust is made
and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the
purpose of binding only the Origination Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington
Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability,
if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto (d) Wilmington
Trust Company has made no investigation as to the accuracy or completeness of any representations and warranties made by the Origination
Trustee or the Origination Trust in this Transaction SUBI Servicing Supplement and (e) under no circumstances shall Wilmington Trust
Company be personally liable for the payment of any indebtedness or expenses of the Origination Trust or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or undertaken by any party under this Transaction SUBI Servicing
Supplement or the other Origination Trust Documents except in accordance with the provisions of the Origination Trust Agreement.

 14 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 Section 10.15         Further
Assurances . Each party will do such acts, and execute and deliver to any other party such additional documents or instruments,
as may be reasonably requested in order to effect the purposes of this Transaction SUBI Servicing Supplement and to better assure and
confirm unto the requesting party its rights, powers and remedies hereunder.

 Section 10.16         Each
SUBI Separate; Assignees of SUBI . Each party hereto acknowledges and agrees (and each holder or pledgee of the Transaction SUBI
Certificate, by virtue of its acceptance of such Transaction SUBI Certificate or pledge thereof, acknowledges and agrees) that (i) the
Transaction SUBI is a separate series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12
of the Delaware Code, 12 Del . Code § 3801 et seq ., (ii)(A) the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to the Transaction SUBI or the Transaction SUBI Portfolio shall be enforceable
against the Transaction SUBI Portfolio only and not against any Other SUBI Assets or the UTI Portfolio and (B) the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with respect to any Other SUBI, any Other SUBI Portfolio, the
UTI or the UTI Portfolio shall be enforceable against such Other SUBI Portfolio or the UTI Portfolio only, as applicable, and not against
the Transaction SUBI or Transaction SUBI Portfolio, (iii) except to the extent required by law, UTI Assets or Other SUBI Assets
with respect to any SUBI shall not be subject to the claims, debts, liabilities, expenses or obligations arising from or with respect
to the Transaction SUBI in respect of such claim, (iv)(A) no creditor or holder of a claim relating to the Transaction SUBI or the
Transaction SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the UTI or the UTI Portfolio
or any Other SUBI or the assets allocated thereto and (B) no creditor or holder of a claim relating to the UTI, the UTI Portfolio
or any Other SUBI or any Other SUBI Assets other than the Transaction SUBI Portfolio shall be entitled to maintain any action against
or recover any assets allocated to the Transaction SUBI and (v) any purchaser, assignee or pledgee of an interest in the Transaction
SUBI or the Transaction SUBI Certificate must, prior to or contemporaneously with the grant of any such assignment, pledge or security
interest, (A) give to the Origination Trust a non-petition covenant substantially similar to that set forth in Section 6.9
of the Origination Trust Agreement, and (B) execute an agreement for the benefit of each holder, assignee or pledgee from time to
time of the UTI or UTI Certificate and any Other SUBI or Other SUBI Certificate, to release all claims to the assets of the Origination
Trust allocated to the UTI Portfolio and each Other SUBI Portfolio and, in the event that such release is not given effect, to fully
subordinate all claims it may be deemed to have against the assets of the Origination Trust allocated to the UTI Portfolio and each Other
SUBI Portfolio.

 Section 10.17         Information
Requests . The parties hereto shall provide any information reasonably requested by the Servicer, the Issuer, the Transferor or
any of their Affiliates, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation,
accounting rule or principle.

 Section 10.18         Electronic
Signatures and Transmission .

 (a)            For
purposes of this Transaction SUBI Servicing Supplement, any reference to “written” or “in writing” means any
form of written communication, including, without limitation, electronic signatures, and any such written communication may be transmitted
by electronic transmission. The term “electronic signature” shall mean any electronic symbol or process attached to, or associated
with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. Each
of the parties hereto agrees that this Transaction SUBI Servicing Supplement, any addendum or amendment hereto or any other document
necessary for the consummation of the transactions contemplated by this Transaction SUBI Servicing Supplement may be accepted, executed
or agreed to through the use of an electronic signature in accordance with the E-Sign Act, UETA or any applicable state law. Each of
the parties hereto are authorized to accept written instructions, directions, reports, notices or other communications delivered by electronic
transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports,
notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions,
directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission;
and none of the parties hereto shall have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party
as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information
delivered to such party, including, without limitation, the risk of such party acting on unauthorized instructions, notices, reports
or other communications or information, and the risk of interception and misuse by third parties.

 15 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 (b)            Any
requirement in this Transaction SUBI Servicing Supplement that a document, including this Transaction SUBI Servicing Supplement, is to
be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit signature by electronic
signature and shall not be deemed to prohibit delivery thereof by electronic transmission.

 Section 10.19         Termination
of Transaction SUBI Servicing Supplement . This Transaction SUBI Servicing Supplement shall terminate upon of the termination
of the Transaction SUBI Supplement. Any such termination hereunder shall effect a termination only with respect to the Transaction SUBI
Portfolio and not as to any other Origination Trust Assets, including any Origination Trust Assets allocated to any Other SUBI, and shall
not effect a termination of the Origination Servicing Agreement or any other supplement to the Origination Servicing Agreement.

 Section 10.20         Regulation
AB . The Servicer shall cooperate fully with the Transferor and the Issuer to deliver to the Transferor and the Issuer (including
any of its assignees or designees) any and all statements, reports, certifications, records and any other information necessary in the
good faith determination of the Transferor or the Issuer to permit the Transferor to comply with the provisions of Regulation AB and
its reporting obligations under the Exchange Act, together with such disclosures relating to the Servicer and the Transaction Units,
or the servicing of the Units, reasonably believed by the Seller to be necessary in order to effect such compliance.

 Section 10.21         Multiple
Roles . It is expressly acknowledged, agreed and consented to that Wilmington Trust Company will be acting in the capacity of
Origination Trustee hereunder and its affiliate, Wilmington Trust, National Association will be acting in the capacity as Owner Trustee.
Wilmington Trust Company and Wilmington Trust, National Association may, in such capacities, discharge its separate functions fully,
without hindrance or regard to conflict of interest principles, duty of loyalty principles or other equitable principles to the extent
that any such conflict or breach arises from the performance by Wilmington Trust Company of its express duties set forth in the Origination
Trust Agreement or the performance by Wilmington Trust, National Association of its express duties set forth in the Trust Agreement,
all of which defenses, claims or assertions are waived by the parties hereto.

 [SIGNATURES ON THE FOLLOWING PAGE]

 16 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 IN
WITNESS WHEREOF , the parties hereto have caused this Transaction SUBI Servicing Supplement to be duly executed by their respective
officers duly authorized as of the day and year first above written.

 PORSCHE LEASING LTD.

 By:
 WILMINGTON TRUST COMPANY,

 not in its individual capacity

 but solely as Origination Trustee

 By:
 Clarice Wright

 Name:
 /s/ Clarice Wright

 Title:
 Vice President

 S- 1 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 PORSCHE FINANCIAL SERVICES, INC.,

 as Servicer

 By:
 /s/ Nicolas Leduc

 Name:
 Nicolas Leduc

 Title:
 President and CEO

 By:
 /s/ Eli Yaremenko

 Name:
 Eli Yaremenko

 Title:
 Assistant Treasurer

 S- 2 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 WILMINGTON TRUST COMPANY,

 not in its individual capacity

 but solely as Origination Trustee

 By:
 /s/ Clarice Wright

 Name:
 Clarice Wright

 Title:
 Vice President

 S- 3 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 EXHIBIT A

 SERVICING CRITERIA TO BE ADDRESSED IN

SERVICER’S ASSESSMENT OF COMPLIANCE

 The assessment of compliance to be delivered by the Servicer shall
address, at a minimum, the criteria identified below as “Applicable Servicer Servicing Criteria”:

 Servicing
 Criteria
 Applicable

Servicer Servicing

 Criteria

 Reference
 Criteria

 General
 Servicing Considerations

 1122(d)(1)(i)
 Policies
 and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
 agreements.
 X

 1122(d)(1)(ii)
 If
 any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s
 performance and compliance with such servicing activities.
 X

 1122(d)(1)(iii)
 Any
 requirements in the transaction agreements to maintain a back- up servicer for the pool assets are maintained.
 X

 1122(d)(1)(v)
 Aggregation
 of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
 X

 Cash
 Collection and Administration

 1122(d)(2)(i)
 Payments
 on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business
 days following receipt, or such other number of days specified in the transaction agreements.
 X

 1122(d)(2)(iv)
 The
 related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are
 separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
 X

 1122(d)(2)(v)
 Each
 custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes
 of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a
 foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
 X

 1122(d)(2)(vii)
 Reconciliations
 are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank
 clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the
 bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved
 by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
 reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in
 the transaction agreements.
 X

 A- 1 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 Servicing Criteria
 Applicable

Servicer Servicing

 Criteria

 Investor
 Remittances and Reporting

 1122(d)(3)(i)
 Reports
 to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable
 Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth
 in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction
 agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’
 or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.
 X

 Pool
 Asset Administration
 X

 1122(d)(4)(i)
 Collateral
 or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.
 X

 1122(d)(4)(ii)
 Pool
 assets and related documents are safeguarded as required by the transaction agreements.
 X

 1122(d)(4)(iii)
 Any
 additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements
 in the transaction agreements.
 X

 1122(d)(4)(iv)
 Payments
 on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s
 obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
 agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.
 X

 1122(d)(4)(v)
 The
 Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s
 unpaid principal balance.
 X

 1122(d)(4)(vi)
 Changes
 with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and
 approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
 X

 1122(d)(4)(vii)
 Loss
 mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions,
 as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the
 transaction agreements.
 X

 1122(d)(4)(viii)
 Records
 documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements.
 Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe
 the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling
 plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
 X

 1122(d)(4)(xiv)
 Delinquencies,
 charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
 X

 A- 2 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

 Servicing Criteria
 Applicable

Servicer Servicing

 Criteria

 1122(d)(4)(xv)
 Any
 external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
 as set forth in the transaction agreements.
 X

 A- 3 Transaction SUBI Supplement to
 Servicing Agreement (PILOT 2026-1)

EX-10.3 · tm2615407d14_ex10-3.htm

EX-10.3
 5
 tm2615407d14_ex10-3.htm
 EXHIBIT 10.3

 Exhibit 10.3

 SUBI SALE AGREEMENT

 dated as of June 12, 2026

 between

 PORSCHE FUNDING
LIMITED PARTNERSHIP,

 as Seller

 and

 PORSCHE AUTO FUNDING
LLC,

 as Buyer

 Table
of Contents

 Page

 ARTICLE I
 DEFINITIONS
 1

 SECTION 1.1 Definitions
 1

 SECTION 1.2 Other Interpretive Provisions
 1

 ARTICLE II
 PURCHASE AND CONTRIBUTION
 2

 SECTION 2.1 Agreement to Sell and Contribute
 2

 SECTION 2.2 Consideration and Payment
 2

 ARTICLE III
 REPRESENTATIONS AND WARRANTIES
 2

 SECTION 3.1 Representations and Warranties of the Seller
 2

 SECTION 3.2 Representations and Warranties of Seller regarding the Purchased Assets
 4

 SECTION 3.3 Reallocation upon Breach
 4

 SECTION 3.4 Protection of Title
 5

 SECTION 3.5 Other Liens or Interests
 5

 ARTICLE IV
 MISCELLANEOUS
 6

 SECTION 4.1 Transfers Intended as Sales; Security Interest
 6

 SECTION 4.2 Notices, Etc.
 7

 SECTION 4.3 Governing Law
 7

 SECTION 4.4 Headings
 7

 SECTION 4.5 Separate Counterparts
 7

 SECTION 4.6 Amendment
 7

 SECTION 4.7 Waivers
 9

 SECTION 4.8 Entire Agreement
 9

 SECTION 4.9 Severability of Provisions
 9

 SECTION 4.10 Binding Effect; Assignability
 9

 SECTION 4.11 Acknowledgment and Agreement
 10

 SECTION 4.12 Cumulative Remedies
 10

 SECTION 4.13 Nonpetition Covenant
 10

 SECTION 4.14 Submission to Jurisdiction; Waiver of Jury Trial
 10

 SECTION 4.15 Each SUBI Separate; Assignees of SUBI
 11

 SECTION 4.16 Electronic Signatures and Transmission
 12

 SECTION 4.17 Merger or Consolidation
 12

 Schedule I
 Representations and Warranties with Respect to Units

 Schedule II
 Perfection Representations, Warranties and Covenants

 Schedule III
 Notice of Addressees

 Appendix A
 Definitions

 - i - SUBI Sale Agreement
 PILOT 2026-1

 SUBI
SALE AGREEMENT

 THIS SUBI SALE AGREEMENT is
made and entered into as of June 12, 2026 (as amended, restated, supplemented or otherwise modified and in effect from time to time,
this “ Agreement ”) by PORSCHE FUNDING LIMITED PARTNERSHIP, a Delaware limited partnership (the “ Seller ”),
and PORSCHE AUTO FUNDING LLC, a Delaware limited liability company (the “ Buyer ”).

 WITNESSETH :

 WHEREAS, Porsche Leasing Ltd.
is a Delaware statutory trust (the “ Origination Trust ”) formed and operated pursuant to that certain Amended and Restated
Trust Agreement dated as of November 14, 1997 (as amended by the UTI Assignment and Origination Trust Document Amendment, dated as
of July 31, 2000, and as further amended, restated, supplemented or modified and in effect from time to time, the “ Origination
Trust Agreement ”) for the purpose, among other things, of acquiring title to Units;

 WHEREAS, on the date hereof,
the Seller, as owner of the entire undivided interest in the Origination Trust (the “ UTI Portfolio ”), and Wilmington
Trust Company, as Trustee (the “ Origination Trustee ”), are entering into that certain Transaction SUBI Supplement
2026-1 to Origination Trust Agreement (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “ Transaction
SUBI Supplement ”) to create a special unit of beneficial interest (the “ Transaction SUBI ”); and

 WHEREAS, the Seller desires
to sell to the Buyer, and the Buyer desires to acquire, the Seller’s entire beneficial ownership interest in (A) the Units
allocated to the Transaction SUBI (the “ Transaction SUBI Portfolio ”) and (B) the certificate issued as evidence
thereof (the “ Transaction SUBI Certificate ”);

 NOW, THEREFORE, in consideration
of the premises and the mutual agreements set forth herein, the parties hereto agree as follows:

 ARTICLE I

 DEFINITIONS

 SECTION 1.1
 Definitions . Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not
otherwise defined herein are defined in Appendix A hereto, which also contains rules as to usage that are applicable herein.

 SECTION 1.2
 Other Interpretive Provisions . For purposes of this Agreement, unless the context otherwise requires: (a) terms defined
in Article 9 of the UCC as in effect in the relevant jurisdiction and not otherwise defined in this Agreement are used as defined
in that Article; (b) the words “hereof,” “herein” and “hereunder” and words of similar import
refer to this Agreement as a whole and not to any particular provision of this Agreement; (c) references to any Article, Section,
Schedule, Appendix or Exhibit are references to Articles, Sections, Schedules, Appendices and Exhibits in or to this Agreement and
references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection,
clause or other subdivision of such Section or definition; (d) the term “including” and all variations thereof
means “including without limitation”; (e) except as otherwise expressly provided herein, references to any law or regulation
refer to that law or regulation as amended from time to time and include any successor law or regulation; (f) references to any
Person include that Person’s successors and assigns; (g) unless the context otherwise requires, defined terms shall be equally
applicable to both the singular and plural forms; and (h) headings are for purposes of reference only and shall not otherwise affect
the meaning or interpretation of any provision hereof.

 SUBI Sale Agreement
 PILOT 2026-1

 ARTICLE II

 PURCHASE AND CONTRIBUTION

 SECTION 2.1
 Agreement to Sell and Contribute . On the terms and subject to the conditions set forth in this Agreement, on the date hereof,
the Seller hereby irrevocably transfers, assigns, sets over, sells and otherwise conveys to the Buyer, and the Buyer hereby purchases
from the Seller, all of the Seller’s right, title and interest in, to and under Transaction SUBI Certificate, the Transaction SUBI
and all Collections received thereunder after the close of business on the Cut-Off Date (collectively, the “ Purchased Assets ”).
Concurrently herewith, pursuant to the Transaction SUBI Supplement, the Seller shall direct the Origination Trustee and the Servicer
to identify from the Origination Trust Assets allocable to the UTI Portfolio, and to allocate to the Transaction SUBI Portfolio represented
by the Transaction SUBI Certificate, the Transaction SUBI Assets identified in Section 11.1 of the Transaction SUBI Supplement.

 SECTION 2.2
 Consideration and Payment . In consideration of the transfer of the Purchased Assets to the Buyer pursuant to Section 2.1
on the Closing Date, the Buyer shall pay to the Seller on the Closing Date the SUBI Allocation Price with respect thereto by (i) the
amount received by the Buyer from the Initial Purchasers in connection with the purchase of the Notes less the Initial Reserve Account
Deposit Amount, (ii) delivery to the Seller of a promissory note and (iii) if the SUBI Allocation Price exceeds the amount
of any cash payment for the account of the Seller on such day pursuant to clause (i) or the amount of the promissory note
delivered pursuant to clause (ii) , such excess shall automatically be considered to have been contributed to the Buyer by the
Seller as a capital contribution.

 ARTICLE III

 REPRESENTATIONS AND WARRANTIES

 SECTION 3.1
 Representations and Warranties of the Seller . The Seller makes the following representations and warranties as of the Closing
Date on which the Buyer will be deemed to have relied in acquiring the Purchased Assets. The representations and warranties speak as
of the execution and delivery of this Agreement and will survive the conveyance of the Purchased Assets to the Issuer pursuant to the
SUBI Transfer Agreement and the pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture:

 (a)             Existence
and Power . The Seller is a limited partnership and the Origination Trust is a statutory trust, in each case, validly existing and
in good standing under the laws of its state of organization, and each of the Seller and the Origination Trust has, in all material respects,
all power and authority required to carry on its business as it is now conducted. Each of the Seller and the Origination Trust has obtained
all necessary licenses and approvals in each jurisdiction where the failure to do so would materially and adversely affect the ability
of the Seller or the Origination Trust, respectively, to perform its obligations under the Transaction Documents or affect the enforceability
or collectibility of the Transaction Units or any other part of the Purchased Assets.

 2 SUBI Sale Agreement
 PILOT 2026-1

 (b)             Authorization
and No Contravention . The execution, delivery and performance by each of the Seller and the Origination Trust of each Transaction
Document to which it is a party (i) have been duly authorized by all necessary limited partnership or statutory trust action and
(ii) do not contravene or constitute a default under (A) any applicable law, rule or regulation, (B) its organizational
documents or (C) any material agreement, contract, order or other instrument to which it is a party or its property is subject (other
than violations which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the
aggregate, would not materially and adversely affect the transactions contemplated by, or the Seller’s ability to perform its obligations
under, the Transaction Documents).

 (c)             No
Consent Required . No approval or authorization by, or filing with, any Governmental Authority is required in connection with the execution,
delivery and performance by the Seller or the Origination Trust of any Transaction Document other than (i) UCC filings, (ii) approvals
and authorizations that have previously been obtained and filings that have previously been made and (iii) approvals, authorizations
or filings which, if not obtained or made, would not have a material adverse effect on the enforceability or collectibility of the Transaction
Units or any other part of the Purchased Assets or would not materially and adversely affect the ability of the Seller or the Origination
Trust to perform its obligations under the Transaction Documents.

 (d)             Binding
Effect . Each Transaction Document to which the Seller or the Origination Trust is a party constitutes the legal, valid and binding
obligation of such Person enforceable against such Person in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’
rights generally and, if applicable, the rights of creditors of limited partnerships from time to time in effect or by general principles
of equity.

 (e)             Lien
Filings . The Seller is not aware of any material judgment, ERISA or tax lien filings against the Seller.

 (f)             No
Proceedings . There are no actions, suits or proceedings pending or, to the knowledge of the Seller, threatened against the Seller
before or by any Governmental Authority that (i) assert the invalidity or unenforceability of this Agreement or any of the other
Transaction Documents, (ii) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated
by this Agreement or any of the other Transaction Documents, (iii) seek any determination or ruling that would materially and adversely
affect the performance by the Seller of its obligations under this Agreement or any of the other Transaction Documents or the collectibility
or enforceability of the Transaction Units, or (iv) relate to the Seller that would materially and adversely affect the federal or
Applicable Tax State income, excise, franchise or similar tax attributes of the Notes.

 3 SUBI Sale Agreement
 PILOT 2026-1

 (g)             Security
Interests . The Seller has not authorized the filing of any financing statements against the Seller that include a description of collateral
covering any portion of the Purchased Assets other than any financing statement relating to security interests granted under the Transaction
Documents or that have been or, prior to the assignment of such Purchased Assets hereunder, will be terminated, amended or released. This
Agreement creates a valid and continuing security interest in the Purchased Assets (other than the Related Security with respect thereto,
to the extent that an ownership interest therein cannot be perfected by the filing of a financing statement) in favor of the Buyer which
security interest is prior to all other Liens (other than Permitted Liens) and is enforceable as such against all other creditors of and
purchasers and assignees from the Seller.

 (h)             Creation,
Perfection and Priority of Security Interests . The representations and warranties regarding creation, perfection and priority of security
interests in the Purchased Assets, which are attached to this Agreement as Schedule II , are true and correct in all material respects
to the extent that they are applicable.

 SECTION 3.2
 Representations and Warranties of Seller regarding the Purchased Assets . On the date hereof, the Seller hereby makes the
representations and warranties set forth on Schedule I to the Buyer as to each Unit. Such representations and warranties shall
survive the sale of the Purchased Assets to the Issuer under the SUBI Transfer Agreement, and the Grant of the Purchased Assets by the
Issuer to the Indenture Trustee pursuant to the Indenture. The Seller hereby agrees that the Issuer shall have the right to enforce any
and all rights assigned to the Issuer under the SUBI Transfer Agreement, including the right to cause the Seller to reallocate any Transaction
Unit with respect to which it is in breach of the representations and warranties set forth in Schedule I directly against the
Seller as though the Issuer were a party to this Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly
through the Buyer. Any inaccuracy of any such representations or warranties will be deemed not to constitute a breach of such representation
or warranty if such inaccuracy does not affect the ability of the Issuer to receive and retain payment in full on such Transaction Unit.

 SECTION 3.3
 Reallocation upon Breach . Upon discovery by or written notice to a Responsible Officer of the Buyer or the Seller of a
breach of any representation and warranty set forth in Section 3.2 with respect to any Transaction Unit at the time such
representation and warranty was made which materially and adversely affects the interests of the Issuer or the Noteholders in such Transaction
Unit, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided ,
that delivery of a Servicer’s Certificate which identifies that Transaction Units are being or have been reallocated shall be deemed
to constitute prompt notice by the Seller and the Buyer of such breach; provided , further , that the Indenture Trustee and
the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee,
as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that
the failure to give such notice shall not affect any obligation of the Seller hereunder. If the breach materially and adversely affects
the interests of the Buyer, the Issuer or the Noteholders in such Transaction Unit, then the Seller shall either (a) correct or
cure such breach or (b) direct the Origination Trustee and the Servicer to reallocate the non-compliant Transaction Unit from the
Transaction SUBI to the UTI (or an Other SUBI designated by the Seller), in either case on or before the Payment Date following the end
of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier date) after the date the Seller became aware
or was notified of such breach. Any such breach or failure will be deemed not to materially and adversely affect the interests of the
Issuer or the Noteholders if such breach or failure has not affected the ability of the Buyer (or its assignee) to receive and retain
payment in full of the aggregate Securitization Value on such Transaction Unit. Any such reallocation by the Seller shall be at a price
equal to the related Reallocation Amount. In consideration for such reallocation, the Seller shall make (or shall cause to be made) a
payment to the Buyer (or its assignee) equal to the Reallocation Amount by depositing such amount into the Collection Account prior to
noon, New York City time, on such date of reallocation (or, if the Seller elects, an earlier date). Upon payment of such Reallocation
Amount by the Seller, the Buyer (or its assignee) shall release and shall execute and deliver such instruments of release, transfer,
reallocation or assignment, in each case without recourse or representation, as may be reasonably requested by the Seller to evidence
such release, transfer, reallocation or assignment. It is understood and agreed that the obligation of the Seller to reallocate any Transaction
Unit and pay the related Reallocation Amount as described above shall constitute the sole remedy with respect to such breach available
to the Buyer (or its assignee).

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 The Seller acknowledges and
agrees that any dispute regarding its obligation to reallocate a Transaction Unit under this Section 3.3 shall be subject
to the dispute resolution provisions set forth in Section 7.6 of the Indenture, and the Seller agrees to participate in any mediation
or arbitration initiated thereunder in accordance with the terms and procedures set forth therein.

 SECTION 3.4
 Protection of Title .

 (a)             The
Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing
statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the
Buyer under this Agreement in the Purchased Assets, to the extent that the interest of the Buyer therein can be perfected by the filing
of a financing statement. Seller shall deliver (or cause to be delivered) to the Buyer file-stamped copies of, or filing receipts for,
any document filed as provided above.

 (b)             The
Seller shall notify the Buyer in writing within ten (10) days following the occurrence of (i) any change in the Seller’s
organizational structure as a limited partnership, (ii) any change in the Seller’s “location” (within the meaning
of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in the Seller’s name. The Seller shall
take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such
change, if it is not possible to take such action in advance) reasonably necessary to amend all previously filed financing statements
or continuation statements described in clause (a) above.

 SECTION 3.5
 Other Liens or Interests . Except for the conveyances and grants of security interests pursuant to this Agreement and the
other Transaction Documents, the Seller shall not sell, pledge, assign or transfer the Transaction SUBI or the Transaction SUBI Certificate
to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on any interest therein,
and the Seller shall defend the right, title and interest of the Buyer (or any subsequent assignee of the Buyer) in, to and under the
Transaction SUBI against all claims of third parties claiming through or under the Seller.

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 ARTICLE IV

 MISCELLANEOUS

 SECTION 4.1
 Transfers Intended as Sales; Security Interest .

 (a)             Each
of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and
absolute sales, transfers, assignments, conveyances and contributions without recourse rather than pledges or assignments of only a security
interest and shall be given effect as such for all purposes. The sale, transfer, assignment, conveyance and contribution of the Transaction
SUBI and the Transaction SUBI Certificate shall be reflected on the Seller’s balance sheet and other financial statements as a
sale and contribution of assets by the Seller. The sales and contributions by the Seller of the Transaction SUBI and the Transaction
SUBI Certificate and the beneficial interest in the Units allocated thereto hereunder are and shall be without recourse to, or representation
or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified
herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of
the property sold, rather than to the collectibility of underlying indebtedness.

 (b)             Notwithstanding
the foregoing, in the event that the Transaction SUBI, the Transaction SUBI Certificate and the other Purchased Assets are held to be
property of the Seller, or if for any reason this Agreement is held or deemed to create a security interest in the Transaction SUBI, the
Transaction SUBI Certificate and the other Purchased Assets, then it is intended that:

 (i)             this
Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other
applicable jurisdiction;

 (ii)            the
conveyance provided for in Section 2.1 shall be deemed to be a grant of, and the Seller hereby grants to the Buyer, a security
interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired,
in and to the Transaction SUBI, the Transaction SUBI Certificate and the other Purchased Assets, to secure the performance of the obligations
of the Seller hereunder;

 (iii)           the
possession by the Buyer or its agent of the Transaction SUBI Certificate shall be deemed to be “possession by the secured party”
or possession by the purchaser or a Person designated by such purchaser, for purposes of perfecting the security interest pursuant to
the New York UCC and the UCC of any other applicable jurisdiction; and

 (iv)           notifications
to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to
be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Buyer for the purpose
of perfecting such security interest under applicable law.

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 SECTION 4.2
 Notices, Etc. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by
registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service or by electronic transmission
and addressed in each case as specified on Schedule III hereto, or at such other address as shall be designated by any of the
specified addressees in a written notice to the other parties hereto. Any notice required or permitted to be mailed to a Noteholder shall
be given by first class mail, postage prepaid, at the address of such Noteholder as shown in the Note Register. Delivery shall occur
only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at
the address of such recipient for notices hereunder; provided , however , that any notice to a Noteholder mailed within the
time and in the manner prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder
shall receive such notice.

 SECTION 4.3
 Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF
THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

 SECTION 4.4
 Headings . The article and section headings hereof have been inserted for convenience of reference only and shall not be
construed to affect the meaning, construction or effect of this Agreement.

 SECTION 4.5
 Separate Counterparts . This Agreement may be executed in any number of counterparts, including in counterparts executed
via electronic signature, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by electronic transmission
shall be effective as delivery of a manually executed counterpart of this Agreement.

 SECTION 4.6
 Amendment .

 (a)             Any
term or provision of this Agreement (including Appendix A) may be amended by the Seller and the Buyer without the consent of the Indenture
Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions:

 (i)             the
Seller or the Buyer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and
adversely affect the interests of the Noteholders;

 (ii)            the
Seller or the Buyer delivers an Officer’s Certificate of the Seller or the Buyer, respectively, to the Indenture Trustee to the
effect that such amendment will not materially and adversely affect the interests of the Noteholders; or

 (iii)           the
Rating Agency Condition is satisfied with respect to such amendment and the Seller or the Buyer notifies the Indenture Trustee in writing
that the Rating Agency Condition is satisfied with respect to such amendment.

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 (b)            This
Agreement (including Appendix A ) may also be amended from time to time by the Seller and the Buyer, with the consent of the Holders
of Notes evidencing not less than a majority of the aggregate principal amount of the Outstanding Notes, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights
of the Noteholders; provided, that no amendment to this Agreement shall (i) reduce the interest rate or principal amount of
any Note or change or delay the Final Scheduled Payment Date of any Note without the consent of the Holder of such Note or (ii) reduce
the percentage of the aggregate Note Balance of the Outstanding Notes, the consent of which is required to consent to any matter without
the consent of the Holders of at least the percentage of the Note Balance which were required to consent to such matter before giving
effect to such amendment. It will not be necessary for the consent of Noteholders to approve the particular form of any proposed amendment
or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other
consents of Noteholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders will
be subject to such reasonable requirements as the Indenture Trustee may prescribe, including the establishment of record dates pursuant
to the Note Depository Agreement.

   

 (c)             Any
term or provision of this Agreement (including Appendix A ) may also be amended from time to time by the Seller and the Buyer, for
the purpose of conforming the terms of this Agreement to the description thereof in the Prospectus or, to the extent not contrary to the
Prospectus, to the description thereof in an offering memorandum with respect to the Certificates, without the consent of the Indenture
Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person; provided , however , that the Seller and the Buyer
shall provide written notification of the substance of such amendment to the Indenture Trustee, the Issuer and the Owner Trustee and promptly
after the execution of any such amendment, the Seller and the Buyer shall furnish a copy of such amendment to the Indenture Trustee, the
Issuer and the Owner Trustee.

 (d)             Prior
to the execution of any such amendment, the Buyer shall provide written notification of the substance of such amendment to each Rating
Agency; and promptly after the execution of any such amendment, the Buyer shall furnish a copy of such amendment to each Rating Agency
and the Indenture Trustee.

 (e)             Prior
to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and conclusively
rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all
conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee and the Indenture Trustee
may, but shall not be obligated to, enter into any such amendment which adversely affects the Owner Trustee’s or the Indenture Trustee’s,
as applicable, own rights, duties or immunities under this Agreement without the prior written consent of such person.

 (f)             Notwithstanding
anything under this Section 4.6 of this Agreement or in any other Transaction Document to the contrary, this Agreement (including
 Appendix A ) may be amended by the Seller and the Buyer without the consent of the Servicer, the Indenture Trustee, any Noteholder,
the Issuer, the Owner Trustee or any other Person and without satisfying any other provision in this Section 4.6 or any other
Transaction Document solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement,
any Benchmark Replacement Conforming Changes to be made by the Administrator; provided , that the Issuer has delivered notice of
such amendment to the Rating Agencies on or prior to the date such amendment is executed; provided, further , that any such SOFR
Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the Owner Trustee’s or Indenture
Trustee’s rights, indemnities or obligations without the Owner Trustee or Indenture Trustee’s consent, respectively. For the
avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to this Agreement
may be retroactive (including retroactive to the Benchmark Replacement Date) and this Agreement may be amended more than once in connection
with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.

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 SECTION 4.7
 Waivers . No failure or delay on the part of the Buyer, the Servicer, the Seller, the Issuer or the Indenture Trustee in
exercising any power or right hereunder (to the extent such Person has any power or right hereunder) shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of
any other power or right. No notice to or demand on the Buyer or the Seller in any case shall entitle it to any notice or demand in similar
or other circumstances. No waiver or approval by either party under this Agreement shall, except as may otherwise be stated in such waiver
or approval, be applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar
waiver or approval thereafter to be granted hereunder. Notwithstanding anything to the contrary in this Agreement or any other Transaction
Document, the Seller shall not be liable for any failure or delay in the performance of its obligations or the taking of any action hereunder
or under any other Transaction Document (and such failure or delay shall not constitute a breach of any Transaction Document) if such
failure or delay arises from compliance by Seller with any law or court order, the direction of a regulatory authority or regulatory
guidance.

 SECTION 4.8
 Entire Agreement . The Transaction Documents contain a final and complete integration of all prior expressions by the parties
hereto with respect to the subject matter thereof and shall constitute the entire agreement among the parties hereto with respect to
the subject matter thereof, superseding all prior oral or written understandings. There are no unwritten agreements among the parties
hereto.

 SECTION 4.9
 Severability of Provisions . If any one or more of the covenants, agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions
of this Agreement.

 SECTION 4.10
 Binding Effect; Assignability . This Agreement shall be binding upon and inure to the benefit of the Buyer and the Seller
and their respective successors and permitted assigns. The Seller may not assign any of its rights hereunder or any interest herein without
the prior written consent of the Buyer, except as provided in Section 3.11 or as otherwise herein specifically provided.
This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain
in full force and effect until such time as the parties hereto shall agree.

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 SECTION 4.11
 Acknowledgment and Agreement . By execution below, the Seller expressly acknowledges and consents to the sale of the Transaction
SUBI, the Transaction SUBI Certificate and the other Purchased Assets and the assignment of all rights and obligations of the Seller
related thereto by the Buyer to the Issuer pursuant to the SUBI Transfer Agreement and the mortgage, pledge, assignment and grant of
a security interest in the Transaction SUBI, the Transaction SUBI Certificate and the other Purchased Assets by the Issuer to the Indenture
Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Seller hereby acknowledges and agrees that for
so long as the Notes are outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the
Buyer under this Agreement.

 SECTION 4.12
 Cumulative Remedies . The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

 SECTION 4.13
 Nonpetition Covenant . Each party hereto agrees that, prior to the date which is one year and one day after payment in full
of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party
shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver,
liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property
or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding
commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of its creditors generally, any party
hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none of the parties hereto shall commence or join with any
other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, arrangement, liquidation
or insolvency law or statute now or hereafter in effect in any jurisdiction. This Section shall survive the termination of this
Agreement.

 SECTION 4.14
 Submission to Jurisdiction; Waiver of Jury Trial . Each of the parties hereto hereby irrevocably and unconditionally:

 (a)             submits
for itself and its property in any legal action or proceeding relating to this Agreement or any documents executed and delivered in connection
herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts
of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from
any thereof;

 (b)             consents
that any such action or proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter
have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court
and agrees not to plead or claim the same;

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 (c)             agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 4.2
of this Agreement;

 (d)             agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction; and

 (e)             to
the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim
based on, or arising out of, under or in connection with this Agreement, any other Transaction Document, or any matter arising hereunder
or thereunder .

 SECTION 4.15
 Each SUBI Separate; Assignees of SUBI . Each party hereto acknowledges and agrees (and each holder or pledgee of the Transaction
SUBI Certificate, by virtue of its acceptance of such Transaction SUBI Certificate or pledge thereof, acknowledges and agrees) that (a) the
Transaction SUBI is a separate series of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of Title 12
of the Delaware Code, 12 Del. Code § 3801 et seq ., (b)(i) the debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to the Transaction SUBI or the Transaction SUBI Portfolio shall be enforceable against
the Transaction SUBI Portfolio only, and not against any Other SUBI Assets or the UTI Portfolio and (ii) the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with respect to any Other SUBI, any Other SUBI Portfolio, the
UTI or the UTI Portfolio shall be enforceable against such Other SUBI Portfolio or the UTI Portfolio only, as applicable, and not against
the Transaction SUBI or any Transaction SUBI Assets, (c) except to the extent required by law, UTI Assets or SUBI Assets with respect
to any SUBI (other than the Transaction SUBI) shall not be subject to the claims, debts, liabilities, expenses or obligations arising
from or with respect to the Transaction SUBI in respect of such claim, (d)(i) no creditor or holder of a claim relating to the Transaction
SUBI or the Transaction SUBI Portfolio shall be entitled to maintain any action against or recover any assets allocated to the UTI or
the UTI Portfolio or any Other SUBI or any Other SUBI Assets and (ii) no creditor or holder of a claim relating to the UTI, the
UTI Portfolio or any Other SUBI or any Other SUBI Assets other than the Transaction SUBI Portfolio shall be entitled to maintain any
action against or recover any assets allocated to the Transaction SUBI, and (e) any purchaser, assignee or pledgee of an interest
in the Transaction SUBI or the Transaction SUBI Certificate must, prior to or contemporaneously with the grant of any such assignment,
pledge or security interest, (i) give to the Origination Trust a non-petition covenant substantially similar to that set forth in
 Section 6.9 of the Origination Trust Agreement, and (ii) satisfy any other transfer restrictions expressly set forth
in the Origination Trust Agreement. Each party hereto agrees for the benefit of each holder, assignee or pledgee from time to time of
the UTI or UTI Certificate and any Other SUBI or Other SUBI Certificate, to release all claims to the assets of the Origination Trust
allocated to the UTI Portfolio and each Other SUBI Portfolio and in the event that such release is not given effect, to fully subordinate
all claims it may be deemed to have against the assets of the Origination Trust allocated to the UTI Portfolio and each Other SUBI Portfolio.

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 SECTION 4.16
 Electronic Signatures and Transmission .

 (a)             For
purposes of this Agreement, any reference to “written” or “in writing” means any form of written communication,
including, without limitation, electronic signatures, and any such written communication may be transmitted by electronic transmission.
The term “electronic signature” shall mean any electronic symbol or process attached to, or associated with, a contract or
other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. Each of the parties hereto
agrees that this Agreement, any addendum or amendment hereto or any other document necessary for the consummation of the transactions
contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the
E-Sign Act, UETA or any applicable state law. Each of the parties hereto are authorized to accept written instructions, directions, reports,
notices or other communications delivered by electronic transmission and shall not have any duty or obligation to verify or confirm that
the Person sending instructions, directions, reports, notices or other communications or information by electronic transmission is, in
fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of
the party purporting to send such electronic transmission; and none of the parties hereto shall have any liability for any losses, liabilities,
costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions,
reports, notices or other communications or information delivered to such party, including, without limitation, the risk of such party
acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse
by third parties.

 (b)             Any
requirement in this Agreement that a document, including this Agreement, is to be signed or authenticated by “manual signature”
or similar language shall not be deemed to prohibit electronic signature and shall not be deemed to prohibit delivery thereof by electronic
transmission.

 SECTION 4.17
 Merger or Consolidation . Any entity into which Seller may be merged or converted or with which it may be consolidated,
to which it may sell or transfer its business and assets as a whole or substantially as a whole or any entity resulting from any merger,
sale, transfer, conversion or consolidation to which Seller shall be a party, or any entity succeeding to the business of Seller, shall
be the successor to Seller under this Agreement, in each case, without the execution or filing of any additional paper or any further
act on the part of any of the parties hereto. This Agreement shall create and constitute the continuing obligations of the parties hereto
in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree.

 [Signature Pages Follow]

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 IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed and delivered as of the day and year first above written.

 PORSCHE
 FUNDING LIMITED PARTNERSHIP

 By:
 PORSCHE FINANCIAL SERVICES, INC.,

 its General Partner

 By:
 /s/ Nicolas Leduc

 Name:
 Nicolas Leduc

 Title:
 President and CEO

 By:
 /s/ Eli Yaremenko

 Name:
 Eli Yaremenko

 Title:
 Assistant Treasurer

 S- 1 SUBI Sale Agreement
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 PORSCHE
 AUTO FUNDING LLC

 By:
 /s/ Tobias
Hausladen

 Name:
 Tobias
 Hausladen

 Title:
 Treasurer

 By:
 /s/ Eli
Yaremenko

 Name:
 Eli
 Yaremenko

 Title:
 Assistant
 Treasurer

 S- 2 SUBI Sale Agreement
 PILOT 2026-1

 SCHEDULE I

 REPRESENTATIONS AND WARRANTIES

WITH RESPECT TO UNITS

 1.              Ownership
of the Transaction Units .

 (a)             As
of the Cut-Off Date, good and valid ownership of each Transaction Unit will be validly and effectively vested in the Origination Trust,
free and clear of all Liens, except for Permitted Liens (and no Liens, other than a Lien of the type described in clause (1)(f) of
the definition of Permitted Liens, shall be noted on the certificate of title for any Vehicle included in any such Transaction Unit).

 (b)             As
of the Closing Date, good and valid ownership of the beneficial interest in each Transaction Unit will be validly and effectively conveyed
to, and vested in the Buyer, free and clear of all Liens, except for Permitted Liens.

 2.              Event
of Loss . According to the Servicer’s electronic records on the Cut-Off Date, no Vehicle included in any Transaction Unit was
subject to an event which would constitute an Event of Loss.

 3.              Eligible
Units . As of the Cut-Off Date, each Transaction Unit included in the Transaction SUBI Portfolio was an Eligible Unit.

 4.              Valid
Assignment . No Transaction Lease was originated in, or is subject to the laws of, any jurisdiction under which the transfer and assignment
of a beneficial interest in such Transaction Lease or the related Transaction Vehicle pursuant to a transfer of the Transaction SUBI Certificate
or the Transaction SUBI or any other transaction contemplated hereunder to occur on or about the Closing Date, is unlawful, void or voidable.
No Transaction Vehicle is subject to the laws of any jurisdiction under which the transfer and assignment of a beneficial interest in
such Transaction Vehicle pursuant to a transfer of the Transaction SUBI Certificate or the Transaction SUBI, or any other transaction
contemplated hereunder to occur on or about the Closing Date, is unlawful, void or voidable.

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 SCHEDULE II

 PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

 In addition to the representations,
warranties and covenants contained in the SUBI Sale Agreement, the Seller hereby represents, warrants, and covenants to the Buyer as follows
on the Closing Date:

 General

 1.             The
SUBI Sale Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Transaction SUBI Certificate
in favor of the Buyer, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers
from the Seller.

 2.             The
Transaction SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security”
or “chattel paper” (evidenced by a tangible copy), within the meaning of the applicable UCC.

 Creation

 3.             Immediately
prior to the sale, transfer, assignment and conveyance of the Transaction SUBI Certificate by the Seller to the Buyer, the Seller owned
and had good and marketable title to the Transaction SUBI Certificate free and clear of any Lien (other than Permitted Liens), claim or
encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary
course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being
contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with
respect to such a lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency
of such proceeding.

 4.             The
Seller has received all consents and approvals to the sale of the Transaction SUBI Certificate hereunder to the Buyer required by the
terms of the Transaction SUBI Certificate to the extent that it constitutes an instrument or a payment intangible.

 5.             The
Seller has received all consents and approvals required by the terms of the Transaction SUBI Certificate, to the extent that it constitutes
a securities entitlement, certificated security or uncertificated security, to the transfer to the Buyer of its interest and rights in
the Transaction SUBI Certificate hereunder.

 Perfection

 6.             The
Seller has caused or will have caused, within ten (10) days after the effective date of the SUBI Sale Agreement, the filing of all
appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect
the sale of the Transaction SUBI Certificate from the Seller to the Buyer and the security interest in the Transaction SUBI Certificate
granted to the Buyer hereunder.

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 7.             To
the extent that the Transaction SUBI Certificate constitutes an instrument or chattel paper evidenced by a tangible copy, all original
executed copies of each such instrument or chattel paper evidenced by a tangible copy have been delivered to the Buyer.

 8.             Other
than the transfer of the Transaction SUBI Certificate from the Seller to the Buyer under the SUBI Sale Agreement and from the Buyer to
the Issuer under the SUBI Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the
Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Transaction SUBI Certificate. The Seller
has not authorized the filing of, nor is aware of, any financing statements against the Seller that include a description of collateral
covering the Transaction SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the
Transaction Documents or that has been terminated.

 9.             No
instrument or chattel paper evidenced by a tangible copy that constitutes or evidences the Transaction SUBI Certificate has any marks
or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

 Survival of Perfection Representations

 10.             Notwithstanding
any other provision of the SUBI Sale Agreement or any other Transaction Document, the perfection representations, warranties and covenants
contained in this Schedule II shall be continuing, and remain in full force and effect until such time as all obligations under
the Transaction Documents and the Notes have been finally and fully paid and performed.

 II- 2 SUBI Sale Agreement
 PILOT 2026-1

 SCHEDULE III

 NOTICE ADDRESSES

 If to the Issuer:

 Porsche Innovative Lease Owner Trust 2026-1

c/o Wilmington Trust, National Association

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-0001

Attention: Corporate Trust Administration – Porsche Innovative Lease Owner Trust 2026-1

 with copies to the Administrator and the Indenture Trustee

 If to the Indenture Trustee:

 U.S. Bank Trust Company, National Association

190 S. LaSalle Street, 7th Floor

Chicago, Illinois 60603

Attention: Corporate Trust Services – Porsche Innovative Lease Owner Trust 2026-1

 If to the Owner Trustee:

 Wilmington Trust, National Association

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-0001

Attention: Corporate Trust Administration – Porsche Innovative Lease Owner Trust 2026-1

Email: cwright1@wilmingtontrust.com

 If to the Origination Trustee:

 Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration – Porsche Leasing, Ltd.

Email: cwright1@wilmingtontrust.com

 III- 1 SUBI Sale Agreement
 PILOT 2026-1

 If to PFLP:

 Porsche Funding Limited Partnership

One Porsche Drive

Atlanta, Georgia 30354

Attention: Treasurer

 With a copy to:

 Porsche Auto Funding LLC

One Porsche Drive

Atlanta, Georgia 30354

Attention: General Counsel

 If to the Depositor or the Transferor:

 Porsche Auto Funding LLC

One Porsche Drive

Atlanta, Georgia 30354

Attention: Treasurer

 With a copy to:

 Porsche Auto Funding LLC

One Porsche Drive

Atlanta, Georgia 30354

Attention: General Counsel

 If to PFS, the Servicer or the Administrator:

 Porsche Financial Services, Inc.

One Porsche Drive

Atlanta, Georgia 30354

Attention: Treasurer

 With a copy to:

 Porsche Auto Funding LLC

One Porsche Drive

Atlanta, Georgia 30354

Attention: General Counsel

 III- 2 SUBI Sale Agreement
 PILOT 2026-1

 If to the Asset Representations Reviewer:

 Clayton Fixed Income Services LLC

720 S. Colorado Blvd., Suite 200

Glendale, Colorado 80246

Attention: Legal Department

Email: ARRNotices@clayton.com

 with a copy to:

 Email: legal@covius.com

 If to S&P:

 S&P Global Ratings

55 Water Street

New York, New York 10041

Attention: Asset Backed Surveillance Group

 If to Fitch:

 Fitch Ratings, Inc.

300 West 57th Street

New York, New York 10019

 III- 3 SUBI Sale Agreement
 PILOT 2026-1

 APPENDIX A

 DEFINITIONS

 The following terms have the
meanings set forth, or referred to, below:

 “ 60-Day Delinquent
Leases ” means, as of any date of determination, all Leases (other than reallocated leases and Defaulted Units) that are sixty
(60) or more days delinquent as of such date (or, if such date is not the last day of a Collection Period, as of the last day of the Collection
Period immediately preceding such date), as determined in accordance with the Servicer’s Customary Servicing Practices.

 “ Accrued
Note Interest ” means, with respect to any Payment Date, the sum of the Noteholders’ Monthly Accrued Interest for such
Payment Date and the Noteholders’ Interest Carryover Shortfall for such Payment Date.

 “ Act ” has
the meaning set forth in Section 11.3(a) of the Indenture.

 “ Administration Agreement ”
means the Administration Agreement, dated as of the Closing Date, among the Administrator, the Issuer and the Indenture Trustee, as the
same may be amended, restated, modified or supplemented from time to time.

 “ Administrator ”
means PFS, or any successor Administrator under the Administration Agreement.

 “ Advance ”
has the meaning set forth in Section 8.5 of the Transaction SUBI Servicing Supplement.

 “ Affiliate ”
means, for any specified Person, any other Person which, directly or indirectly, controls, is controlled by or is under common control
with such specified Person and “affiliated” has a meaning correlative to the foregoing. For purposes of this definition, “control”
means the power, directly or indirectly, to cause the direction of the management and policies of a Person.

 “ ALG at Inception ”
means, with respect to any Lease, a residual value estimate for a typical lease contract term, as defined in the Customary Servicing Practices,
produced by Automotive Lease Guide either at the time the related Lease was originated or the first available residual value estimate
produced by Automotive Lease Guide after the related lease was originated, giving only partial credit or no credit to those options
that add little or no value to the resale price of the related vehicle.

 “ ALG Mark to Market
Residual ” means, for any Vehicle, the residual value estimate for the relevant model and year of such Vehicle, the contractual
mileage and the expiration date of the related Lease, giving only partial credit or no credit to those options that add little or no value
to the resale price of the Vehicle, as published in the Automotive Lease Guide as of May 2026.

 “ Allocation Price ”
means, with respect to any Unit, an amount equal to 100% of the Securitization Value thereof as of the close of business on the Cut-Off
Date.

 1 Definitions (PILOT 2026-1)

 “ Anti-Money Laundering
Laws ” has the meaning set forth in Section 11.16(a) of the Trust Agreement.

 “ Applicable KYC Laws ”
has the meaning set forth in Section 11.16(b) of the Trust Agreement.

 “ Applicable
Tax State ” means, as of any date, each State as to which any of the following is then applicable: (a) the State
in which the Issuer is located and (b) the State of Georgia.

 “ Asset Representations
Review Agreement ” means the Asset Representations Review Agreement, dated as of the Closing Date, among the Issuer, PFS, as
sponsor and servicer, and the Asset Representations Reviewer.

 “ Asset Representations
Reviewer ” means Clayton Fixed Income Services LLC, a Delaware limited liability company, or any successor Asset Representations
Reviewer under the Asset Representations Review Agreement.

 “ Asset Review ”
has the meaning assigned to such term in the Asset Representations Review Agreement.

 “ Authenticating Agent ”
means any Person authorized by the Indenture Trustee to act on behalf of the Indenture Trustee to authenticate and deliver the Notes.

 “ Authorized Newspaper ”
means a newspaper of general circulation in the City of New York, printed in the English language and customarily published on each Business
Day, whether or not published on Saturdays, Sundays and holidays.

 “ Authorized Officer ”
means (a) with respect to the Issuer, (i) any officer of the Owner Trustee who is authorized to act for the Owner Trustee in
matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture
Trustee on the Closing Date or (ii) so long as the Administration Agreement is in effect, any officer of the Administrator who is
authorized to act for the Administrator in matters relating to the Issuer pursuant to the Administration Agreement and who is identified
on the list of Authorized Officers delivered by the Administrator to the Owner Trustee and the Indenture Trustee on the Closing Date (as
such list may be modified or supplemented from time to time thereafter) and (b) with respect to the Owner Trustee, the Indenture
Trustee, the Securities Intermediary and the Servicer, any officer of the Owner Trustee, the Indenture Trustee, the Securities Intermediary
or the Servicer, as applicable, who is authorized to act for the Owner Trustee, the Indenture Trustee, the Securities Intermediary or
the Servicer, as applicable, in matters relating to the Owner Trustee, the Indenture Trustee, the Securities Intermediary or the Servicer
and who is identified on the list of Authorized Officers delivered by each of the Owner Trustee, the Indenture Trustee, the Securities
Intermediary and the Servicer to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to
time thereafter).

 “ Available Funds ”
means, for any Payment Date and the related Collection Period, if any, an amount equal to the sum of the following amounts: (i) all
Collections identified by the Servicer during such Collection Period (other than the Payaheads not yet due as of the end of such Collection
Period), (ii) any amounts paid with respect to such Payment Date by PFS to the Issuer in accordance with Sections 8.12 and
 8.14 of the Transaction SUBI Servicing Supplement, (iii) any amounts paid with respect to such Payment Date by PFLP to the
Issuer in accordance with Section 3.3 of the SUBI Sale Agreement, (iv) all amounts on deposit in the Collection Account
in connection with the redemption of the Notes on the Redemption Date, (v) any Advances made by the Servicer in connection with such
Payment Date and (vi) all Investment Earnings (if any) on amounts on deposit in the Collection Account and the Reserve Account for
the related Collection Period.

 2 Definitions (PILOT 2026-1)

 “ Bankruptcy Code ”
means the United States Bankruptcy Code, 11 U.S.C. 101 et seq., as amended.

 “ Bankruptcy Event ”
means, with respect to any Person, (i) the filing of a decree or order for relief by a court having jurisdiction in the premises
in respect of such Person in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now
or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person,
or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect
for a period of more than ninety (90) consecutive days or (ii) the commencement by such Person of a voluntary case under any applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of
an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment or taking possession by
a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person, or the making by such Person of
any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due,
or the taking of action by such Person in furtherance of any of the foregoing.

 “ Bankruptcy Remote
Party ” means any of the Transferor, the Issuer, the Origination Trust or any Special Purpose Entity (and the general partner
of any Special Purpose Entity that is a partnership, or the managing member of any Special Purpose Entity that is a limited liability
company) that holds a beneficial interest in the Origination Trust.

 “ Base Residual Value ”
means, for each Vehicle related to an Included Unit, the lowest of (a) the ALG at Inception of the related Vehicle, (b) the
ALG Mark to Market Residual of the related Vehicle and (c) the Contractual Residual Value of the related Vehicle.

 “ Benchmark ”
means, initially, the SOFR Rate; provided that if the Administrator determines prior to the relevant Reference Time that a Benchmark Transition
Event and its related Benchmark Replacement Date have occurred with respect to the SOFR Rate or the then-current Benchmark, then “Benchmark”
means the applicable Benchmark Replacement.

 “ Benchmark Replacement ”
means the first alternative set forth in the order below that can be determined by the Administrator as of the Benchmark Replacement Date:

 (1)             the
sum of (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement
for the then-current Benchmark and (b) the Benchmark Replacement Adjustment;

 3 Definitions (PILOT 2026-1)

 (2)             the
sum of (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or

 (3)             the
sum of (a) the alternate rate of interest that has been selected by the Administrator as the replacement for the then-current Benchmark
giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated
floating rate securities at such time and (b) the Benchmark Replacement Adjustment.

 “ Benchmark Replacement
Adjustment ” means the first alternative set forth in the order below that can be determined by the Administrator as of the Benchmark
Replacement Date:

 (1)             the
spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment,
that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

 (2)             if
the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or

 (3)             the
spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrator giving due consideration
to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the
then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate securities at such
time.

 “ Benchmark Replacement
Conforming Changes ” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including
changes to the Interest Period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors,
and other administrative matters) that the Administrator decides may be appropriate to reflect the adoption of such Benchmark Replacement
in a manner substantially consistent with market practice (or, if the Administrator decides that adoption of any portion of such market
practice is not administratively feasible or if the Administrator determines that no market practice for use of the Benchmark Replacement
exists, in such other manner as the Administrator determines is reasonably necessary).

 “ Benchmark Replacement
Date ” means the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published
component used in the calculation thereof):

 (1)             in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date
of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark
permanently or indefinitely ceases to provide the Benchmark (or such component); or

 (2)             in
the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein.

 4 Definitions (PILOT 2026-1)

 For the avoidance of doubt,
if the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect
of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

 “ Benchmark Transition
Event ” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the
daily published component used in the calculation thereof):

 (1)             a
public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that
such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that,
at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such
component); or

 (2)             a
public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component),
the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator
for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component)
or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the
administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or
indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide
the Benchmark (or such component); or

 (3)             a
public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the
Benchmark is no longer representative.

 “ Benefit Plan ”
means (i) any “employee benefit plan” as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA,
(ii) a “plan” as defined in and subject to Section 4975 of the Code or (iii) any entity or account deemed to
hold the “plan assets” of any of the foregoing.

 “ Book-Entry Notes ”
means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as
described in the Indenture.

 “ Business Day ”
means any day other than a Saturday, a Sunday or a day on which banking institutions in the states of Delaware, Georgia or New York, or
in the state in which the Corporate Trust Office of the Indenture Trustee, the Securities Intermediary or the Owner Trustee is located,
are authorized or obligated by law, executive order or government decree to be closed.

 “ Calculation Agent ”
means, initially, U.S. Bank Trust Company, National Association and its successors in interest and any successor calculation agent.

 5 Definitions (PILOT 2026-1)

 “ Casualty ”
means, with respect to any Transaction Unit, that the Vehicle included in such Unit was shown in the Servicer’s records to have
(a) suffered damage or destruction resulting in an insurance settlement on the basis of an actual, constructive or compromised total
loss, (b) suffered destruction or damage beyond repair, (c) suffered damage that makes repairs uneconomic or (d) suffered
destruction, damage, theft, loss or disappearance that, in the case of each of clause (a) through (d), in accordance with Customary
Servicing Practices, results in a termination of the related Lease.

 “ Certificate ”
means a certificate evidencing the beneficial interest of the Certificateholder in the Issuer, substantially in the form of Exhibit A
to the Trust Agreement.

 “ Certificate Register ”
shall have the meaning set forth in Section 3.4 of the Trust Agreement.

 “ Certificateholder ”
means initially, Porsche Auto Funding LLC, and any other Holder of a Certificate, as reflected in the Certificate Register.

 “ Class ”
means a group of Notes whose form is identical except for variation in denomination, principal amount or owner, and references to “each
Class” thus mean each of the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes
and the Class A-4 Notes.

 “ Class A-1
Final Scheduled Payment Date ” means the Payment Date occurring in June 2027.

 “ Class A-1
Interest Rate ” means 3.839% per annum (computed on the basis of the actual number of days elapsed during the applicable
Interest Period, but assuming a 360-day year).

 “ Class A-1 Note
Balance ” means, at any time, the Initial Class A-1 Note Balance reduced by all payments of principal made prior to such
time on the Class A-1 Notes.

 “ Class A-1
Noteholder ” means the Person in whose name a Class A-1 Note is registered on the Note Register.

 “ Class A-1 Notes ”
means the Class of auto lease asset backed notes designated as Class A-1 Notes, issued in accordance with the Indenture.

 “ Class A-2 Notes ”
means, collectively, the Class A-2a Notes and the Class A-2b Notes.

 “ Class A-2a
Final Scheduled Payment Date ” means the Payment Date occurring in October 2028.

 “ Class A-2a
Interest Rate ” means 4.10% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

 “ Class A-2a
Note Balance ” means, at any time, the Initial Class A-2a Note Balance reduced by all payments of principal made prior to
such time on the Class A-2a Notes.

 6 Definitions (PILOT 2026-1)

 “ Class A-2a
Noteholder ” means the Person in whose name a Class A-2a Note is registered on the Note Register.

 “ Class A-2a
Notes ” means the Class of auto lease asset backed notes designated as Class A-2a Notes, issued in accordance with
the Indenture.

 “ Class A-2b
Final Scheduled Payment Date ” means the Payment Date occurring in October 2028.

 “ Class A-2b
Interest Rate ” means SOFR Rate + 0.35% per annum (computed on the basis of the actual number of days elapsed during the applicable
Interest Period, but assuming a 360-day year); provided, however, that, for any Interest Period for which the sum of SOFR Rate + 0.35%
is less than 0.00%, the Class A-2b Interest Rate shall be deemed to be 0.00%.

 “ Class A-2b
Note Balance ” means, at any time, the Initial Class A-2b Note Balance reduced by all payments of principal made prior to
such time on the Class A-2b Notes.

 “ Class A-2b
Noteholder ” means the Person in whose name a Class A-2b Note is registered on the Note Register.

 “ Class A-2b
Notes ” means the Class of auto lease asset backed notes designated as Class A-2b Notes, issued in accordance with
the Indenture.

 “ Class A-3 Final
Scheduled Payment Date ” means the Payment Date occurring in August 2029.

 “ Class A-3 Interest
Rate ” means 4.41% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

 “ Class A-3 Note
Balance ” means, at any time, the Initial Class A-3 Note Balance reduced by all payments of principal made prior to such
time on the Class A-3 Notes.

 “ Class A-3 Noteholder ”
means the Person in whose name a Class A-3 Note is registered on the Note Register.

 “ Class A-3 Notes ”
means the Class of auto lease asset backed notes designated as Class A-3 Notes, issued in accordance with the Indenture.

 “ Class A-4 Final
Scheduled Payment Date ” means the Payment Date occurring in October 2031.

 “ Class A-4 Interest
Rate ” means 4.46% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

 “ Class A-4 Note
Balance ” means, at any time, the Initial Class A-4 Note Balance reduced by all payments of principal made prior to such
time on the Class A-4 Notes.

 7 Definitions (PILOT 2026-1)

 “ Class A-4
Noteholder ” means the Person in whose name a Class A-4 Note is registered on the Note Register.

 “ Class A-4 Notes ”
means the Class of auto lease asset backed notes designated as Class A-4 Notes, issued in accordance with the Indenture.

 “ Clearing Agency ”
means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act and shall initially
be DTC.

 “ Clearing Agency
Participant ” means a broker, dealer, bank or other financial institution or other Person for which from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

 “ Closing Dat e”
means June 12, 2026.

 “ Code ”
means the Internal Revenue Code of 1986, as amended.

 “ Collateral ”
has the meaning set forth in the Granting Clause of the Indenture.

 “ Collection Account ”
means the account designated as such, established and maintained pursuant to Section 8.2 of the Indenture.

 “ Collection Period ”
means the period commencing on the first day of each calendar month and ending on the last day of such calendar month (or, in the case
of the initial Collection Period, the period commencing on the close of business on the Cut-Off Date and ending on June 30, 2026).
As used herein, the “related” Collection Period with respect to any date of determination or a Payment Date shall be deemed
to be the Collection Period which immediately precedes such date of determination or Payment Date.

 “ Collections ”
means, with respect to any Collection Period, an amount equal to the following, but only to the extent relating solely to the Transaction
SUBI Portfolio: (a) all scheduled lease payments on any Transaction Lease that are paid during such Collection Period, (b) Sales
Proceeds in respect of any Transaction Vehicle and (c) Excess Wear Charges (unless waived), Excess Mileage Charges (unless waived)
and any other payments, receipts, Recoveries, or any residual value insurance proceeds and other insurance proceeds paid by or on behalf
of any Lessee or otherwise with respect to any Transaction Unit; provided that the term “ Collections ” shall
not include (i) Supplemental Servicing Fees, (ii) payments allocable to sales, use or other taxes (which shall be collected
by the Servicer and remitted to the applicable Governmental Authority or used to reimburse the Servicer for payment of such amounts in
accordance with Customary Servicing Practices), (iii) payments allocable, if any, to premiums for insurance policies purchased by
the Servicer on behalf of any Lessee (which shall be collected by the Servicer and remitted to the applicable insurance company (or if
such amounts were paid by the Servicer, to the Servicer) in accordance with Customary Servicing Practices), (iv) payments allocable
to fines for parking violations incurred by any Lessee but assessed to the Origination Trust as the owner of the related Vehicle (which
shall be collected by the Servicer and remitted to the applicable Governmental Authority (or if such amounts were paid by the Servicer,
to the Servicer) in accordance with Customary Servicing Practices) and (v) rebates of premiums with respect to the cancellation of
any insurance policy or service contract.

 8 Definitions (PILOT 2026-1)

 “ Commission ”
means the U.S. Securities and Exchange Commission.

 “ Compounded SOFR ”
means, with respect to any U.S. Government Securities Business Day:

 (1)             the
applicable compounded average of SOFR for a tenor of 30 days as published on such U.S. Government Securities Business Day at the SOFR
Determination Time; or

 (2)             if
the rate specified in (1) above does not so appear, the applicable compounded average of SOFR for a tenor of 30 days as published
in respect of the first preceding U.S. Government Securities Business Day for which such rate appeared on the FRBNY’s Website.

 “ Contractual Residual
Value ” means, for any Unit, the contractual residual value of the related Vehicle established at the time of origination of
the related Lease or as subsequently revised in connection with an extension of a Lease in accordance with Customary Servicing Practices.

 “ Corporate Trust
Office ” means:

 (a)             as
used with respect to the Indenture Trustee, the office of the Indenture Trustee at which at any particular time the Transaction Documents
shall be administered which office at date of the execution of the Indenture is located at (1) solely for the purposes of transfer,
surrender, exchange or presentation for final payment, to U.S. Bank Trust Company, National Association, EP-MN-WS2N, 111 Fillmore Avenue
East, St. Paul, MN 55107, Attention: Bondholder Services/ Porsche Innovative Lease Owner Trust 2026-1 and (2) for all other purposes,
to U.S. Bank Trust Company, National Association, MK-IL-SL7C, 190 S. LaSalle Street, Chicago, IL 60603, Attention: Corporate Trust
Services – Porsche Innovative Lease Owner Trust 2026-1, or at such other address as the Indenture Trustee may designate from time
to time by notice to the Noteholders, the Administrator, the Servicer, the Owner Trustee and the Issuer, or the principal corporate trust
office of any successor Indenture Trustee (the address of which the successor Indenture Trustee will notify the Noteholders, the Administrator,
the Servicer and the Owner Trustee);

 (b)             as
used with respect to the Securities Intermediary, the office of the Securities Intermediary at which at any particular time the Transaction
Documents shall be administered which office at date of the execution of the Indenture is located at U.S. Bank National Association, MK-IL-SL7C,
190 S. LaSalle Street, Chicago, IL 60603, Attention: Corporate Trust Services – Porsche Innovative Lease Owner Trust 2026-1,
or at such other address as the Securities Intermediary may designate from time to time by notice to the Noteholders, the Administrator,
the Servicer, the Owner Trustee and the Issuer, or the principal corporate trust office of any successor Securities Intermediary (the
address of which the successor Securities Intermediary will notify the Indenture Trustee, the Administrator, the Servicer and the Owner
Trustee);

 (c)             as
used with respect to the Calculation Agent, the office of the Calculation Agent at which at any particular time the Transaction Documents
shall be administered, which office at date of the execution of the Indenture is located at U.S. Bank Trust Company, National Association,
MK-IL-SL7C, 190 S. LaSalle Street, Chicago, IL 60603, Attention: Corporate Trust Services – Porsche Innovative Lease Owner
Trust 2026-1, or at such other address as the Calculation Agent may designate from time to time by notice to the Noteholders, the Administrator,
the Servicer, the Owner Trustee and the Issuer, or the principal corporate trust office of any successor Calculation Agent, as applicable
(the address of which the successor Calculation Agent will notify the Indenture Trustee, the Administrator, the Servicer and the Owner
Trustee);

 9 Definitions (PILOT 2026-1)

 (d)             as
used with respect to the Owner Trustee, the principal office of the Owner Trustee at which at any particular time its corporate trust
business shall be administered which office at date of the execution of this Agreement is located at Wilmington Trust, National Association,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration – Porsche
Innovative Lease Owner Trust 2026-1, or at such other address as the Owner Trustee may designate by notice to the Certificateholder and
the Transferor, or the principal corporate trust office of any successor Owner Trustee (the address of which the successor Owner Trustee
will notify the Certificateholder and the Transferor).

 “ Credit Losses ”
means, for any Collection Period, an amount equal to the excess of (a) the sum of the Securitization Value for all Included Units
charged-off during that Collection Period over (b) the sum of Sales Proceeds and Recoveries and insurance proceeds identified by
the Servicer with respect to charged-off Units during that Collection Period.

 “ CTA ” means
the Corporate Transparency Act, expected to be codified at 31 U.S.C. § 5336 et seq., and its implementing regulations.

 “ Customary Servicing
Practices ” means the customary servicing practices of the Servicer or any Sub-Servicer with respect to all Vehicles and Leases
held by the Origination Trust, without regard to whether such Vehicles and Leases have been identified and allocated into a SUBI Portfolio,
as such practices may be changed from time to time, it being understood that the Servicer and such Sub-Servicers may not have the same
 “ Customary Servicing Practices ”.

 “ Cut-Off Date ”
means April 30, 2026.

 “ Dealer ”
means a motor vehicle dealership in the PFS dealer network.

 “ Default ”
means any occurrence that is, or with notice or lapse of time or both would become, an Event of Default.

 “ Defaulted Unit ”
means any Unit with a related Lease for which any of the following has occurred during a Collection Period: (a) any payment on such
Lease is past due 120 or more days, (b) the related Vehicle has been repossessed but has not been charged off or (c) such related
Lease has been charged off in accordance with Customary Servicing Practices.

 “ Definitive Note ”
means a definitive fully registered Note issued pursuant to Section 2.12 of the Indenture.

 “ Delinquency Percentage ”
means, for any Payment Date and the related Collection Period, the ratio (expressed as a percentage) of (i) the aggregate Securitization
Value of all Included Units where the related Leases are 60-Day Delinquent Leases as of the last day of that Collection Period to (ii) the
aggregate Securitization Value of all Included Units as of the last day of that Collection Period.

 10 Definitions (PILOT 2026-1)

 “ Delinquency Trigger ”
means, for any Payment Date and the related Collection Period, 4.50%.

 “ Delinquent Unit ”
means any Transaction Unit (other than a Defaulted Unit) with a related Transaction Lease on which any payment is past due for more than
30 days.

 “ Delivery ”
when used with respect to Trust Account Property means:

 (a)             with
respect to (I) bankers’ acceptances, commercial paper, and negotiable certificates of deposit and other obligations that constitute
 “instruments” as defined in Section 9-102(a)(47) of the UCC and are susceptible of physical delivery, transfer of actual
possession thereof to the Indenture Trustee or its nominee or custodian by physical delivery to the Indenture Trustee or its nominee or
custodian endorsed to the Indenture Trustee or its nominee or custodian or endorsed in blank, and (II) with respect to a “certificated
security” (as defined in Section 8-102(a)(4) of the UCC) transfer of actual possession thereof (i) by physical delivery
of such certificated security to the Indenture Trustee or its nominee or custodian endorsed to, or registered in the name of, the Indenture
Trustee or its nominee or custodian or endorsed in blank, or to another person, other than a “securities intermediary” (as
defined in Section 8-102(a)(14) of the UCC), who acquires possession of the certificated security on behalf of the Indenture Trustee
or its nominee or custodian or, having previously acquired possession of the certificate, acknowledges that it holds for the Indenture
Trustee or its nominee or custodian or (ii) if such certificated security is in registered form, by delivery thereof to a “securities
intermediary”, endorsed to or registered in the name of the Indenture Trustee or its nominee or custodian, and the making by such
 “securities intermediary” of entries on its books and records identifying such certificated securities as belonging to the
Indenture Trustee or its nominee or custodian and the sending by such “securities intermediary” of a confirmation of the purchase
of such certificated security by the Indenture Trustee or its nominee or custodian (all of the foregoing, “ Physical Property ”),
and, in any event, any such Physical Property in registered form shall be in the name of the Indenture Trustee or its nominee or custodian;
and such additional or alternative procedures as may hereafter become appropriate to effect the complete transfer of ownership of any
such Trust Account Property to the Indenture Trustee or its nominee or custodian, consistent with changes in applicable law or regulations
or the interpretation thereof;

 (b)             with
respect to any securities issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association
or the other government agencies, instrumentalities and establishments of the United States identified in Appendix A to Federal Reserve
Bank Operating Circular No. 7 as in effect from time to time that is a “book-entry security” (as such term is defined
in Federal Reserve Bank Operating Circular No. 7) held in a securities account and eligible for transfer through the Fedwire®
Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations, the following procedures, all in
accordance with applicable law, including applicable Federal regulations and Articles 8 and 9 of the UCC: book-entry registration of such
Trust Account Property to an appropriate securities account maintained with a Federal Reserve Bank by a “participant” (as
such term is defined in Federal Reserve Bank Operating Circular No. 7) that is a “depository institution” (as defined
in Section 19(b)(1)(A) of the Federal Reserve Act) pursuant to applicable Federal regulations, and issuance by such depository
institution of a deposit notice or other written confirmation of such book-entry registration to the Indenture Trustee or its nominee
or custodian of the purchase by the Indenture Trustee or its nominee or custodian of such book-entry securities; the making by such depository
institution of entries in its books and records identifying such book entry security held through the Federal Reserve System pursuant
to Federal book-entry regulations or a security entitlement thereto as belonging to the Indenture Trustee or its nominee or custodian
and indicating that such depository institution holds such Trust Account Property solely as agent for the Indenture Trustee or its nominee
or custodian; and such additional or alternative procedures as may hereafter become appropriate to effect complete transfer of ownership
of any such Trust Account Property to the Indenture Trustee or its nominee or custodian, consistent with changes in applicable law or
regulations or the interpretation thereof; and

 11 Definitions (PILOT 2026-1)

 (c)             with
respect to any item of Trust Account Property that is an “uncertificated security” (as defined in Section 8-102(a)(18)
of the UCC) and that is not governed by clause (b) above, (i) registration on the books and records of the issuer thereof in
the name of the Indenture Trustee or its nominee or custodian, or (ii) registration on the books and records of the issuer thereof
in the name of another person, other than a securities intermediary, who acknowledges that it holds such uncertificated security for the
benefit of the Indenture Trustee or its nominee or custodian.

 “ Depositor ”
means Porsche Auto Funding LLC, a Delaware limited liability company, in its capacity as Depositor under the Trust Agreement.

 “ Determination
Date ” means the second Business Day preceding the related Payment Date, beginning in July 2026.

 “ Dollar ”
and “ $ ” mean lawful currency of the United States of America.

 “ DTC ” means
The Depository Trust Company, and its successors.

 “ E-Sign Act ”
means the Electronic Signatures in Global and National Commerce Act.

 “ Eligible Account ”
means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust
department of a depository institution (which may by be the Owner Trustee, the Indenture Trustee or any of their respective Affiliates)
organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic
branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, or is an affiliate
of such trustee, so long as the long-term deposit rating or issuer rating of such depository institution shall have a credit rating from
S&P of at least “BBB” and a long-term unsecured debt rating from Fitch of at least “A”.

 “ Eligible Institution ”
means a depository institution or trust company (which may be the Owner Trustee, the Indenture Trustee or any of their respective Affiliates)
organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic
branch of a foreign bank) which at all times (a) satisfies one of the following conditions (i) has (A) either a long-term
deposit rating of at least “A” by Fitch or a short-term unsecured debt rating or issuer rating of at least “F1”
by Fitch and (B) either a short-term issuer rating of at least “A-1” by S&P or a long-term deposit rating or issuer
rating of “A” by S&P or (ii) is an institution that otherwise satisfies the Rating Agency Condition and (b) whose
deposits are insured by the Federal Deposit Insurance Corporation up to the legal limits of such insurance.

 12 Definitions (PILOT 2026-1)

 “ Eligible Unit ”
means, at the Cut-Off Date, a Unit:

 (a)             the
Lessee of which was (i) a resident of, or organized under the laws of and with its chief executive office in, the USA, (ii) not
PFS or an Affiliate of PFS, (iii) not shown on the Servicer’s electronic records as a government or a governmental subdivision
or agency, (iv) not shown on the Servicer’s records as a debtor in a pending bankruptcy proceeding and (v) not the Lessee
of any Defaulted Unit;

 (b)             for
which the related Lease required substantially equal monthly payments and provided for level payments that fully amortize the adjusted
capitalized cost of such Lease to the related Contractual Residual Value over the term of such Lease, unless the Lease is a single payment
Lease;

 (c)             for
which the related Lease was payable solely in Dollars;

 (d)             for
which the related Lease had an original lease term of not less than 12 months and not more than 60 months;

 (e)             for
which the related Lease had a remaining lease term of not less than 6 months and not more than 59 months;

 (f)             which
had a Securitization Value no greater than $600,000.00;

 (g)            which
is not a Delinquent Unit or a Defaulted Unit;

 (h)            for
which the related Lease represented the valid, legal, and binding payment obligation of the related Lessee, enforceable in all material
respects against that Lessee in accordance with its terms and not, according to the Servicer’s records, subject to any right to
offset, counterclaim, defense or other lien, security interest, mortgage, pledge or encumbrance in, of or on that lease in favor of any
other person, except for Permitted Liens under the Transaction Documents;

 (i)             for
which the related Lease required the related Lessee to insure the related Vehicle under a physical damage insurance policy;

 (j)             for
which the related Lease arose under a contract that did not require the Lessee under such contract to consent to the transfer, sale or
assignment of the rights of the Origination Trust under such contract;

 (k)             the
contract for which did not, in whole or in part, materially contravene any law, rule or regulation applicable thereto (including,
without limitation, those relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair
debt collection practices and privacy);

 13 Definitions (PILOT 2026-1)

 (l)             which
was generated in the ordinary course of the Origination Trust’s business;

 (m)           for
which the related Lease is an “account” or “chattel paper” within the meaning of Section 9-102 of the UCC
as in effect in the state of origination;

 (n)             which,
(i) if such Unit constitutes chattel paper evidenced by a tangible copy, for which there is only one original of the related Lease,
and (ii) if such Unit constitutes chattel paper evidenced by an electronic copy, for which there is only a single “authoritative
copy” (as such term is used in Section 9-105 of the UCC) of each electronic “record” constituting or forming a
part of such Lease, and, in each case, which is held by the Servicer (or its custodian or vaulting agent) on behalf of the Origination
Trust, and the Servicer has “control” of such chattel paper evidenced by an electronic copy within the meaning of Section 9-105
of the applicable UCC;

 (o)            which
was not shown in the Servicer’s records as having any credit-related recourse to the related Dealer;

 (p)            for
which the related Lease was in full force and effect, and had not been satisfied, subordinated or rescinded; and

 (q)            for
which the related Vehicle is a Porsche brand Vehicle.

 “ End of Term Lease
Loyalty Program ” has the meaning set forth in Section 8.14 of the Transaction SUBI Servicing Supplement.

 “ End User ”
means, with respect to each Lease, the lessee thereunder.

 “ ERISA ”
means the Employee Retirement Income Security Act of 1974, as amended.

 “ Event of Default ”
has the meaning set forth in Section 5.1 of the Indenture.

 “ Event of Loss ”
means, with respect to any Transaction Unit, a Casualty with respect to the Vehicle included in such Unit.

 “ Excess Mileage Charges ”
means, with respect to any Unit, the amount of charges for excess mileage on the related Vehicle identified by the Servicer at the expiration
of the Lease.

 “ Excess Wear Charges ”
means, with respect to any Unit, the amount of charges for wear to the related Vehicle identified by the Servicer at the expiration of
the Lease.

 “ Exchange Act ”
means the Securities Exchange Act of 1934, as amended.

 “ Exchange Act Reports ”
means any reports on Form 10-D, Form 8-K and Form 10-K filed or to be filed by the Transferor with respect to the Issuer
under the Exchange Act.

 “ FATCA ”
means Sections 1471 through 1474 of the Code, any regulations or official interpretations thereunder or official interpretations thereof
and any current or future agreements entered into pursuant to Section 1471(b)(1) of the Code, any published intergovernmental
agreement entered into in connection with the implementation of such sections of the Code, and any applicable fiscal or regulatory legislation,
rules or official practices adopted pursuant to such published intergovernmental agreement.

 14 Definitions (PILOT 2026-1)

 “ FATCA Withholding ”
means any withholding or deduction required pursuant to FATCA.

 “ Final Scheduled
Payment Date ” means, with respect to (i) the Class A-1 Notes, the Class A-1 Final Scheduled Payment Date, (ii) the
Class A-2a Notes, the Class A-2a Final Scheduled Payment Date, (iii) the Class A-2b Notes, the Class A-2b Final
Scheduled Payment Date, (iv) the Class A-3 Notes, the Class A-3 Final Scheduled Payment Date, and (v) the Class A-4
Notes, the Class A-4 Final Scheduled Payment Date.

 “ Financing ”
means, collectively, (i) any financing transaction of any sort undertaken by PFS or any Affiliate of PFS involving, directly or indirectly,
Origination Trust Assets (including, without limitation, any financing undertaken in connection with the issuance and assignment of any
SUBI and related SUBI Certificate), (ii) any sale or purchase by the Transferor or any other Special Purpose Entity of any interest
in one or more SUBIs and (iii) any other asset securitization, synthetic lease, sale-leaseback, secured loan or similar transaction
involving Origination Trust Assets or any beneficial interest therein or in the Origination Trust.

 “ Fitch ”
means Fitch Ratings, Inc., or any successor that is a nationally recognized statistical rating organization.

 “ Form 10-D Disclosure
Item ” means with respect to any Person, (a) any legal proceedings pending against such Person or of which any property
of such Person is then subject, or (b) any proceedings known to be contemplated by governmental authorities against such Person or
of which any property of such Person would be subject, in each case that would be material to the Noteholders.

 “ FRBNY ”
means the Federal Reserve Bank of New York.

 “ FRBNY’s Website ”
means the website of the FRBNY, currently at https://www.newyorkfed.org/markets/reference-rates/sofr-averages-and-index or at such other
page as may replace such page on the FRBNY’s website.

 “ Global Notes ”
has the meaning set forth in Section 2.10 of the Indenture.

 “ Governmental Authority ”
means any (a) Federal, state, municipal, foreign or other governmental entity, board, bureau, agency or instrumentality, (b) administrative
or regulatory authority (including any central bank or similar authority) or (c) court or judicial authority.

 “ Grant ”
means to mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, grant a lien upon and
a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the Collateral
or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the Granting party
thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments
in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers
or other agreements, to exercise all rights and options, to bring proceedings in the name of the Granting party or otherwise and generally
to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto. Other forms
of the verb “to Grant” shall have correlative meanings.

 15 Definitions (PILOT 2026-1)

 “ Hague Securities
Convention ” means the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities held with an Intermediary
(concluded July 5, 2006).

 “ Holder ”
means, as the context may require, a Certificateholder or a Noteholder or both.

 “ Included Units ”
means, for any Collection Period, all Transaction Units as of the beginning of such Collection Period (or, in the case of the initial
Collection Period, the Closing Date), other than Units the beneficial interest in which were reallocated by PFLP during such Collection
Period pursuant to Section 3.3 of the SUBI Sale Agreement or by PFS during such Collection Period pursuant to Section 8.12
of the Transaction SUBI Servicing Supplement.

 “ Indenture ”
means the Indenture, dated as of the Closing Date, between the Issuer and the Indenture Trustee, as the same may be amended, restated,
modified or supplemented from time to time.

 “ Indenture Trustee ”
means U.S. Bank Trust Company, National Association, a national banking association, not in its individual capacity but as indenture trustee
under the Indenture, or any successor trustee under the Indenture.

 “ Independent ”
means, when used with respect to any specified Person, that such Person (i) is in fact independent of the Issuer, any other obligor
upon the Notes, the Administrator and any Affiliate of any of the foregoing Persons, (ii) does not have any direct financial interest
or any material indirect financial interest in the Issuer, any such other obligor, the Administrator or any Affiliate of any of the foregoing
Persons and (iii) is not connected with the Issuer, any such other obligor, the Administrator or any Affiliate of any of the foregoing
Persons as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

 “ Independent Certificate ”
means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 11.1 of the Indenture, made by an independent appraiser or other expert appointed
by an Issuer Order, and such opinion or certificate shall state that the signer has read the definition of “Independent” in
this Appendix A and that the signer is Independent within the meaning thereof.

 “ Initial Beneficiary ”
means PFLP, as initial beneficiary under the Origination Trust Agreement and its permitted successors and assigns.

 “ Initial
Class A-1 Note Balance ” means $ 144,000,000.

 “ Initial
Class A-2a Note Balance ” means $ 278,500,000.

 “ Initial
Class A-2b Note Balance ” means $ 75,000,000.

 16 Definitions (PILOT 2026-1)

 “ Initial
Class A-3 Note Balance ” means $ 353,500,000.

 “ Initial
Class A-4 Note Balance ” means $ 60,000,000.

 “ Initial Note Balance ”
means, for any Class, the Initial Class A-1 Note Balance, the Initial Class A-2a Note Balance, the Initial Class A-2b Note
Balance, the Initial Class A-3 Note Balance, and the Initial Class A-4 Note Balance, as applicable, or with respect to the Notes
generally, the sum of the foregoing.

 “ Initial
Reserve Account Deposit Amount ” means an amount equal to $2,617,817.51.

 “ Initial Securitization
Value ” means an amount equal to $1,047,127,002.03.

 “ Instituting Noteholders ”
has the meaning set forth in Section 7.5(a) of the Indenture.

 “ Insurance Policy ”
means (i) any theft and physical damage insurance policy maintained by a Lessee, providing coverage against loss or damage to or
theft of the related Leased Vehicle, in which the Servicer or the Origination Trust is named as loss payee with respect to one or more
Transaction Units and (ii) any credit life or credit disability insurance payable in connection with any Transaction Unit.

 “ Interest Period ”
means, with respect to any specified Payment Date, (a) with respect to the Class A-1 Notes and the Class A-2b Notes, the
period from and including the Closing Date (in the case of the first Payment Date) or from and including the most recent Payment Date
to but excluding that specified Payment Date (for example, for a Payment Date in June, the Interest Period is from and including the Payment
Date in May to but excluding the Payment Date in June) and (b) for the Class A-2a Notes, the Class A-3 Notes and the
Class A-4 Notes, the period from and including the 20 th day of the calendar month preceding each Payment Date (or the
Closing Date in the case of the first Payment Date) to but excluding the 20 th day of the month in which that Payment Date occurs.

 “ Interest Rate ”
means (a) with respect to the Class A-1 Notes, the Class A-1 Interest Rate, (b) with respect to the Class A-2a
Notes, the Class A-2a Interest Rate, (c) with respect to the Class A-2b Notes, the Class A-2b Interest Rate, (d) with
respect to the Class A-3 Notes, the Class A-3 Interest Rate, and (e) with respect to the Class A-4 Notes, the Class A-4
Interest Rate.

 “ Investment Earnings ”
means any investment earnings (net of investment losses and expenses) from the investment of amounts on deposit in the Collection Account,
the Principal Distribution Account and the Reserve Account.

 “ Investor ”
means (a) with respect to any Global Note, each related Note Owner and (b) with respect to any Definitive Note, each related
Noteholder.

 “ ISDA Definitions ”
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto,
as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time
to time.

 17 Definitions (PILOT 2026-1)

 “ ISDA Fallback Adjustment ”
means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing
the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.

 “ ISDA Fallback Rate ”
shall mean the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence
of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

 “ Issuer ”
means Porsche Innovative Lease Owner Trust 2026-1, a Delaware statutory trust established pursuant to the Trust Agreement and the filing
of the Certificate of Trust, until a successor replaces it and, thereafter, means such successor.

 “ Issuer Order ”
and “ Issuer Request ” means a written order or request of the Issuer signed in the name of the Issuer by any one of
its Authorized Officers and delivered to the Indenture Trustee.

 “ Item 1119 Party ”
means the Transferor, PFLP, the Servicer, the Indenture Trustee, the Owner Trustee, the Asset Representations Reviewer, any underwriter
of the Notes and any other material transaction party identified by the Transferor or PFLP to the Indenture Trustee and the Owner Trustee
in writing.

 “ Lease ”
means a lease of a Vehicle.

 “ Lessee ”
means, with respect to each Lease, the lessee thereunder.

 “ Lien ”
means, for any asset or property of a Person, a lien, charge, excise, claim, security interest, mortgage, pledge or other encumbrance
in, of or on such asset or property in favor of any other Person, except any Permitted Lien.

 “ Monthly Payment
Advance ” has the meaning set forth in Section 8.5 of the Transaction SUBI Servicing Supplement.

 “ Monthly Remittance
Condition ” has the meaning set forth in Section 8.3 of the Transaction SUBI Servicing Supplement.

 “ MSRP ”
means, with respect to any Vehicle, the Manufacturer’s Suggested Retail Price for such Vehicle.

 “ Note ”
means a Class A-1 Note, Class A-2a Note, Class A-2b Note, Class A-3 Note, or Class A-4 Note, in each case substantially
in the form of Exhibit A to the Indenture.

 “ Note
Balance ” means, with respect to any date of determination, for any Class, the Class A-1 Note Balance, the Class A-2a
Note Balance, the Class A-2b Note Balance, the Class A-3 Note Balance, or the Class A-4 Note Balance, as applicable, or
with respect to the Notes generally, the sum of all of the foregoing.

 18 Definitions (PILOT 2026-1)

 “ Note Depository
Agreement ” means the letter of representations, dated as of the Closing Date, executed by the Issuer in favor of DTC, as the
initial Clearing Agency relating to the Notes, as the same may be amended or supplemented from time to time.

 “ Note
Factor ” means, with respect to the Notes or any Class of Notes on any Payment Date, a six-digit decimal figure equal
to the Note Balance of the Notes or such Class of Notes, as applicable, as of the end of the preceding Collection Period divided
by the Note Balance of the Notes or such Class of Notes, as applicable, as of the Closing Date. The Note Factor will be 1.000000
as of the Closing Date; thereafter, the Note Factor will decline to reflect reductions in the Note Balance of the Notes or such Class of
Notes, as applicable.

 “ Note Owner ”
means, with respect to a Global Note, the Person who is the beneficial owner of such Global Note, as reflected on the books of the Clearing
Agency or a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant,
in each case in accordance with the rules of such Clearing Agency).

 “ Note Register ”
and “ Note Registrar ” have the respective meanings set forth in Section 2.4 of the Indenture.

 “ Noteholder ”
means, as the context requires, all of the Class A-1 Noteholders, the Class A-2a Noteholders, the Class A-2b Noteholders,
the Class A-3 Noteholders, and the Class A-4 Noteholders, or any of the foregoing.

 “ Noteholder Direction ”
has the meaning set forth in Section 7.5(a) of the Indenture.

 “ Noteholders’
Interest Carryover Shortfall ” means, with respect to any Payment Date, the excess, if any, of the Noteholders’ Monthly
Accrued Interest for the preceding Payment Date and any outstanding Noteholders’ Interest Carryover Shortfall on such preceding
Payment Date, over the amount in respect of interest that was actually paid to Noteholders on such preceding Payment Date, plus interest
on the amount of Noteholders’ Monthly Accrued Interest and any outstanding Noteholders’ Interest Carryover Shortfall due but
not paid to Noteholders on the preceding Payment Date, to the extent permitted by law, at the respective Interest Rates borne by such
Notes for the related Interest Period.

 “ Noteholders’
Monthly Accrued Interest ” means, with respect to any Payment Date, the aggregate amount of interest accrued for the related
Interest Period on the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, and the Class A-4
Notes at their respective Interest Rate for such Class on the Note Balance of the Notes of each such Class as of the immediately
preceding Payment Date (or the Closing Date, in the case of the first Interest Period), after giving effect to all payments of principal
to the Noteholders of the Notes of such Class on or prior to such preceding Payment Date.

 “ Officer’s
Certificate ” means (i) with respect to the Issuer, a certificate signed by any Authorized Officer of the Administrator
on behalf of the Issuer and (ii) with respect to the Transferor, the Administrator or the Servicer, a certificate signed by the chairman
of the board, the president, any executive vice president, any vice president, the treasurer, any assistant treasurer or the controller
of the Transferor, the Administrator or the Servicer, as applicable.

 19 Definitions (PILOT 2026-1)

 “ Opinion of Counsel ”
means one or more written opinions of counsel who may, except as otherwise expressly provided in the Indenture or any other applicable
Transaction Document, be employees of or counsel to the Issuer, the Servicer, the Transferor or the Administrator, and which opinion or
opinions comply with any applicable requirements of the Transaction Documents and are in form and substance reasonably satisfactory to
the recipient(s). Opinions of Counsel need address matters of law only and may be based upon stated assumptions as to relevant matters
of fact.

 “ Optional Purchase ”
has the meaning set forth in Section 3.18 of the SUBI Transfer Agreement.

 “ Optional Purchase
Price ” has the meaning set forth in Section 3.18 of the SUBI Transfer Agreement.

 “ Origination Servicing
Agreement ” means the Amended and Restated Servicing Agreement, dated as of November 14, 1997, between the Origination Trust
and PFS, as amended by the UTI Assignment and Origination Trust Document Amendment, dated as of July 31, 2000, as the same may be
amended, restated, modified or supplemented from time to time.

 “ Origination Trust ”
means Porsche Leasing Ltd., a Delaware statutory trust formed under the Statutory Trust Statute.

 “ Origination Trust
Agreement ” means the Amended and Restated Trust Agreement, dated as of November 14, 1997, among PFLP, as Settlor and UTI
Holder (as assignee of PFS (f/k/a Porsche Credit Corporation)), and the Origination Trustee, as Trustee, as amended by the UTI Assignment
and Origination Trust Document Amendment, dated as of July 31, 2000, as amended, supplemented and modified by the Transaction SUBI
Supplement and as the same may be amended, restated, modified or supplemented from time to time.

 “ Origination Trust
Assets ” means, at any time, all assets owned by the Origination Trust at such time.

 “ Origination Trust
Documents ” means the Origination Trust Agreement, the Transaction SUBI Supplement, the Origination Servicing Agreement, the
Transaction SUBI Servicing Supplement, the Transaction SUBI Certificate and all amendments or modifications thereto.

 “ Origination Trustee ”
means, Wilmington Trust Company, a Delaware corporation with trust powers, not in its individual capacity but solely as origination trustee
under the Origination Trust Agreement, and any successor Origination Trustee under the Origination Trust Agreement.

 “ Other SUBI ”
means any special unit of beneficial interest in the Origination Trust other than the Transaction SUBI.

 “ Other SUBI Assets ”
means the Origination Trust Assets allocated to any SUBI other than the Transaction SUBI.

 20 Definitions (PILOT 2026-1)

 “ Other SUBI Certificate ”
means a certificate of beneficial ownership representing beneficial ownership of the Origination Trust Assets allocated to any SUBI other
than the Transaction SUBI.

 “ Other SUBI Portfolio ”
means a portfolio of Origination Trust Assets allocated to a SUBI Portfolio other than the Transaction SUBI Portfolio.

 “ Outstandin g”
means, as of any date, all Notes (or all Notes of an applicable Class) theretofore authenticated and delivered under the Indenture except:

 (i)              Notes
(or Notes of an applicable Class) theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation;

 (ii)             Notes
(or Notes of an applicable Class) or portions thereof the payment for which money in the necessary amount has been theretofore deposited
with the Indenture Trustee or any Paying Agent in trust for the related Noteholders ( provided , however , that if such Notes
are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or provision therefor, satisfactory to the
Indenture Trustee, has been made); and

 (iii)             Notes
(or Notes of an applicable Class) in exchange for or in lieu of other Notes (or Notes of such Class) that have been authenticated and
delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a
bona fide purchaser;

 provided ,
 that in determining whether Noteholders holding the requisite percentage of the Note Balance have given any request, demand, authorization,
direction, notice, consent, vote or waiver hereunder or under any Transaction Document, Notes owned by the Issuer, PFLP, the Transferor,
the Servicer, the Administrator, any Cer…