Shelf Registration Statement for Qualified Offerings of Asset-Backed Securities (Form SF-3)

As filed with the Securities and Exchange Commission on October 21, 2025

Registration No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM SF-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PORSCHE AUTO FUNDING LLC

as depositor to the issuing entities described herein

PORSCHE LEASING LTD.

as issuing entity with respect to the Transaction SUBI Certificates

(Exact name of registrant as specified in its charter)

Porsche Financial Services, Inc.

(Exact name of sponsor as specified in its charter)

One Porsche Drive

Atlanta, Georgia 30354

(770) 290-2004

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Tobias Hausladen

One Porsche Drive

Atlanta, Georgia 30354

(770) 290-2004

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies To:

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective, as determined by market conditions.

If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Securities Act of 1933, check the following box: [X]

If this Form SF-3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

If this Form SF-3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE AN AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. We may not deliver the notes described in this preliminary prospectus until we deliver a final prospectus. This preliminary prospectus is not an offer to sell the notes and is not soliciting an offer to buy the notes and there shall not be any sale of the notes in any jurisdiction where such offer, solicitation or sale is not permitted.

Subject to Completion, dated [_______] [•], 20[•]

PROSPECTUS

$[•]

Porsche Innovative Lease Owner Trust 20[•]-[•]

Issuing Entity

Central Index Key Number: [ ]

Porsche Innovative Lease Owner Trust 20[•]-[•] will issue the following asset-backed notes:

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is [__________] [•], 20[•].

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

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TABLE OF CONTENTS

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WHERE TO FIND INFORMATION IN THIS PROSPECTUS

This prospectus provides information about the issuing entity, Porsche Innovative Lease Owner Trust 20[•]-[•], including terms and conditions that apply to the notes offered by this prospectus.

You should rely only on the information provided in this prospectus, including the information incorporated by reference. If you receive any other information, you should not rely on it. We have not authorized anyone to provide you with other or different information. We are not offering the notes offered hereby in any jurisdiction where the offer is not permitted. We do not claim that the information in this prospectus is accurate on any date other than the date stated on the cover.

We have started with two introductory sections in this prospectus describing the notes and the issuing entity in abbreviated form, followed by a more complete description of the terms of the offering of the notes. The introductory sections are:

We include cross-references in this prospectus to captions in these materials where you can find additional related information. You can find the page numbers on which these captions are located under the Table of Contents in this prospectus. You can also find a listing of the pages where the principal terms are defined under "Index" beginning on page [I-1] of this prospectus.

If you have received a copy of this prospectus in electronic format, and if the legal prospectus delivery period has not expired, you may obtain a paper copy of this prospectus from the depositor or from the underwriters upon request.

In this prospectus, the terms "we," "us" and "our" refer to Porsche Auto Funding LLC.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Porsche Auto Funding LLC, as the depositor of the issuing entity, has filed a registration statement with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended. This prospectus is part of the registration statement but the registration statement includes additional information.

The SEC maintains an Internet site at http://www.sec.gov containing reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

REPORTS TO NOTEHOLDERS

After the notes are issued, unaudited monthly reports containing information concerning the issuing entity, the notes and the leases and leased vehicles allocated to the Transaction SUBI will be prepared by Porsche Financial Services, Inc. ("PFS"), and sent on behalf of the issuing entity to the indenture trustee, which will forward the same to Cede & Co. ("Cede"), as nominee of The Depository Trust Company ("DTC").

Owners of the notes may receive the reports by submitting a written request to the indenture trustee. In the written request you must state that you are an owner of notes and you must include payment for expenses associated with the distribution of the reports. The indenture trustee will also make such reports (and, at its option, any additional files containing the same information in an alternative format) available to noteholders each month via its Internet website, which is presently located at [•]. Assistance in using this Internet website may be obtained by calling the indenture trustee's [customer service desk] at ([•]) [•]-[•]. The indenture trustee will notify the noteholders in writing of any changes in the address or means of access to the Internet website where the reports are accessible.

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The reports do not constitute financial statements prepared in accordance with generally accepted accounting principles. PFS, the seller, the depositor and the issuing entity do not intend to send any of their financial reports to the beneficial owners of the notes.

WHERE YOU CAN FIND MORE INFORMATION ABOUT YOUR NOTES

The Issuing Entity

The issuing entity will file with the SEC all required annual reports on Form 10-K, distribution reports on Form 10-D, monthly asset data files on Form ABS-EE and current reports on Form 8-K. Those reports will be filed with the SEC under the name "Porsche Innovative Lease Owner Trust 20[•]-[•]" and file number [•]-[•]-[•]. [Such reports will not be made available on a website by the depositor, the servicer or any other party as these reports can be viewed electronically through the EDGAR system at the SEC's website described below.]

The Depositor

The depositor has filed with the SEC a Registration Statement on Form SF-3 that includes this prospectus and certain amendments and exhibits under the Securities Act of 1933, as amended, relating to the offering of the notes described herein. This prospectus does not contain all of the information in the Registration Statement. The SEC maintains a website (http://www.sec.gov) that contains reports, registration statements, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus from the dates of filing of the documents. Such information that we file later with the SEC will automatically update the information in this prospectus. In all cases, you should rely on the most recently printed information rather than contradictory information included in this prospectus. Any information that has been so updated by more recent information shall not, except as so updated, constitute part of this prospectus. We incorporate by reference any current reports on Form 8-K subsequently filed by or on behalf of the issuing entity prior to the termination of the offering.

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NOTICE TO INVESTORS: UNITED KINGDOM

THIS PROSPECTUS MAY ONLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED IN THE UNITED KINGDOM (THE "UK") TO PERSONS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS UNDER ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED, THE "FINANCIAL PROMOTION ORDER"), OR (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.) OF THE FINANCIAL PROMOTION ORDER OR (III) TO WHOM THIS PROSPECTUS MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED IN THE UK (EACH SUCH PERSON BEING REFERRED TO AS A "RELEVANT PERSON"). IN THE UK, ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS RELATES, INCLUDING THE NOTES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. IN THE UK, THIS PROSPECTUS MUST NOT BE ACTED OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. THE COMMUNICATION OF THIS PROSPECTUS TO ANY PERSON IN THE UK OTHER THAN RELEVANT PERSONS IS UNAUTHORIZED AND MAY CONTRAVENE THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED, THE "FSMA").

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW (AS AMENDED, THE "UK PROSPECTUS REGULATION").

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY UK RETAIL INVESTOR IN THE UK. FOR THESE PURPOSES, A "UK RETAIL INVESTOR" MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF COMMISSION DELEGATED REGULATION (EU) 2017/565 AS IT FORMS PART OF UK DOMESTIC LAW, AND AS AMENDED; OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FSMA AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97 (SUCH RULES OR REGULATIONS, AS AMENDED), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UK DOMESTIC LAW, AND AS AMENDED; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN ARTICLE 2 OF THE UK PROSPECTUS REGULATION.

CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 AS IT FORMS PART OF UK DOMESTIC LAW (AS AMENDED, THE "UK PRIIPS REGULATION") FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO UK RETAIL INVESTORS IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY UK RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER THE UK PRIIPS REGULATION.

[THE CLASS A-1 NOTES HAVE NOT BEEN AND WILL NOT BE OFFERED IN THE UK OR TO UK PERSONS AND NO PROCEEDS OF THE CLASS A-1 NOTES WILL BE RECEIVED IN THE UK.]

NOTICE TO INVESTORS: EUROPEAN ECONOMIC AREA

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF REGULATION (EU) 2017/1129 (AS AMENDED, THE "EU PROSPECTUS REGULATION").

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY EU RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (THE "EEA"). FOR THESE PURPOSES, AN "EU RETAIL INVESTOR" MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, "MIFID II"); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, AS AMENDED, WHERE THAT

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CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN ARTICLE 2 OF THE EU PROSPECTUS REGULATION.

CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE "EU PRIIPS REGULATION") FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO EU RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY EU RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE EU PRIIPS REGULATION.

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SUMMARY OF STRUCTURE AND FLOW OF FUNDS

This structural summary briefly describes certain major structural components, the relationship among the parties, the flow of funds and certain other material features of the transaction. This structural summary does not contain all of the information that you need to consider in making your investment decision. You should carefully read this entire prospectus to understand all the terms of this offering.

Structural Diagram

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Flow of Funds⁽¹⁾

(Prior to an Acceleration after an Event of Default)

x

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[SUMMARY OF RISK FACTORS]²

The notes are subject to certain risks that you should consider before making a decision to purchase any notes. This summary is included to provide an overview of the potential risks. It does not contain all of the information regarding the risks that you should consider in making your decision to purchase any notes. To understand these risks fully, you should read "Risk Factors" beginning on page [•].

Risks Relating to the Characteristics, Servicing and Performance of the Leases and Related Leased Vehicles Allocated to the Transaction SUBI Could Result in Delays in Payment or Losses on your Notes.

Risks Relating to the Limited Nature of the Issuing Entity's Assets.

² Summary of Risk Factors to be included if the Risk Factors exceed 15 pages.

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Risks Relating to the Servicer, its Affiliates or other Transaction Parties.

Risks Relating to Macroeconomic, Regulatory or Other External Factors.

Risks Relating to the Issuance of Multiple Class of Notes[, an Unknown Allocation of Notes] or Retention of Notes.

[Risks Relating to the Issuance of a Floating Rate Class of Notes and the Uncertainty Regarding [the SOFR Rate][Insert Other Benchmark Rate].

Risks Relating to Certain Tax Aspects relating to the Issuing Entity and the Notes.

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RISK FACTORS

An investment in the notes involves significant risks. Before you decide to invest, we recommend that you carefully consider the following risk factors.

THE CHARACTERISTICS, SERVICING AND PERFORMANCE OF THE LEASES AND RELATED LEASED VEHICLES ALLOCATED TO THE TRANSACTION SUBI COULD RESULT IN DELAYS IN PAYMENT OR LOSSES ON YOUR NOTES.

The geographic concentration of the lessees on the leases to be allocated to the Transaction SUBI and varying economic circumstances may increase the risk of losses or reduce the return on your notes.

The concentration of the lessees on the leases allocated to the Transaction SUBI in specific geographic areas may increase the risk of loss. A deterioration in economic conditions regardless of reason, a natural or manmade disaster, extreme weather conditions (including an increase in the frequency of extreme weather conditions as a result of climate change), public health concerns (including pandemics), the impact of trade policy (including the imposition of tariffs and any retaliatory tariffs) or civil unrest in the states where lessees reside could adversely affect the ability and willingness of lessees to meet their payment obligations under the leases and the ability to sell or dispose of the related specified vehicles for an amount at least equal to their expected residual values, and may consequently adversely affect the delinquency, default, loss and repossession experience of the issuing entity with respect to the leases and the related leased vehicles of lessees in such states. See "-Macroeconomic, regulatory and other external factors could result in losses on your notes or reduce the market value or liquidity of your notes -Recent and future economic developments may adversely affect the performance of the leases and related leased vehicles and may result in reduced or delayed payments on your notes." As a result, you may experience payment delays and losses on your notes. An improvement in economic conditions could result in prepayments by the lessees of their payment obligations under the leases. As a result, you may receive principal payments of your notes earlier than anticipated. No prediction can be made and no assurance can be given as to the effect of an economic downturn or economic growth on the rate of delinquencies, prepayments and/or losses on the leases allocated to the Transaction SUBI. See "-Returns on your investment in the notes may be reduced by prepayments on the leases, events of default, optional redemption of the notes or reallocation of leases and related leased vehicles from the Transaction SUBI."

As of the [statistical] cut-off date, [based on the billing address of the lessee], Units representing approximately [ ]%, [ ]%, [ ]%, [ ]% and [ ]% of the lease contracts in the statistical lease portfolio (by aggregate Securitization Value of the leases and related leased vehicles in the statistical lease portfolio as of the [statistical] cut-off date) were located in [    ], [    ], [    ], [    ] and [    ], respectively. No other state accounts for more than [5.00]% of the aggregate Securitization Value of the statistical lease portfolio as of the [statistical] cut-off date. Because of the concentration of lessees in certain states, any adverse economic factors, natural or manmade disasters, extreme weather conditions (including an increase in the frequency of extreme weather conditions as a result of climate change), public health concerns (including pandemics) or civil unrest in those states may have a greater effect on the performance of the leases than if the concentration did not exist, which may result in a greater risk of loss on your notes. In particular, there have been predictions that climate change may lead to an increase in the frequency of natural disasters and extreme weather conditions, with certain states bearing a greater risk of the adverse effects of climate change, which could increase the risks related to geographic concentration of lessees on the leases to be allocated to the Transaction SUBI.

The impact of climate-change related events, including efforts to reduce or mitigate the effects of climate change, may increase the risk of losses or reduce the return on your notes.

The effects of climate change such as natural disasters or extreme weather conditions (including any predicted increase in the frequency and range of natural disasters and extreme weather conditions as a result of climate change) in the locations where lessees work or reside could adversely affect the ability and willingness of lessees to meet their payment obligations under the leases and may consequently adversely affect the delinquency, default, loss and repossession or prepayment experience of the issuing entity with respect to the leases and the related leased vehicles in such states. See "-The geographic concentration of the lessees on the leases to be allocated to the Transaction SUBI and varying economic circumstances may increase the risk of losses or reduce the return on your notes." Further, the pricing of CPO and used vehicles is affected by, among other factors, consumer preferences, which may be impacted by consumer perceptions of climate change and consumer efforts to mitigate or reduce

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climate change-related events by purchasing vehicles that are viewed as more fuel efficient (including vehicles powered primarily or solely through electricity) or legislation relating to emissions and fuel efficiency. An increase in the supply or a decrease in the demand for CPO and used vehicles may impact the residual value of the leased vehicles allocated to the Transaction SUBI. See "-CPO [,][and] used [and electric] vehicles allocated to the Transaction SUBI may incur higher losses than new vehicles [and vehicles with internal combustion engines], and market factors may reduce the value of CPO [,][and] used [and electric] vehicles, which could result in losses on your notes."

Further, the implementation of new or revised laws or regulations designed to address or mitigate the potential impacts of climate change (including laws which may adversely impact the auto industry in particular as a result of efforts to mitigate the factors contributing to climate change) could have a significant impact on the servicer, the sponsor, the depositor and the issuing entity (including as a result of an adverse impact generally on the auto finance and resale markets) and could adversely affect the timing and amount of payments on your notes. See "-Adverse events affecting the servicer, its affiliates or other transaction parties could result in losses on your notes or reduce the market value or liquidity of your notes-Adverse legal or regulatory developments with respect to PFS or its affiliates could have an adverse effect on your notes" and "-Adverse events affecting the servicer, its affiliates or other transaction parties could result in losses on your notes or reduce the market value or liquidity of your notes-Adverse events with respect to PFS, its affiliates or third party providers to whom PFS outsources its activities could affect the timing of payments on your notes or adversely affect the market value or liquidity of your notes."

Consequently, the impact of climate-change related events, including efforts to reduce or mitigate the effects of climate change, may increase the risk of losses or reduce the return on your notes.

The resale value of leased vehicles may be adversely affected by discount pricing incentives, marketing incentive programs, recalls, used car market factors and other market factors, which may result in losses on your notes.

Historical residual value loss experience on leased vehicles is partially attributable to the introduction and pricing of new vehicle models. For instance, the introduction of a new model by Porsche may impact the resale value of the existing portfolio of similar model types. Discount pricing incentives or other marketing incentive programs on new vehicles by Porsche or by its competitors that effectively reduce the prices of new vehicles may have the effect of reducing demand by consumers for CPO and used vehicles. Further, Porsche may from time to time introduce marketing incentive programs that reduce the prices of new vehicles. Decisions by Porsche with respect to new vehicle production, pricing and incentives may affect CPO and used vehicle prices, particularly those for the same or similar models. For instance, introduction of a new model with additional equipment not reflected in the manufacturer's suggested retail price may impact the resale value of the existing portfolio of similar model types. The reduced demand for CPO and used vehicles resulting from discount pricing incentives, other marketing incentive programs introduced by Porsche or any of its competitors or other market factors may reduce the prices consumers will be willing to pay for CPO and used vehicles, including leased vehicles to be allocated to the Transaction SUBI at the end of the related leases and thus reduce the resale value of such leased vehicles, particularly those for the same or similar models. In addition, to encourage lessees to enter into new financing transactions, Porsche may offer existing lessees a waiver of certain Excess Wear Charges that would otherwise be due under the terms of the lease (up to an established maximum). See "Origination and Servicing Procedures-Leased Vehicle Maintenance" in this prospectus. If any such charges are waived, they will not be available as Collections and the existence of the excess wear may have an adverse impact on the residual value of the related vehicle.

The pricing of CPO and used vehicles is affected by the supply and demand for those vehicles, which, in turn, is affected by consumer preferences (including preferences that may change quickly based on factors such as technological improvements, fuel costs, legislation relating to emissions and fuel efficiency, an actual or perceived increase in extreme weather or consumer perceptions of climate change and consumer efforts to mitigate or reduce climate change-related events by purchasing vehicles that are viewed as more fuel efficient (including vehicles powered primarily or solely through electricity)), economic factors, fuel costs, marketing incentives, the introduction and pricing of new vehicle models, vehicle recalls or other potential defects, service campaigns and other factors, including concerns about the viability of the related vehicle manufacturer, an actual failure or bankruptcy of the related vehicle manufacturer and/or other factors, including the certain vehicle quality issues or the discontinuation of vehicle models or brands. Significant increases in the inventory of used motor vehicles subject to a recall may

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also depress the prices at which repossessed motor vehicles may be sold or delay the timing of those sales. Decisions by a manufacturer with respect to new vehicle production, pricing and incentives may affect CPO and used vehicle prices, particularly those for the same or similar models. If programs are implemented by the United States government to stimulate the sale of new vehicles, this may have the effect of further reducing the values of CPO and used vehicles, resulting in increased losses upon disposition of leased vehicles that may result in losses on your notes. Further, the insolvency of a manufacturer or ratings downgrade of a manufacturer may negatively affect CPO and used vehicle prices for vehicles manufactured by that company. An increase in the supply or a decrease in the demand for CPO and used vehicles may impact the resale value of the leased vehicles related to the leases. Decreases in the value of those vehicles may, in turn, reduce the incentive of lessees to make payments on the leases and decrease the proceeds realized by the issuing entity from leased vehicles sold at the end of their lease term or repossessions of leased vehicles.

These and other factors that are beyond the control of the issuing entity, the depositor and the servicer could have a negative impact on the resale value of a vehicle. If the proceeds actually realized upon the sale of the leased vehicles allocated to the Transaction SUBI are substantially lower than the contract residual values that PFS originally established, you may suffer a loss on your investment in the notes.

The motor vehicle leasing industry has experienced historically elevated used car values starting in 2020, affecting residual value loss experience.

The actual sales proceeds realized with respect to the leased vehicles to be allocated to the Transaction SUBI may be lower than PFS' historical residual value loss experience as set forth under "Delinquencies, Repossessions, Net Losses and Residual Value Loss Experience-Residual Value Loss Experience." Residual value loss experience is affected by a number of social, economic and other factors, including changes in interest rates and unemployment levels, and there can be no assurance as to the level of future total delinquencies or the severity of future credit losses as a result of these factors. Most recently, the auto industry experienced historically elevated used car values in the period following the outbreak of Coronavirus Disease 2019 and in subsequent years. See also "-Macroeconomic, regulatory and other external factors could result in losses on your notes or reduce the market value or liquidity of your notes-Recent and future economic developments may adversely affect the performance of the leases and related leased vehicles and may result in reduced or delayed payments on your notes". Accordingly, there is no guarantee that the leases to be allocated to the Transaction SUBI will realize similar residual values as set forth under "Delinquencies, Repossessions, Net Losses and Residual Value Loss Experience-Residual Value Loss Experience".

Vehicle recalls and other quality issues may have an adverse effect on the Included Units and the payments and timing of returns on your notes.

From time to time, vehicle manufacturers or their suppliers may discover an element in a vehicle that might affect the safety or other features of the vehicle, including compliance with applicable safety or emissions standards or applicable U.S. customs rules. In such cases, the manufacturer, in consultation with the National Highway Traffic Safety Administration ("NHTSA"), the U.S. Environmental Protection Agency (the "EPA"), the California Air Resources Board (the "CARB") and/or U.S. Customs and Border Protection (the "CBP"), as applicable, may recall the affected vehicles to perform a remedy. In certain limited cases, such recalls may give rise to the lessee having the right to rescind or terminate its lease.

In addition, recalls or other service campaigns could cause a temporary suspension of sales of the affected vehicles until completion of any necessary repairs, which may cause a delay of the timing of the sales of returned, repossessed or off-lease vehicles in the used car markets. Recalls or other quality issues may also cause a decrease in demand for the affected vehicles in the CPO and used vehicle market, which may cause a decline in values of those vehicles. Declines in values of CPO and used vehicles could cause an increase in credit losses. If any of these events materially affect collections on the leases and related leased vehicles allocated to the Transaction SUBI, you may experience delays in payments or principal losses on your notes if the available credit enhancement has been exhausted.

In August 2024, NHTSA published a supplemental initial decision that could result in a future recall of vehicles equipped with certain frontal driver and passenger air bag inflators manufactured by ARC Automotive Inc. and Delphi Automotive Systems LLC. The supplemental initial decision reiterated NHTSA's earlier conclusion that

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those airbag inflators, and vehicles in which those inflators were installed, contain a defect related to motor vehicle safety. Following submission of written comments by PCNA and other motor vehicle and motor vehicle equipment manufacturers, in December 2024, NHTSA announced that it would conduct additional investigation of the issues related to the supplemental initial decision. That investigation is ongoing as of this date. If, following this investigation, NHTSA decides to proceed to a final decision ordering a recall of vehicles containing these inflators, certain of the leased vehicles related to the Included Units may be subject to such recall (depending on the final parameters of the potential recall and depending on the outcome of judicial challenges to the decision, if any). Investors should monitor news reports for further developments.

Further, vehicle recalls or other quality issues may affect the brand recognition and brand reputation of Porsche, which can cause a decrease in demand for Porsche vehicles in the CPO and used vehicle market, which may cause a decline in values of those vehicles. You may receive payments on your notes earlier than expected due to lessees turning in their vehicles as a result of a decline in the brand reputation of Porsche. See "-Returns on your investment in the notes may be reduced by prepayments on the leases, events of default, optional redemption of the notes or reallocation of leases and related leased vehicles from the Transaction SUBI." A decline in the resale value of CPO and used vehicles could cause an increase in credit losses if such vehicles are repossessed or turned in. See "-CPO [,][and] used [and electric] vehicles allocated to the Transaction SUBI may incur higher losses than new vehicles [and vehicles with internal combustion engines], and market factors may reduce the value of CPO [,][and] used [and electric] vehicles, which could result in losses on your notes."

The vehicles allocated to the Transaction SUBI may be the subject of existing or future vehicle recalls, service campaigns or warranty extensions. Lessees of leased vehicles affected by a vehicle recall may be more likely to be delinquent in, or default on, payments on their leases. Significant increases in the inventory of used motor vehicles subject to a recall may also depress the prices at which repossessed motor vehicles may be sold or delay the timing of those sales. If any of these events materially affect collections on the leases and related leased vehicles, you may experience delays in payments or principal losses on your notes. In addition, turn-in rates may be higher than expected if lessees turn in their vehicles due to concerns arising from a recall, regardless of whether such vehicle was affected by the recall. As a result, you may receive payment of principal on the notes earlier than you expected.

The concentration of leased vehicles to particular models could negatively affect your notes.

As of the [statistical] cut-off date, the [  ] and the [  ] models represent approximately [ ]% and [ ]%, respectively, of the lease contracts in the statistical lease portfolio (by aggregate Securitization Value of the leases and related leased vehicles in the statistical lease portfolio as of the [statistical] cut-off date). No other model accounts for more than [10.00]% of the aggregate Securitization Value of the statistical lease portfolio as of the [statistical] cut-off date. Any adverse change in the value of a specific model type (including due to a vehicle recall or other quality issues) would reduce the prices at which recalled or repossessed motor vehicles may be sold or delay the timing of those sales. As a result, you may incur a loss on your investment in the notes. See "-Vehicle recalls and other quality issues may have an adverse effect on the Included Units and the payments and timing of returns on your notes."

Increased vehicle turn-in rates may increase losses on your notes.

Losses may be greater as vehicle turn-in rates upon the expiration of leases increase because sale prices will be dependent on the market value of such vehicles in the used car market. Under each lease, the lessee [and originating Center] may elect to purchase the related vehicle at the expiration of the lease for an amount generally equal to the stated contract residual value established at the inception of the lease. Lessees [and originating Centers] who decide not to purchase their related vehicles at lease expiration will expose the issuing entity to possible losses if the sale prices of such vehicles in the used car market are less than their respective contractual residual values. The level of turn-ins at termination of the leases could be affected by the convenience of the turn-in process generally, lessee views on vehicle quality, the relative attractiveness of new models available to the lessees, sales and lease incentives offered with respect to other vehicles (including those offered by PFS or its affiliates), the level of the purchase option prices for the related vehicles compared to new, CPO and used vehicle prices and economic conditions generally. The early termination of leases by lessees (including due to concerns arising from a vehicle recall, regardless of whether the related leased vehicle was affected by the recall) may affect the number of turn-ins in a particular month. If losses resulting from increased turn-ins exceed the credit enhancement available for the notes, you may suffer a loss on your investment in the notes.

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CPO [,][and] used [and electric] vehicles allocated to the Transaction SUBI may incur higher losses than new vehicles [and vehicles with internal combustion engines], and market factors may reduce the value of CPO [,][and] used [and electric] vehicles, which could result in losses on your notes.

Some of the leased vehicles were CPO and used vehicles at the time when the applicable lessee entered into the lease. Because the value of a CPO and used vehicle may be more difficult to determine than that of a new vehicle, a greater loss may be incurred if a CPO and used vehicle must be repossessed or is turned in by the lessee and sold. See "The Leases-Composition of the Statistical Lease Portfolio as of the [Statistical] Cut-Off Date."

Vehicles that are repossessed or turned in are typically sold to the dealer network or at vehicle auctions as CPO and used vehicles pursuant to customary servicing procedures. The pricing of CPO and used vehicles is affected by supply and demand for such vehicles, which in turn is affected by consumer tastes, economic factors, fuel costs, the introduction and pricing of new car models and other factors, such as the introduction of new vehicle sales incentives, legislation relating to emissions and fuel efficiency, the possibility of vehicle recalls or other quality issues affecting the related vehicle models or brands and other factors that are beyond the control of the issuing entity, the depositor or the servicer. Decisions by a manufacturer with respect to new vehicle production, pricing and incentives may affect CPO and used vehicle prices, particularly those for the same or similar models. Adverse conditions affecting one or more automotive manufacturers, including any that could result from vehicle recalls or other quality issues, may negatively affect CPO and used vehicle prices for vehicles manufactured by that company, as described under "-Vehicle recalls and other quality issues may have an adverse effect on the Included Units and the payments and timing of returns on your notes" above. In addition, the introduction of discount pricing incentives or other marketing incentive programs to encourage the purchase of new vehicles could result in reducing the demand for, and value of, CPO and used vehicles.

Consumer preferences relating to CPO and used vehicles can change rapidly and can be influenced by a variety of economic and social factors, such as the current or anticipated future costs of gasoline. Perceptions of the increased severity of the effects of climate change, particularly when combined with predictions that those effects may continue to grow and intensify in both the short and long term, could influence consumer efforts to mitigate or reduce climate change-related events by purchasing or leasing vehicles that are viewed as more fuel efficient (including vehicles powered primarily or solely through electricity). See "-The impact of climate-change related events, including efforts to reduce or mitigate the effects of climate change, may increase the risk of losses or reduce the return on your notes."

A decrease in demand for CPO and used vehicles may adversely affect the resale value of repossessed or turned in vehicles, which in turn could result in increased losses on the related leased vehicles.

[Additionally, some of the leased vehicles allocated to the Transaction SUBI are electric vehicles. A decrease in fuel prices, or an increase in electricity costs (residential or commercial prices in kWh) or lack of sufficiently developed charging infrastructure for electric vehicles could disproportionately reduce the resale value of, and demand for, electric vehicles. A decrease in the demand for electric vehicles or a decline in the price at which an electric vehicle may be sold may adversely affect the resale value of repossessed or turned in electric vehicles. If the proceeds actually realized upon the sale of the leased vehicles allocated to the Transaction SUBI are substantially lower than the contract residual values that PFS originally established, you may suffer a loss on your investment in the notes.]

Vicarious tort liability may result in a loss on the notes.

Some states allow a party that incurs an injury involving a vehicle to sue the owner of the vehicle merely because of that ownership. As owner of the vehicles, the origination trust may be subject to these lawsuits. Most, but not all, states, however, either prohibit these vicarious liability suits against leasing companies or limit the lessor's liability to the amount of liability insurance that the lessee was required to carry under applicable law but failed to maintain.

On August 10, 2005, President George W. Bush signed into law the Safe Accountable, Flexible, and Efficient Transportation Equity Act of 2005 (the "Transportation Act"), Pub. L. No. 109-59. The Transportation Act provides that an owner of a motor vehicle that rents or leases the vehicle to a person will not be liable under the law of a state or political subdivision by reason of being the owner of the vehicle, for harm to persons or property that results or arises out of the use, operation, or possession of the vehicle during the period of the rental or lease, if (i) the owner (or an affiliate of the owner) is engaged in the trade or business of renting or leasing motor vehicles; and

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(ii) there is no negligence or criminal wrongdoing on the part of the owner (or an affiliate of the owner). This provision of the Transportation Act was effective upon enactment and applies to any action commenced on or after August 10, 2005. The Transportation Act is intended to preempt state and local laws that impose possible vicarious tort liability on entities owning motor vehicles that are rented or leased and it is expected that the Transportation Act should reduce the likelihood of vicarious liability being imposed on the origination trust. Most state and federal courts considering whether the Transportation Act preempts state laws permitting vicarious liability have generally concluded that such laws are preempted with respect to cases commenced on or after August 10, 2005. While the vast majority of courts have concluded that the Transportation Act preempts state laws permitting vicarious liability, one New York lower court has reached a contrary conclusion in a case involving a leasing trust. This New York court concluded that the preemption provision in the Transportation Act was an unconstitutional exercise of congressional authority under the Commerce Clause of the United States Constitution and, therefore, did not preempt New York law regarding vicarious liability. New York's appellate court overruled the trial court and upheld the constitutionality of the preemption provision in the Transportation Act. New York's highest court, the Court of Appeals, dismissed the appeal. In a 2008 decision relating to a case in Florida, the U.S. Court of Appeals for the 11^th Circuit upheld the constitutionality of the preemption provisions in the Transportation Act and the plaintiffs' petition seeking review of the decision by the U.S. Supreme Court was denied. In 2010, a similar decision was issued by the U.S. Court of Appeals for the 8^th Circuit. While the outcome in these cases upheld federal preemption under the Transportation Act, the outcome of any future cases remains uncertain at this time.

The servicer may, but is not required to, maintain liability insurance coverage on behalf of the origination trust. However, this coverage is subject to deductibles and claims could be imposed against the assets of the origination trust which could exceed that coverage. In the event the servicer fails to maintain this liability insurance coverage, the deductible is not satisfied or the insurance coverage protecting the origination trust is insufficient to cover, or does not cover, a material claim, that claim could be satisfied out of the proceeds of the leased vehicles and leases to be allocated to the Transaction SUBI and you could incur a loss on your investment.

For a discussion of the possible liability of the origination trust in connection with the use or operation of the leased vehicles, you should refer to "Additional Legal Aspects of the Leases and the Leased Vehicles-Vicarious Tort Liability" in this prospectus.

The servicer's discretion over the servicing of the leases and disposition of the leased vehicles may impact the amount and timing of funds available to make payments on the notes.

Although the servicer is obligated to service the leases in accordance with its customary servicing practices, the servicer has broad discretion in servicing the leases, including the ability to grant payment extensions and deferrals and to determine the timing and method of collection (including whether or not to repossess the related leased vehicle) and liquidation procedures. The servicer, in its own discretion, may permit an extension on, or a deferral of, payments due or halt repossession activity on a case-by-case basis or more broadly in accordance with its customary servicing practices, for example, in connection with a natural disaster or public health emergency affecting a large group of lessees. See "Origination and Servicing Procedures" in this prospectus. Payment deferrals, extensions or other modifications to the leases or delays in initiating repossession activity may extend the maturity of the leases, increase the weighted average life of any class of notes and reduce the yield on your notes.

In addition, the customary servicing practices may change from time to time and those changes could reduce collections on the leases. Although the customary servicing practices at any time will apply to all leases serviced by the servicer, without regard to whether a lease and related leased vehicle has been allocated to the Transaction SUBI, the servicer is not obligated to maximize collections from the leases. Consequently, the manner in which the servicer exercises its servicing discretion or changes its customary practices could have an impact on the amount and timing of collections on the leases, which may impact the amount and timing of funds available to make payments on the notes.

In addition, supply chain issues related to the availability of new, CPO and used vehicles and the related fluctuating consumer demand for new, CPO and used vehicles may impact the resale value for returned and repossessed leased vehicles. If, for any reason, the servicer is (i) delayed in repossessing a vehicle, (ii) unable to sell returned or repossessed leased vehicles in a timely manner or (iii) unable to sell returned or repossessed leased vehicles for an amount greater than the stated residual value of such lease, you could experience increased losses on the related leases and your notes.

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Credit scores and historical loss experience may not accurately predict the likelihood of delinquencies, defaults and losses on the leases.

A credit score purports only to be a measurement of the relative degree of risk a borrower represents to a lender, i.e., that a borrower with a higher score is statistically expected to be less likely to default on its payment obligations than a borrower with a lower score. Credit scores, including the credit score data presented in this prospectus, reflects credit scores for lessees obtained [at the time of acquisition from the originating Center of their leases], and do not account for changes in lessees' credit profiles subsequent to the date as of which such scores are obtained or calculated. Consequently, information regarding credit scores for the lessees on the leases to be allocated to the Transaction SUBI as of the [statistical] cut-off date presented in "The Leases-Composition of the Statistical Lease Portfolio as of the [Statistical] Cut-Off Date" should not be relied upon as a basis for an expectation that a lease will be paid in accordance with its terms.

Historical loss and delinquency information set forth in this prospectus under "Delinquencies, Repossessions, Net Losses and Residual Value Loss Experience" was affected by several variables, including general economic conditions and market residual values, that are expected to differ in the immediate future, and are likely to differ in the longer term future. Consequently, the net loss experience calculated and presented in this prospectus with respect to the servicer's managed portfolio of leases may not reflect actual experience with respect to the leases to be allocated to the Transaction SUBI. The servicer has experienced variability (including increases) in delinquencies and repossessions on its lease portfolio, which variability may continue. Further, the prices of CPO and used vehicles, including the prices at which the servicer is able to sell repossessed vehicles, are variable, and declines in CPO and used vehicle prices will result in increased credit losses on defaulted leases. In addition, future delinquency rates, rates of repossession, recovery rates or loss experience of the servicer with respect to the leases may be better or worse than that set forth in this prospectus with respect to the servicer's managed portfolio.

In addition, the customary servicing practices have changed over time and may change from time to time in the future, and those changes could reduce collections on the leases to be allocated to the Transaction SUBI. As a result, the delinquency and credit loss experience presented in this prospectus with respect to the servicer's managed portfolio of leases or the static pool information may not reflect actual experience with respect to the leases to be allocated to the Transaction SUBI. If the performance of the leases and related leased vehicles allocated to the Transaction SUBI is worse than expected, the timing and amount of payments on the notes could be adversely affected.

[This prospectus provides information regarding the leases and related leased vehicles as of the statistical cut-off date, which may differ from the characteristics of the leases and related leased vehicles as of the cut-off date.

This prospectus describes the characteristics of the leases and related leased vehicles as of the statistical cut-off date. The portfolio of leases and related leased vehicles to be allocated to the Transaction SUBI on the closing date may vary somewhat from the leases and related leased vehicles in the statistical pool described in this prospectus because the actual pool will be selected from (i) leases and related leased vehicles in the statistical pool, (ii) leases and related leased vehicles originated after the statistical cut-off date and/or (iii) leases and related leased vehicles originated prior to the statistical cut-off date but that were not included in the statistical pool, which, in each case, satisfy the eligibility criteria specified in the transaction documents as of the cut-off date. The leases and related leased vehicles allocated to the Transaction SUBI on the closing date may have characteristics that differ somewhat from the characteristics of the leases and related leased vehicles as of the statistical cut-off date described in this prospectus. The characteristics (as of the cut-off date) of the leases and related leased vehicles allocated to the Transaction SUBI on the closing date will not differ materially from the characteristics (as of the statistical cut-off date) of the leases and related leased vehicles described in this prospectus, and each lease must satisfy the eligibility criteria specified in the transaction documents. Further, the issuing entity has provided asset-level information as of the cut-off date with respect to the leases and related leased vehicles that will be allocated to the Transaction SUBI on the closing date on Form ABS-EE. See "The Leases-Asset Level Information" in this prospectus. If you purchase a note, you should review such asset-level information provided on Form ABS-EE and you should not assume that the characteristics of the leases transferred to the issuing entity on the closing date will be identical to the characteristics of the leases and related leased vehicles as of the statistical cut-off date described in this prospectus.]

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Because the notes are in book-entry form, your rights can only be exercised indirectly.

Because the notes will be issued in book-entry form, you will be required to hold your interest in the notes through The Depository Trust Company in the United States or Clearstream Banking société anonyme [or the Euroclear System] (in Europe or Asia). Transfers of interests in the notes within The Depository Trust Company or Clearstream Banking société anonyme [or the Euroclear System] must be made in accordance with the usual rules and operating procedures of those systems. So long as the notes are in book-entry form, you will not be entitled to receive a definitive note representing your interest. The notes will remain in book-entry form except in the limited circumstances described under the caption "The Notes-Book-Entry Registration." Unless and until the notes cease to be held in book-entry form, neither the indenture trustee nor the owner trustee will recognize you as a "noteholder," as such term is used in the indenture and the trust agreement except in the limited circumstances relating to an investor vote with respect to an asset representations review. Holding the notes in book-entry form could also limit your ability to pledge your notes to persons or entities that do not participate in The Depository Trust Company, Clearstream Banking société anonyme [or the Euroclear System] and to take other actions that require a physical certificate representing the note.

The notes may not be a suitable investment for you.

The notes are not a suitable investment for you if you require a regular or predictable schedule of payments. The notes are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, residual value, default and market risk, the tax consequences of an investment in the notes or payment on any specific date and the interaction of these factors.

The ratings of the notes may be withdrawn or lowered, the notes may receive an unsolicited rating or the rating agencies may be perceived as having a conflict of interest, which may have an adverse effect on the liquidity or the market price of the notes.

Ratings are not recommendations to buy, sell or hold the notes. Rather, ratings are an assessment by the applicable rating agency of the likelihood that any interest on a class of notes will be paid on a timely basis and that a class of notes will be paid in full by the final scheduled payment date for that class of notes. A rating agency may revise or withdraw its ratings at any time in its sole discretion, and the ratings of any notes may be lowered by a rating agency (including the Hired Agencies) following the initial issuance of the notes, including as a result of losses on the leases in excess of the levels contemplated by a rating agency at the time of its initial rating analysis or due to general adverse trends in the economy. Neither the depositor nor the sponsor nor any of their respective affiliates will have any obligation to take any action to maintain any ratings of the notes. If any rating with respect to the notes is revised or withdrawn, the liquidity or the market value of your notes may be adversely affected. Notes issued in connection with an asset-backed securitization program sponsored by the sponsor may be placed under review for downgrade or may be downgraded at any time by certain or all of the rating agencies hired to rate those notes.

It is possible that, on, prior to or after the closing date, a rating agency not hired by the sponsor to rate the transaction or a particular class of notes may provide an unsolicited rating that differs from (or is lower than) the ratings provided by the Hired Agencies. None of the sponsor, the depositor or any underwriter is obligated to inform investors (or potential investors) in the notes if an unsolicited rating is issued after the date of this prospectus and you should consult with your financial and legal advisors regarding the impact of an unsolicited rating on any class of notes. If any non-hired rating agency provides an unsolicited rating that differs from (or is lower than) the rating provided by the Hired Agencies, the liquidity or the market value of your notes may be adversely affected.

Further, it may be perceived that the Hired Agencies have a conflict of interest that may have affected the ratings assigned to the notes where, as is the industry standard and the case with the ratings of the notes, the sponsor, the depositor or the issuing entity pays the fees charged by the Hired Agencies for their rating services. The perceived conflict of interest may have an adverse effect on the market value of your notes and the ability to resell your notes.

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Returns on your investment in the notes may be reduced by prepayments on the leases, events of default, optional redemption of the notes or reallocation of leases and related leased vehicles from the Transaction SUBI.

You may receive payments on your notes earlier or later than you expected, which may adversely affect your ability to reinvest amounts paid to you at a rate of return that is equal to or greater than the rate of return on your notes. The notes are not a suitable investment for you if you require a regular or predictable schedule of payments or payment on any specific date.

The amount of distributions of principal of your notes and the time when you receive those distributions depend in part on the rate of payments and losses relating to the leases and related leased vehicles. Prepayments, liquidations of the vehicles related to defaulted leases, reallocations of leases and the related vehicles from the Transaction SUBI that do not meet the eligibility criteria or events of default that result in an acceleration of payments on the notes will shorten the life of the notes to an extent that cannot be fully predicted. Further, the leases to be allocated to the Transaction SUBI may be prepaid, in full or in part, either voluntarily, including as a result of marketing programs introduced by Porsche, including the end of term lease loyalty program, or due to concerns arising from a vehicle recall (regardless of whether the related vehicle was affected by the recall), or as a result of defaults, theft of or damage to the related leased vehicles or for other reasons. Porsche's end of term lease loyalty program offers incentives to lease new vehicles to lessees whose lease contracts are nearing expiration, which may include waiver of one or more monthly lease payments. As a result, the leases may be prepaid earlier than expected. Additionally, if the seller or the servicer is required to reallocate leases and related leased vehicles from the Transaction SUBI because of a breach of an applicable representation, warranty or covenant as described under "Description of the Transaction Documents-Representations and Warranties" payment of principal on the notes will be accelerated.

The depositor will also be permitted at its option to purchase the Transaction SUBI Certificate from the issuing entity when the then-outstanding aggregate note balance is less than or equal to [5][10]% of the aggregate initial note balance of the notes, which may require repayment of the notes prior to the expected principal payment date for one or more classes of notes. If the depositor exercises its right to purchase the Transaction SUBI Certificate, the issuing entity will redeem the notes and, if any of your notes are then outstanding, you will receive the remaining principal balance of your notes plus any other amounts due to noteholders, such as accrued interest through the related payment date. Because your notes will no longer be outstanding, you will not receive the additional interest payments or other distributions that you would have received had the notes remained outstanding. You will bear any reinvestment risks resulting from a faster or slower rate of payments of the leases and leased vehicles allocated to the Transaction SUBI. If you bought your notes at par or at a premium, your yield to maturity will be lower than it would have been if the optional redemption had not been exercised. See "Description of the Transaction Documents-Optional Redemption" in this prospectus.

THE ISSUING ENTITY HAS LIMITED ASSETS, AND DELAYS IN PAYMENT OR LOSSES ON YOUR NOTES COULD ARISE FROM SHORTFALLS OR DELAYS IN AMOUNTS AVAILABLE TO MAKE PAYMENTS ON THE NOTES.

You must rely for repayment only upon the issuing entity's assets which may not be sufficient to make full payments on your notes.

Your notes are secured solely by the assets of the issuing entity. Your notes will not represent an interest in or obligation of the origination trust, the seller, the sponsor, the servicer or the depositor or any of their respective affiliates. Distributions on any class of notes will depend solely on the amount and timing of payments and other collections in respect of the leases to be allocated to the Transaction SUBI, disposition proceeds of the related leased vehicles and the credit enhancement for the notes specified in this prospectus. We cannot assure you that these amounts will be sufficient to make full and timely distributions on your notes. The notes, the leases and the residual values of the leased vehicles allocated to the Transaction SUBI will not be insured or guaranteed, in whole or in part, by the United States or any governmental entity or, by any provider of credit enhancement.

The residual values for the leased vehicles to be allocated to the Transaction SUBI are future projections by PFS and/or Automotive Lease Guide, as described under "Origination and Servicing Procedures-Determination of Residual Values" in this prospectus. There is no guarantee that the assumptions regarding future events that are used to determine residual values will prove to be correct. If the predicted residual values of the leased vehicles allocated

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to the Transaction SUBI are substantially higher than the sales proceeds actually realized upon the sale of the leased vehicles, you may suffer losses if the available credit enhancement is exceeded. For a discussion of factors that may contribute to residual value losses, you should refer to "-The characteristics, servicing and performance of the leases and related leased vehicles allocated to the Transaction SUBI could result in delays in payment or losses on your notes-The geographic concentration of the lessees on the leases to be allocated to the Transaction SUBI and varying economic circumstances may increase the risk of losses or reduce the return on your notes", "-The characteristics, servicing and performance of the leases and related leased vehicles allocated to the Transaction SUBI could result in delays in payment or losses on your notes-Increased vehicle turn-in rates may increase losses on your notes" and "-The characteristics, servicing and performance of the leases and related leased vehicles allocated to the Transaction SUBI could result in delays in payment or losses on your notes-Vehicle recalls and other quality issues may have an adverse effect on the Included Units and the payments and timing of returns on your notes".

You may experience a loss if defaults on the leases or residual value loss exceeds the available credit enhancement or cash flow enhancement.

The issuing entity does not have, nor is it permitted or expected to have, any significant assets or sources of funds other than the Transaction SUBI Certificate together with its right to payments under any credit enhancement and available funds in certain accounts. The notes represent obligations solely of the issuing entity and will not be insured or guaranteed by any entity unless otherwise indicated in this prospectus. Accordingly, you will rely primarily upon collections on the leases to be allocated to the Transaction SUBI, disposition proceeds of the related leased vehicles and, to the extent available, any credit enhancement for the issuing entity, including amounts on deposit in any reserve account or similar account. Funds on deposit in any reserve account or similar account will cover shortfalls due to delinquencies and losses on the Included Units up to a certain level. However, if delinquencies and losses create shortfalls which exceed the available credit enhancement for your notes, you may experience delays in payments due to you and you could suffer a loss on your notes.

You may experience a loss or a delay in receiving payments on the notes if the assets of the issuing entity are liquidated.

If an event of default under the indenture occurs and the notes are accelerated, the indenture trustee may liquidate the assets of the issuing entity. As a result:

The issuing entity cannot predict the length of time that will be required for liquidation of the assets of the issuing entity to be completed. In addition, liquidation proceeds may not be sufficient to repay the notes in full. Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes the outstanding principal amount of the notes to be paid before the related final scheduled payment date will involve the prepayment risks described above.

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Reallocation obligations are limited, and do not protect the issuing entity from all risks that could impact the performance of the leases.

The seller will make limited representations and warranties about the characteristics of the leases and leased vehicles allocated to the Transaction SUBI. The seller will be obligated to cause a reallocation of the beneficial interest in a lease and the related leased vehicle if there is a breach of the representations or warranties regarding the eligibility of such lease or related leased vehicle (and such breach is not cured and materially and adversely affects the interests of the depositor, the issuing entity or the noteholders in such Included Unit). For example, a reallocation obligation could arise if fraud by a lessee were to result in a breach of a representation. However, the representations and warranties made by the seller are not a guarantee of performance and do not protect the issuing entity from all risks that could impact the performance of the Included Units, including risks related to adverse economic developments. Further, the representations and warranties are made as of the cut-off date or closing date, as applicable, and are not ongoing representations or warranties with respect to the eligibility of the Included Units. Additionally, PFS, as servicer, will be obligated in certain instances to cause a reallocation of the beneficial interest in a lease and related leased vehicle as a result of a lease extension, payment deferral, modification or early termination, as further described under "Origination and Servicing Procedures" in this prospectus. While PFS will be obligated to cause the reallocation of Included Units under such circumstances, it may not be financially in a position to fund its reallocation obligation and you could suffer a loss.

Your notes may not be repaid on their final scheduled payment date, and failure to pay principal on your notes will not constitute an event of default until the final scheduled payment date.

It is expected that final payment of each class of notes will occur on or prior to the respective final scheduled payment dates, but the amount of principal required to be paid to the noteholders will be limited to cash available in the collection account and the reserve account, and no assurance can be given that sufficient funds will be available to pay each class of notes in full on or prior to the final scheduled payment date. Therefore, the failure to pay principal of your notes on any payment date will not result in the occurrence of an event of default until the stated maturity date for your notes. See "The Indenture-Rights Upon Event of Default". Under certain circumstances, including when required by applicable law or court order, at the direction of a regulatory authority or in accordance with regulatory guidance or in accordance with its customary servicing practices, the servicer may accept a payment in full and waive any deficiency. As a result, there may not be sufficient collections to make payments on the notes. If sufficient funds are not available, final payment of any class of notes could occur later than the final scheduled payment date for that class.

Interests of other persons in the leases and the leased vehicles could be superior to the issuing entity's interest, which may result in delayed or reduced payment on your notes.

Because the Transaction SUBI will represent a beneficial interest in the Included Units, you will be dependent on payments made on the leases to be allocated to the Transaction SUBI and proceeds received in connection with the sale or other disposition of the related leased vehicles for payments on your notes. The issuing entity will not have a direct ownership interest in the leases or a direct ownership interest or perfected security interest in the related leased vehicles, which will be titled in the name of the origination trust. It is therefore possible that a claim against or lien on the leased vehicles or the other assets of the origination trust could limit the amounts payable in respect of the Transaction SUBI Certificate to less than the amounts received from the lessees of the leased vehicles or received from the sale or other disposition of the leased vehicles.

[A member of PFS' controlled group formerly maintained a defined benefit pension plan subject to the funding requirements of Title IV of ERISA (the "Defined Benefit Plan"). However, the Defined Benefit Plan was fully funded based on a recent actuarial valuation and was terminated in a standard termination on March 31, 2024, with all obligations paid, pursuant to ERISA Section 4041(b). If PFS or any member of its controlled group were to incur defined benefit pension plan obligations subject to Title IV of ERISA in connection with the terminated Defined Benefit Plan or by establishing an applicable pension plan or if an entity with such obligations becomes part of the controlled group that includes PFS, and if the funding requirements of Title IV of ERISA are not complied with for any such plan, liens in favor of and/or enforceable by the Pension Benefit Guaranty Corporation could attach to the leases and leased vehicles owned by the origination trust (including the leases and the leased vehicles allocated to the Transaction SUBI) and could be used to satisfy unfunded ERISA obligations of PFS or any member of such controlled group. Because these liens could attach directly to the leases and leased vehicles allocated to the

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Transaction SUBI and because the issuing entity does not have a prior perfected security interest in the assets of the Transaction SUBI, these liens could have priority over the interest of the issuing entity in the assets of the Transaction SUBI.]

From time to time, the Hired Agencies may request information with respect to any defined benefit pension plans maintained or sponsored by PFS or any of its affiliates. Although PFS will use reasonable efforts to comply with such request, PFS may not be able to provide the requested information. Any rating downgrade could result in a decline in the market value of your notes. To the extent a third-party makes a claim against, or files a lien on, the assets of the origination trust, including the leased vehicles allocated to the Transaction SUBI, it may delay the disposition of those leased vehicles or reduce the amount paid to the holder of the Transaction SUBI Certificate. If that occurs, you may experience delays in payment or losses on your investment in the notes. For more information on the effect of third-party claims or liens on payment of the notes, you should refer to "Additional Legal Aspects of the Origination Trust and the Transaction SUBI-Allocation of Origination Trust Liabilities" in this prospectus.

ADVERSE EVENTS AFFECTING THE SERVICER OR OTHER TRANSACTION PARTIES COULD RESULT IN LOSSES ON YOUR NOTES OR REDUCE THE MARKET VALUE OR LIQUIDITY OF YOUR NOTES.

Adverse legal or regulatory developments with respect to PFS or its affiliates could have an adverse effect on your notes.

PFS and its affiliates (including Dr. Ing. h.c. F. Porsche Aktiengesellschaft ("Porsche AG"), the sponsor's ultimate parent) are parties to, or are periodically otherwise involved in, reviews, investigations and proceedings (both formal and informal), and information-gathering requests, by government agencies, including the U.S. Department of Justice (the "DOJ"), and various state authorities and are from time to time subject to class action litigation or similar legal proceedings.

Porsche AG is party to other legal actions and investigations in and outside the United States, and further regulatory proceedings, environmental, consumer, product-related and investor claims could be raised against Porsche AG in the future in various jurisdictions worldwide. These proceedings and actions and the publicity surrounding them could have an adverse effect on your notes, even in circumstances where neither we nor the sponsor is a party to or otherwise involved in the proceedings or other actions. For example, regulatory and legal actions against Porsche AG, Porsche Cars North America, Inc. ("PCNA"), the sponsor or other affiliates of the sponsor related to the manufacture and sale of affected vehicles may result in reputational damage to Porsche AG and PCNA, as well as to the "Porsche" brand. The pricing of CPO and used vehicles is affected by the supply and demand for those vehicles. If the demand for used Porsche vehicles decreases as a result of the issues arising after any regulatory or legal actions or other factors, the resale value of the leased vehicles may also decrease. Further, these and any other reviews, investigations, examinations and proceedings (whether formal or informal) and/or information-gathering requests that the sponsor or any of its subsidiaries or affiliates are involved in, or may become involved in, may result in adverse consequences to the sponsor including, without limitation, adverse judgments, settlements, fines, penalties, injunctions, or other actions and may affect the ability of the sponsor or any of its subsidiaries or affiliates to perform its duties under the transaction documents.

Adverse events with respect to PFS, its affiliates or third party providers to whom PFS outsources its activities could affect the timing of payments on your notes or adversely affect the market value or liquidity of your notes.

Adverse events with respect to PFS or any of its affiliates or third party providers to whom it outsources its activities could result in servicing disruptions or affect the performance or market value of your notes and your ability to sell your notes in the secondary market. For example, servicing disruptions could result from unanticipated events beyond the servicer's control, such as natural disasters, civil unrest, labor strikes, cyber-attacks, political instability, armed conflict, military conflict, public health emergencies, the imposition of tariffs and economic disruptions, particularly to the extent such events affect the servicer's business or operations. Further, the failure of certain third parties that the servicer and sponsor rely on to deliver products and services to support their business to fully perform their obligations in a timely manner could adversely impact the servicer's or sponsor's ability to operate its business or perform their respective obligations under the transaction documents or could cause a disruption in collection activities with respect to the leases to be allocated to the Transaction SUBI. In addition, in the event of a

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termination and replacement of the servicer, there may be some disruption of the collection activity with respect to the leases to be allocated to the Transaction SUBI, leading to increased delinquencies, defaults and losses on the leases. Any such disruptions may cause you to experience delays in payments or losses on your notes.

Similarly, if the seller, becomes unable to reallocate any leases and related leased vehicles which do not comply with representations and warranties about the leases and related leased vehicles made by the seller (for example, representations relating to the compliance of the leases with applicable laws), then investors could suffer losses. In addition, adverse corporate developments with respect to servicers of asset-backed securities or their affiliates have in some cases also resulted in a reduction in the market value of the related asset-backed securities. For example, PFS is an indirect subsidiary of Porsche AG. Although Porsche AG is not guaranteeing the obligations of the issuing entity, if Porsche AG ceased to manufacture vehicles or support the sale of vehicles or if Porsche AG faced financial or operational difficulties, such events may reduce the market value of Porsche brand vehicles, and ultimately the amount realized on any Porsche vehicle sold at the end of its lease term or repossessed following a lessee's default under the related lease.

The sponsor relies upon its ability to sell securities in the asset-backed securities market and upon its ability to access various credit facilities to fund its operations. As discussed under "-Macroeconomic, regulatory and other external factors could result in losses on your notes or reduce the market value or liquidity of your notes-Recent and future economic developments may adversely affect the performance of the leases and related leased vehicles and may result in reduced or delayed payments on your notes," the global credit and financial markets have recently experienced, and may continue to experience, significant disruption and volatility. If the sponsor's access to funding is reduced or if the sponsor's costs to obtain such funding significantly increases, the sponsor's business, financial condition and results of operations could be materially and adversely affected which could adversely affect the sponsor's ability to perform its obligations under the transaction documents, including as servicer.

Additionally, the ability of the servicer to perform its obligations under the transaction documents will depend, in part, on its ability to store, retrieve, process and manage substantial amounts of information. Any failure or interruption of the servicer's information systems or any third party information systems on which it relies as a result of inadequate or failed processes or systems, human errors, employee misconduct, catastrophic events, network outages, utility outages, electronic or physical infrastructure outages, external or internal security breaches, acts of vandalism, hardware or software failures, computer viruses, malware, ransomware, misplaced or lost data or other events could disrupt the servicer's normal operating procedures, could damage its reputation, could lead to significant costs to remediate and could have an adverse effect on its business, results of operations and financial condition.

From time to time, the servicer may update its servicing systems in order to improve operating efficiency, update technology and enhance customer services. In connection with any updates or transitions, the servicer has experienced, and in the future may experience, disruptions in servicing activities both during and following roll-out of the new servicing systems or platforms caused by, among other things, periods of system down-time and periods devoted to user training. These and other implementation-related difficulties may contribute to higher delinquencies, servicing inefficiencies, data processing issues, manual intervention to supplement or correct systems issues and the need for further updates to the servicing systems. It is not possible to predict with any degree of certainty all of the potential adverse consequences that may be experienced in connection with a failure or interruption of information systems, and any disruptions in servicing activities may have an adverse effect on your notes.

For example, PFS' servicing systems are fully hosted, end-to-end, with one service provider, defi AUTO, LLC ("defi"), which provides a software solution to PFS to carry out loan originations, funding and back-office and customer facing services. While defi has a multi-layered business continuity plan and PFS participates in yearly disaster recovery testing, due to PFS' reliance on defi, the adverse events described above relating to third party providers could impact defi and materially and adversely affect the servicer's business, financial condition and results of operation, as well as the servicer's ability to service the leases and the related leased vehicles, resulting in an increased risk of loss on the notes.

Further, many companies (including the servicer) have seen an increase in the number and range of cyber-attacks, which, if successful, could give rise to the loss of significant amounts of sensitive information and the disablement of the information technology systems used to service lessees on the leases and other lessees. The servicer may

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incur significant costs in attempting to protect against such attacks or remediate any vulnerability or resulting breach. If the servicer fails to effectively manage cyber-security risk or is required to devote significant resources towards doing so, this could materially and adversely affect its business, financial condition and results of operation, as well as the servicer's ability to service the leases and the related leased vehicles, resulting in an increased risk of loss on the notes.

Furthermore, if the origination trust becomes the subject of an insolvency proceeding, competing claims to ownership or security interests in the leases and related leased vehicles could arise. These claims, even if unsuccessful, could result in delays in payments on the notes. If successful, the attempt could result in losses or delays in payments to you or an acceleration of the repayment of the notes. See "-Macroeconomic, regulatory and other external factors could result in losses on your notes or reduce the market value or liquidity of your notes-Bankruptcy of the seller or the depositor could result in delays in payments or losses on your notes" below.

A security breach or a cyber-attack affecting PFS could adversely affect PFS' business, results of operations and financial condition, which could have an adverse effect on your notes.

PFS collects and stores certain personal and financial information from customers, employees, and other third parties. Security breaches or cyber-attacks involving PFS' systems or facilities, or the systems or facilities of third party providers, could expose PFS to a risk of loss of personal information of customers, employees and third parties or other confidential, proprietary or competitively sensitive information, business interruptions, regulatory scrutiny, actions and penalties, litigation, reputational harm, a loss of confidence, and other financial and non-financial costs, all of which could potentially have an adverse impact on PFS' future business with current and potential customers, results of operations and financial condition.

PFS relies on encryption and other information security technologies licensed from third parties to provide security controls necessary to help in securing online transmission of confidential information pertaining to customers, employees, and other aspects of PFS' business. Advances in information system capabilities, new discoveries in the field of cryptography or other events or developments may result in a compromise or breach of the technology that PFS uses to protect sensitive data. A party who can circumvent PFS' security measures by methods such as hacking, fraud, trickery, or other forms of deception could misappropriate proprietary information or cause interruption in PFS' operations. PFS may be required to expend capital and other resources to protect against such security breaches or cyber-attacks or to remediate problems caused by such breaches or attacks. PFS' security measures are designed to protect against security breaches and cyber-attacks, but PFS' failure to prevent such security breaches and cyber-attacks could subject PFS to liability, decrease PFS' profitability and damage PFS' reputation. Even if a failure of, or interruption in, PFS' systems or facilities is resolved timely or an attempted cyber incident or other security breach is avoided or thwarted, it may require PFS to expend substantial resources or to take actions that could adversely affect customer satisfaction or behavior and expose PFS to reputational harm. See also "-Adverse events with respect to PFS, its affiliates or third party providers to whom PFS outsources its activities could affect the timing of payments on your notes or adversely affect the market value or liquidity of your notes".

PFS could also be subjected to cyber-attacks that could result in slow performance and loss or temporary unavailability of PFS' information systems. Information security risks have increased because of new technologies, the use of the internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions, and the increased sophistication and activities of state-sponsored actors, organized crime, perpetrators of fraud, terrorists, and others. In addition, PFS may have increased cyber-security risks and increased vulnerability to security breaches and other information technology disruptions because of increased remote or hybrid work arrangements. PFS may not be able to anticipate or implement effective preventative measures against all security breaches of these types, especially because the techniques used change frequently and because attacks can originate from a wide variety of sources. The occurrence of any of these events could have a material adverse effect on PFS' business, results of operations and financial condition, could adversely affect PFS' ability to service the leases and related leased vehicles and perform its other obligations under the transaction agreements, and could have an adverse effect on your notes.

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PFS' data practices, including the collection, use, sharing, and security of personal and financial information of PFS' customers, employees, and third party individuals, are subject to increasingly complex, restrictive, and punitive laws and regulations.

Under current laws, the failure to maintain compliant data practices could result in consumer complaints and regulatory inquiry, resulting in civil or criminal penalties, as well as brand impact or other harm to PFS' business. In addition, increased consumer sensitivity to real or perceived failures in maintaining acceptable data practices could damage PFS' reputation and deter current and potential customers from using PFS' products and services. For example, well-publicized allegations involving the misuse or inappropriate sharing of personal information have led to expanded governmental scrutiny of practices relating to the safeguarding of personal information and the use or sharing of personal data by companies in the U.S. and other countries. That scrutiny has in some cases resulted in, and could in the future lead to, the adoption of stricter laws and regulations relating to the use and sharing of personal information. For example, some states have enacted, and others are considering enacting data protection regimes that grant consumers broad new rights including access to, deletion of, and limiting the sharing of personal information that is collected by businesses and requiring regulated entities to establish measures to identify, manage, secure, track, produce, update, and delete personal information. In some jurisdictions, these laws and regulations provide a private right of action that would allow customers to bring suit directly against PFS for certain violations of these laws and regulations. These types of laws and regulations could prohibit or significantly restrict financial services providers such as PFS from sharing information among affiliates or with third parties such as vendors, and thereby increase compliance costs, or could restrict PFS' use of personal data when developing or offering products or services to customers. These restrictions could inhibit PFS' development or marketing of certain products or services or increase the costs of offering them to customers. In addition, these laws are state specific and have specific details that are not uniform state-to-state. The cost of compliance with these laws and regulations will likely increase in the future. Any failure to comply with applicable privacy or data protection laws and regulations could result in requirements to modify or cease certain operations or practices, significant liabilities or fines, penalties, or other sanctions, which could adversely affect PFS' ability to service the leases and the related leased vehicles and perform its other obligations under the transaction agreements and could have an adverse effect on your notes.

Commingling of assets by the servicer could reduce or delay payments on the notes.

Subject to the satisfaction of certain conditions set forth in this prospectus, the servicer may be able to commingle funds relating to the transaction such as collections from the leases allocated to the Transaction SUBI and proceeds from the disposition of related leased vehicles sold at the end of their lease term or any repossessed related leased vehicles with its own funds during each Collection Period and may make a single deposit to the collection account on the business day prior to the day on which the funds are needed to make the required distributions to noteholders as further described under "Description of the Transaction Documents-Priority of Payments" in this prospectus. If such requirements are satisfied, the servicer will also deposit the aggregate reallocation payment for any leases reallocated from the Transaction SUBI into the collection account on the same date. Until these funds have been deposited into the collection account, the servicer may use and invest these funds at its own risk and for its own benefit and will not segregate them from its own funds. If the servicer were unable to remit such funds or if the servicer were to become a debtor under any insolvency laws, delays or reductions in distributions to you may occur.

You may experience delays or reduction in payments on your notes following a servicer replacement event and replacement of the servicer.

Upon the occurrence of a servicer replacement event, the origination trustee, acting at the direction of the indenture trustee, at the direction of holders of notes evidencing not less than 66²⁄₃% of the aggregate outstanding principal amount of the notes, will terminate the servicer. It may be expensive to transfer servicing to a successor servicer and a successor servicer may not be able to service the leases with the same degree of skill as the servicer. In addition, during the pendency of any servicing transfer or for some time thereafter, lessees may delay making their monthly payments or may inadvertently continue making payments to the predecessor servicer, potentially resulting in losses or delays in payments on the notes. Delays in payments on the notes and possible reductions in the amount of such payments could occur with respect to any cash collections held by the servicer at the time that the servicer becomes the subject of a bankruptcy or similar proceeding.

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Because the servicing fee is structured as a percentage of the aggregate Securitization Value, the fee the servicer receives each month will be reduced as the size of the portfolio of leases allocated to the Transaction SUBI decreases over time. At some point, the amount of the servicing fee payable to the servicer may be considered insufficient by a potential replacement servicer and it may be difficult to find a replacement servicer. Consequently, the time it takes to effect the transfer of servicing to a replacement servicer or the inability to locate a replacement servicer may result in the disruption of normal servicing activities, increased delinquencies and defaults on the leases and delays or reductions in payments on your notes.

MACROECONOMIC, REGULATORY AND OTHER EXTERNAL FACTORS COULD RESULT IN LOSSES ON YOUR NOTES OR REDUCE THE MARKET VALUE OR LIQUIDITY OF YOUR NOTES.

Recent and future economic developments may adversely affect the performance of the leases and related leased vehicles and may result in reduced or delayed payments on your notes.

A deterioration in economic conditions and certain economic factors, such as reduced business activity, high unemployment, interest rates, housing prices, energy prices (including the price of gasoline and high energy prices), increased consumer indebtedness (including of lessees on the leases), lack of available credit, the rate of inflation (such as the recent increase in inflation) and consumer perceptions of the economy, tariffs, as well as other factors, such as terrorist events, civil unrest, armed conflicts, military conflicts, cyber-attacks, public health emergencies, extreme weather conditions or significant changes in the political environment and/or public policy, including increased state, local or federal taxation, could adversely affect the ability and willingness of lessees to meet their payment obligations under the leases. The issuing entity's ability to make payments on the notes could be adversely affected if lessees were unable to make timely payments or if the servicer elected to, or was required to, implement forbearance programs for lessees.

The United States has in the past experienced, and may in the future experience, a recession or period of economic contraction or volatility. The outlook for the U.S. economy remains uncertain, and it is currently unclear whether the United States is experiencing, or soon will experience, a recession. Recently, rapidly rising inflation and related economic policies have caused periods of economic contraction that may be prolonged, or economic conditions may worsen. Periods of economic slowdown or recession are often characterized by high unemployment and diminished availability of credit, generally resulting in increases in delinquencies, defaults, repossessions and losses on motor vehicle leases.

Further, periods of economic slowdown may also be accompanied by temporary or prolonged decreased consumer demand for motor vehicles and declining CPO and used vehicle prices. Significant increases in the inventory of CPO and used vehicles during periods of economic slowdown or recession may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales.

All of these factors could result in reduced or delayed payments on your notes. If an economic downturn is experienced for a prolonged period of time, it is expected that delinquencies will increase and losses on the leases could increase, which could result in losses on your notes.

An improvement in economic conditions could result in prepayments by the lessees of their payment obligations under the leases, either because lessees elect to make payments more frequently or in larger-than-required amounts or because lessees turn in the leased vehicles more frequently in connection with the purchase of new vehicles or entry into a new lease with a new leased vehicle. As a result, you may receive principal payments of your notes earlier than anticipated, which could reduce the return on your notes.

Failure to comply with consumer protection laws may result in losses on your investment in the notes.

Federal and state consumer protection laws, including the federal Consumer Leasing Act of 1976 and Regulation M enforced by the CFPB (as defined below), impose requirements on retail lease contracts such as the leases to be allocated to the Transaction SUBI. The failure by the origination trust or a Center to comply with these requirements may give rise to liabilities on the part of the origination trust or the issuing entity (as owner of the Transaction SUBI Certificate). Further, many states have adopted "lemon laws" that provide vehicle users certain rights with respect to substandard vehicles. A successful claim under a lemon law could result in, among other things, the termination of the related lease and/or the requirement that a portion of payment previously paid by the lessee be refunded.

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The seller may be obligated to reallocate from the Transaction SUBI any lease that fails to comply with federal and state consumer protection laws. To the extent that the seller fails to make (or is not required to make) such a reallocation, or to the extent that a court holds the issuing entity liable for violating consumer protection laws regardless of such a reallocation, a failure to comply with consumer protection laws could result in fines or other liability for the origination trust or the issuing entity, including as described in "-Federal or state regulatory reform could have a significant impact on the servicer, the sponsor, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes." For a discussion of federal and state consumer protection laws which may affect the leases, you should refer to "Additional Legal Aspects of the Leases and Leased Vehicles-Consumer Protection Laws" in this prospectus.

The application of the Servicemembers Civil Relief Act and similar state laws may lead to delays in payment or losses on your notes.

The federal Servicemembers Civil Relief Act and similar state laws may provide relief to lessees who enter active military service and to lessees in reserve status who are called to active duty after the originations of their leases. On July 29, 2022, the CFPB (as defined below) and the Department of Justice sent a notification letter to auto lending and leasing companies reminding them of the protections offered to servicemembers and their dependents under the Servicemembers Civil Relief Act. The Servicemembers Civil Relief Act provides that under some circumstances the lessor may not terminate the lease contract for breach of the terms of the contract, including non-payment. Furthermore, under the Servicemembers Civil Relief Act, a lessee may terminate a lease of a vehicle at any time after commencement of active duty if (i) the lease is executed by or on behalf of a person who subsequently enters military service under a call or order specifying a period of not less than 180 days; (ii) the lessee, while in the military, executes a lease contract for a vehicle and thereafter receives military orders for a permanent change of station outside of the continental United States or for deployment for active duty for a period of not less than 180 days; or (iii) the lessee, while in military service executes a lease upon receipt of military orders, and thereafter receives a stop movement order in response to a local, national, or global emergency, effective for an indefinite period or for a period of not less than 30 days, which prevents the lessee or the lessee's dependents, from using the vehicle for personal or business transportation. No early termination charges may be imposed on the lessee for such termination. No information can be provided as to the number of leases that may be affected by these laws. In addition, these laws may impose limitations that would impair the ability of the servicer to repossess the vehicle for a defaulted lease during the related lessee's period of active duty and, in some cases, may require the servicer to extend the maturity of the lease contract and readjust the payment schedule for a period of time after the completion of the lessee's military service. If a lessee's obligation to make lease payments is adjusted or extended, or if the lease is terminated early and no early termination charge is imposed, the servicer will not be required to advance those amounts. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on the notes.

Because the Servicemembers Civil Relief Act and similar state legislation apply to lessees who enter military service after origination, no information can be provided as to the number of leases allocated to the Transaction SUBI that may be affected by the Servicemembers Civil Relief Act or similar state legislation.

For more information regarding the effect of the Servicemembers Civil Relief Act and other similar legislation, you should refer to "Additional Legal Aspects of the Leases and the Leased Vehicles-Servicemembers Civil Relief Act" in this prospectus.

Federal or state regulatory reform could have a significant impact on the servicer, the sponsor, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes.

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") was signed into law. The Dodd-Frank Act is extensive and significant legislation that, among other things, created a framework for the liquidation of certain bank holding companies and other nonbank financial companies and certain of their subsidiaries in the event such a company is in default or in danger of default and the resolution of such a company under other applicable law would have serious adverse effects on financial stability in the United States, and created the Bureau of Consumer Financial Protection, known as the Consumer Financial Protection Bureau (the "CFPB"), an agency responsible for, among other things, administering and enforcing the laws and regulations for consumer financial products and services and conducting examinations of large banks and their affiliates for purposes of assessing compliance with the requirements of consumer financial laws.

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The Dodd-Frank Act impacts the offering, marketing and regulation of consumer financial products and services offered by financial institutions. The CFPB has supervision, examination and enforcement authority over the consumer financial products and services of certain non-depository institutions and large insured depository institutions and their respective affiliates. The CFPB has supervisory, examination and enforcement authority over certain non-depository institutions, including those entities that are larger participants of a market for consumer financial products or services, as defined by rule. On August 7, 2025, the CFPB issued an advance notice of proposed rulemaking seeking information to assist in its consideration of whether to propose a rule to amend the test for determining larger participants in the automobile financing market. Comments were due on or before September 22, 2025. PFS is subject to the CFPB's supervision with respect to PFS' compliance with applicable consumer protection laws. Expanded CFPB jurisdiction over PFS' business may increase compliance costs and regulatory risks. There is considerable uncertainty as to the operating status of federal agencies and the future policies that the current U.S. administration may pursue in areas impacting financial regulation and consumer protection. Federal consumer financial regulation is in a period of extended transition for a variety of reasons, including that nominations for federal agency leadership are pending before the U.S. Senate, executive orders impacting the operations of federal agencies are being issued (with uncertainty around the scope of their application and timing of their implementation), and reductions of personnel are occurring across federal agencies. Many of the current U.S. administration's executive orders are being challenged in court, with initial requests for injunctions being granted, denied, or extended, and the ultimate resolution of the legality of the executive orders is expected to take an extended period of time. Further, in pending litigation challenges to rules, federal agencies have sought to suspend or dismiss the litigation in some cases, and in other cases have not yet taken action. The outlook is similarly uncertain as to pending enforcement cases. It is also uncertain how other federal and state regulators will respond to any changes at the CFPB, which may include increasing or decreasing enforcement activity.

Compliance with the implementing regulations under the Dodd-Frank Act and the oversight of the SEC, CFPB or other government entities, as applicable, has imposed costs on, created operational constraints for, and placed limits on pricing of consumer products with respect to finance companies such as the sponsor. Therefore, requirements imposed by the Dodd-Frank Act may have a significant future impact on the servicing of the leases, or on the regulation and supervision of the servicer, the sponsor, the depositor, the issuing entity and/or their respective affiliates.

The CFPB has successfully asserted the power to investigate and bring enforcement actions directly against securitization special purpose entities. On December 13, 2021, in an action brought by the CFPB, the U.S. District Court for the District of Delaware denied a motion to dismiss filed by securitization trusts by holding that the trusts are "covered persons" under the Dodd-Frank Act because they engage in the servicing of loans, even if through servicers and subservicers. CFPB v. Nat'l Collegiate Master Student Loan Trust, No. 1:17-cv-1323-SB (D. Del.). On February 11, 2022, the district court granted the defendant trusts' motion to certify that order for an immediate interlocutory appeal and stayed the case pending resolution of any appeal. On April 29, 2022, the Third Circuit Court of Appeals granted the defendant trusts' petition for an interlocutory appeal. On May 17, 2023, the Third Circuit Court of Appeals heard oral arguments in connection with the appeal. On March 19, 2024, the Third Circuit Court of Appeals issued its decision on the interlocutory appeal holding that the defendant trusts are "covered persons" under the Dodd-Frank Act and subject to the CFPB's enforcement authority. On May 3, 2024, the defendant trusts filed a petition for a rehearing and rehearing en banc with the Third Circuit Court of Appeals. This petition was denied by the Third Circuit Court of Appeals on May 21, 2024. On August 16, 2024, the defendant trusts filed a petition for a writ of certiorari to the U.S. Supreme Court, which was denied on December 16, 2024. On January 16, 2025, the CFPB announced a proposed settlement of the action with the defendant trusts. On April 25, 2025, the CFPB agreed to voluntarily dismiss the case with prejudice. Despite the dismissal of the case, the CFPB and state regulators and attorneys general, who have independent authority to enforce the Dodd-Frank Act, may rely on the prior court decision in the future as precedent in investigating and bringing enforcement actions against other trusts, including the issuing entity.

In addition, on May 6, 2024, the CFPB filed a separate complaint against the National Collegiate Student Loan Trusts ("NCSL Trusts"), as well as the Pennsylvania Higher Education Assistance Agency ("PHEAA"), the primary student loan servicer for active student loans held by the NCSL Trusts, as part of a settlement with the NCSL Trusts and PHEAA. The CFPB alleged multi-year servicing failures by the defendants, including failure to respond to borrower requests, failure to provide accurate information to borrowers and incorrectly denied forbearance requests. The CFPB also filed proposed final judgments, to which the NCSL Trusts and PHEAA agreed, that, once entered by the court, would require the NCSL Trusts and PHEAA to pay $400,000 and $1.75 million in penalties, respectively, and to pay an additional $3 million in redress to affected borrowers, to be allocated by agreement between PHEAA and the NCSL Trusts. Additionally, under the proposed final judgements and orders, the defendant trusts agreed to correct outstanding requests by borrowers and the NCSL Trusts agreed to modify their servicing guidelines to address the CFPB's allegations. On June 21, 2024, a third party, on behalf of the investment vehicle that holds notes issued by the NCSL Trusts, filed a proposed objection to the proposed consent orders and a motion to intervene. This motion to intervene was granted on September 19, 2024, but the court overruled the objection on October 1, 2024. On January 3, 2025, the court agreed to stay the effectiveness of the settlement pending an appeal of its objection. The Third Circuit referred the appeal to the circuit mediator on January 29, 2025, and on August 12, 2025, the parties filed a motion for partial remand. In that motion, the parties stated that, after participation in the Third Circuit's mediation program, they had agreed to the terms of a proposed settlement and that a condition of that settlement is that the District Court grant a motion to partially vacate or modify the stipulated judgments previously entered by the District Court.

In February 2022, the CFPB also issued a compliance bulletin stating its position that automobile loan and lease holders and servicers are responsible for ensuring that their repossession-related practices, and the practices of their service providers, do not violate applicable law, and the CFPB also described its intention to hold loan and lease holders and servicers liable for unfair, deceptive, or abusive acts or practices related to the repossession of automobiles. This compliance bulletin was subsequently withdrawn by the CFPB on May 12, 2025.

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In addition, the framework for the liquidation of "covered financial companies" or their "covered subsidiaries" may apply to the sponsor or its nonbank affiliates, the issuing entity, the origination trust or the depositor, and, if it were to apply, may result in a repudiation of any of the transaction documents where further performance is required or an automatic stay or similar power preventing the indenture trustee or other transaction parties from exercising their rights. This repudiation power could also affect the transfer of the Transaction SUBI Certificate pursuant to the transaction documents as further described under "Additional Legal Aspects of the Origination Trust and the Transaction SUBI-Dodd-Frank Orderly Liquidation Framework-FDIC's Repudiation Power under OLA" in this prospectus. Application of this framework could materially adversely affect the timing and amount of payments of principal and interest on your notes.

On December 12, 2023, the FTC issued a final rule that would have (i) prohibited motor vehicle dealers from making certain misrepresentations in the course of selling, leasing, or arranging financing for motor vehicles, (ii) required accurate pricing disclosures in dealers' advertising and sales discussions, (iii) required dealers to obtain consumers' express, informed consent for charges, (iv) prohibited the sale of any add-on product or service that confers no benefit to the consumer, and (v) require dealers to keep records of advertisements and customer transactions. The final rule had an effective date of July 30, 2024, but the FTC subsequently issued an order postponing the effective date while a legal challenge against the final rule was pending. On January 27, 2025, the Fifth Circuit Court of Appeals held that the final rule was invalid on procedural grounds and vacated the final rule. At this stage, it is unknown whether the final rule will be reproposed or if this ruling will be appealed.

Further, changes to the regulatory framework in which PFS operates, including, for example, laws or regulations enacted to address the potential impacts of climate change (including laws which may adversely impact the auto industry in particular as a result of efforts to mitigate the factors contributing to climate change) or laws, regulations, executive orders or other guidance enacted in response to a public health emergency, increased inflation or a period of economic contraction or volatility could have a significant impact on the servicer, the sponsor, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes.

Bankruptcy of the seller or the depositor could result in delays in payments or losses on your notes.

Following a bankruptcy or insolvency of the seller or the depositor, a court could conclude that the Transaction SUBI certificate is owned by the seller or the depositor, respectively, instead of the issuing entity. This conclusion could be because the court found that any transfer of the Transaction SUBI Certificate from the seller to the depositor or from the depositor to the issuing entity was not a true sale or because the court found that the seller, the depositor or the issuing entity should be treated as the same entity as the seller or the depositor, respectively, for bankruptcy purposes. If this were to occur, you could experience delays in payments due to you or you may not ultimately receive all amounts due to you as a result of:

Bankruptcy of the issuing entity could result in delays in payments or losses on your notes.

If the issuing entity becomes subject to bankruptcy proceedings, you could experience losses or delays in the payments on your notes as a result of, among other things, the "automatic stay," which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the court, and provisions of the Bankruptcy Code that permit substitution of collateral in limited circumstances.

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Financial market disruptions, including as a result of global events, and the absence of a secondary market for the notes could limit your ability to resell your notes.

The securities will not be listed on any securities exchange. If you want to sell your notes you must locate a purchaser that is willing to purchase those notes. The underwriters intend to make a secondary market for the notes. The underwriters will do so by offering to buy the notes from investors that wish to sell. However, the underwriters will not be obligated to make offers to buy the notes or otherwise make a market for any class of notes, and may stop making offers at any time. Further, the underwriters and other broker-dealers may be unable, unwilling or restricted from making a market in the notes due to regulatory requirements or otherwise. A market for the offered notes may not develop, or if one does develop, it may not continue or provide sufficient liquidity. In addition, the prices offered, if any, may not reflect prices that other potential purchasers would be willing to pay, were they to be given the opportunity. In addition, because the offered notes will be in book-entry form, this may reduce their liquidity in the secondary market since certain potential investors may be unwilling to purchase notes for which they cannot obtain physical notes.

Additionally, events in the domestic and global financial markets (including rising inflation and potential instability and volatility as a result of global political and economic events) could affect the performance or market value of your notes and your ability to sell your notes in the secondary market. Recent and continuing events in such markets have caused, and may again cause, a significant reduction in liquidity in the secondary market for asset-backed securities. Such illiquidity can have a severely adverse effect on the prices of securities that are especially sensitive to prepayment, credit or interest rate risk, such as the notes. As a result, you may not be able to sell your notes when you want to do so or you may not be able to obtain the price that you wish to receive.

[Insert disclosure related to any material risks related to tariffs, if applicable.]

THE ISSUING ENTITY HAS ISSUED MULTIPLE CLASSES OF NOTES, AND YOUR NOTES MAY BE MORE SENSITIVE TO LOSSES, BE AFFECTED BY CONFLICTS OF INTEREST BETWEEN CLASSES AND HAVE REDUCED LIQUIDITY OR VOTING POWER BECAUSE OF AN UNKNOWN [ALLOCATION OR] RETENTION OF NOTES.

Subordination of certain classes of notes means that those classes are more sensitive to losses on the Included Units and your share of losses may not be proportional.

As described under "The Notes-Payments of Principal", principal payments on the notes generally will be made to the holders of the notes sequentially so that no principal will be paid on any class of notes until each class of notes with an earlier final scheduled payment date has been paid in full. Additionally, after an event of default and acceleration of the notes, principal on more senior classes of notes will be paid in full prior to principal payments on more junior classes of notes. As a result, a class of notes having a later final scheduled payment date is more likely to suffer the consequences of delinquent payments and defaults on the Included Units than the classes of notes having earlier final scheduled payment dates.

Further, if there are insufficient amounts available to pay all classes of notes the amounts they are owed on any payment date or following an acceleration of the notes, delays in payments or losses will be suffered by the most junior outstanding class or classes of notes even as payment is made in full to more senior classes of notes.

[There may be a conflict of interest among classes of notes.

As described elsewhere in this prospectus, the holders of the most senior class of notes then outstanding will make certain decisions with regard to treatment of defaults by the servicer, acceleration of payments on the notes following an event of a default under the indenture and certain other matters, such as a sale of the Transaction SUBI after an event of default under some circumstances. See "The Indenture-Rights Upon Event of Default" in this prospectus. Because the holders of more senior classes of notes will have different interests than holders of more junior classes of notes when it comes to these matters, you may find that courses of action determined by other noteholders do not reflect your interests but that you are nonetheless bound by the decisions of these other noteholders.]

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[The failure to pay interest on the subordinated classes of notes is not an event of default, and the failure to make principal payments on any notes will generally not result in an event of default until the applicable final scheduled payment date.

The indenture provides that failure to pay interest when due on the outstanding subordinated class or classes of notes - for example, for so long as any of the Class A notes are outstanding, the Class B notes - will not be an event of default under the indenture. Under these circumstances, the holders of the subordinated classes of notes which are not the Controlling Class will not have any right to declare an event of default, to cause the maturity of the notes to be accelerated or to direct or consent to any remedial action under the indenture.

The amount of principal required to be paid to investors prior to the applicable final scheduled payment date set forth in this prospectus generally will be limited to amounts available for that purpose. Therefore, the failure to pay principal of a note generally will not result in an event of default under the indenture until the applicable final scheduled payment date or redemption date for the related class of notes.]

The market value, liquidity and voting power of your notes may be adversely impacted by retention of the notes by the depositor or its affiliates [or by the unknown aggregate initial principal amount of the notes] [and the unknown allocation of Class A-2 notes.]

The depositor, or an affiliate of the depositor, initially may retain all or a portion of one or more classes of notes on the closing date. As a result, the market for such a retained class of notes may be less liquid than would otherwise be the case and, if any retained notes are subsequently sold in the secondary market, it could reduce demand for notes of that class already in the market, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. Additionally, if any retained notes are subsequently sold in the secondary market, the voting power of the noteholders of the outstanding notes may be diluted.

[Whether the issuing entity will issue notes with an aggregate initial principal amount of $[ ] or $[ ] is not expected to be known until the day of pricing. PFS will make the determination regarding the aggregate initial principal amount of the notes based on, among other considerations, market conditions at the time of pricing. The size of a class of notes may affect liquidity of that class, with smaller classes being less liquid than a larger class may be. In addition, if your class of notes is larger than you expected, then you will hold a smaller percentage of that class of notes and the voting power of your notes will be diluted.]

[The allocation of the aggregate initial principal amount between the Class A-2a notes and the Class A-2b notes will be determined no later than the day of pricing, although PFS has determined, as part of its management of floating rate risk, that the initial principal amount of the Class A-2b notes will not exceed $[  ]. Consequently, the allocation of the aggregate initial principal amount between the Class A-2a notes and the Class A-2b notes may result in any number of possible allocation scenarios, including a scenario in which the entire principal amount of the Class A-2 notes is allocated to the fixed rate Class A-2a notes and none of the amount balance is allocated to the floating rate Class A-2b notes. Therefore, investors should not expect further disclosure of these matters prior to their entering into commitments to purchase these classes of notes.

As the allocated principal amount of the floating rate Class A-2b notes is increased (relative to the corresponding Class A-2a fixed rate notes), there will be a greater amount of floating rate securities issued by the issuing entity, and therefore the issuing entity will have a greater exposure to increases in the floating rate payable on the floating rate notes. For more information on the risks associated with the issuance of floating rate notes, please see "-The issuing entity may issue floating rate notes, but the issuing entity will not enter into any interest rate swaps and you may suffer losses on your notes if interest rates rise" below.

In addition, the maximum aggregate initial principal amount of Class A-2b notes is equal to $[  ]. The division of the aggregate initial principal amount of the Class A-2 notes between the Class A-2a notes and the Class A-2b notes may result in one of such classes being issued in only a very small principal amount, which may reduce the liquidity of such class of notes.]

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RISKS RELATED TO THE ISSUANCE OF A FLOATING RATE CLASS OF NOTES AND THE UNCERTAINTY REGARDING [THE SOFR RATE][INSERT OTHER BENCHMARK RATE] COULD ADVERSELY AFFECT THE ABILITY OF THE ISSUING ENTITY TO MAKE PAYMENTS AND THE RETURN ON YOUR NOTES.

[SOFR][Insert Other Benchmark Rate] is a relatively new reference rate and its composition and characteristics are not the same as [LIBOR][SOFR].

The secured overnight financing rate published for any day by the Federal Reserve Bank of New York ("FRBNY") (or a successor administrator), as the administrator of the benchmark, on the FRBNY's website (or such successor administrator's website) (such rate, "SOFR") is a relatively new interest rate index and may not become widely established in the market or could eventually be eliminated. Further, the way that SOFR, including any market accepted adjustments to SOFR, are determined may change over time.

SOFR is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities, and has been published by the FRBNY since April 2018. SOFR is calculated as a volume-weighted median of transaction-level tri-party repo data collected from The Bank of New York Mellon as well as General Collateral Finance Repo transaction data and data on bilateral Treasury repo transactions cleared through The Fixed Income Clearing Corporation's delivery-versus-payment service. The FRBNY notes that it obtains information from DTCC Solutions LLC, an affiliate of DTCC. The FRBNY states on its publication page for SOFR that the use of SOFR is subject to important limitations and disclaimers, including that the FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice.

SOFR is published by the FRBNY based on data received from sources outside of the sponsor and the issuing entity's control or direction and neither the sponsor nor the issuing entity has control over its determination, calculation or publication. The activities of the FRBNY may directly affect prevailing SOFR rates in ways the issuing entity is unable to predict. There can be no guarantee that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of the holders in the Class A-2b notes. Potential investors should not rely on any historical changes or trends in SOFR as an indicator of future changes or trends in SOFR. If the manner in which SOFR is calculated is changed or if SOFR is discontinued, that change or discontinuance may result in a reduction of the amount of interest payable on and the trading prices of the Class A-2b notes.

The FRBNY began to publish SOFR in April 2018. The FRBNY has also been publishing historical indicative secured overnight financing rates going back to 2014. Investors should not rely on any historical changes or trends in SOFR as an indicator of future changes or trends in SOFR. As an overnight lending rate, SOFR may be subject to higher levels of volatility relative to other interest rate benchmarks. Also, since SOFR is a relatively new market index, the Class A-2b notes may not have an established trading market when issued, and an established trading market may not develop or may not provide significant liquidity. Market terms for the Class A-2b notes, such as the spread over the rate reflected in interest rate provisions, may evolve over time, and trading prices of the Class A-2b notes may be lower than those of later-issued notes with interest rates based on SOFR as a result. Similarly, if SOFR does not become widely adopted for securities like the Class A-2b notes, the trading prices of the Class A-2b notes may be lower than those of securities like the Class A-2b notes linked to indices that are more widely used. Investors in the Class A-2b notes may not be able to sell the Class A-2b notes at all or may not be able to sell the Class A-2b notes at prices that will provide them with yields comparable to those of similar investments that have a developed secondary market, and may consequently experience increased pricing volatility and market risk.

Due to the emerging and developing adoption of SOFR as an interest rate index, investors who desire to obtain financing for their Class A-2b notes may have difficulty obtaining any credit or credit with satisfactory interest rates, which may result in lower leveraged yields and lower secondary market prices upon the sale of the Class A-2b notes.

The use of SOFR may present additional risks that could adversely affect the value of and return on the Class A-2b notes. In contrast to other indices, SOFR may be subject to direct influence by activities of the FRBNY, which activities may directly affect prevailing SOFR rates in ways the issuing entity is unable to predict.

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[The composition and characteristics of SOFR are not the same as those of London interbank offered rate ("LIBOR") and other floating interest benchmark rates. SOFR is different from LIBOR as: first, SOFR is a secured rate, while LIBOR is an unsecured rate, and second, SOFR is an overnight rate, while LIBOR is a synthetic rate determined by using a methodology intended to approximate the rate that would have been calculated by reference to interbank submissions of different maturities (e.g., three months). Additionally, since the initial publication of SOFR, daily changes in SOFR have, on occasion, been more volatile than daily changes in other benchmark or market rates, such as LIBOR. Although changes in [compounded SOFR][term SOFR][SOFR in arrears][insert other benchmark], which is used to determine the [SOFR Rate][Insert Other Benchmark Rate], generally are not expected to be as volatile as changes in daily levels of SOFR, the return on and value of the Class A-2b notes may fluctuate more than floating rate debt securities that are linked to less volatile rates. As a result, there can be no assurance that SOFR will perform in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, market volatility or global or regional economic, financial, political, regulatory, judicial or other events.][Insert discussion of how [Insert Other Benchmark Rate] is different than previously utilized rates, if applicable.]

[Any failure of [SOFR][Insert Other Benchmark Rate] to gain market acceptance could adversely affect the Class A-2b notes.

According to the Alternative Reference Rates Committee, SOFR was developed for use in certain U.S. dollar derivatives and other financial contracts as an alternative to LIBOR in part because it is considered a representation of general funding conditions in the overnight U.S. Treasury repurchase agreement market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not measure bank-specific credit risk and, as a result, is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that market participants would not consider SOFR a suitable replacement or successor for all of the purposes for which LIBOR historically has been used (including, without limitation, as a representation of the unsecured short-term funding costs of banks), which may, in turn, lessen market acceptance of SOFR. Any failure of SOFR to gain wide market acceptance could adversely affect the return on and value of the Class A-2b notes and the price at which investors can sell the Class A-2b notes in the secondary market.

Since SOFR is a relatively new market index, the Class A-2b notes may not have an established trading market when issued, and an established trading market may not develop or may not provide significant liquidity. Market terms for the Class A-2b notes, such as the spread over the rate reflected in interest rate provisions, may evolve over time, and trading prices of the Class A-2b notes may be lower than those of later-issued notes with interest rates based on SOFR as a result. Relatively limited market precedent exists for securities that use SOFR as the interest rate and the method for calculating an interest rate based upon SOFR in those precedents varies. Similarly, if SOFR does not become widely adopted for securities like the Class A-2b notes or the specific formula for the [compounded SOFR rate][term SOFR rate][SOFR in arrears][Insert Other Benchmark Rate] used in the Class A-2b notes may not be widely adopted by other market participants, the trading prices of the Class A-2b notes may be lower than those of securities like the Class A-2b notes linked to indices that are more widely used. Investors in the Class A-2b notes may not be able to sell the Class A-2b notes at all or may not be able to sell the Class A-2b notes at prices that will provide them with yields comparable to those of similar investments that have a developed secondary market, and may consequently experience increased pricing volatility and market risk.]

[A decrease in [SOFR], including a negative [SOFR Rate][Insert Other Benchmark Rate], would reduce the rate of interest on the Class A-2b notes.

The interest rate to be borne by the Class A-2b notes is based on a spread over the [SOFR Rate][Insert Other Benchmark Rate], which is based on [compounded SOFR] or, if the administrator determines prior to the relevant reference time that a benchmark transition event and its related benchmark replacement event have occurred, upon the applicable benchmark replacement.

Changes in SOFR or such benchmark replacement will affect the rate at which the Class A-2b notes accrue interest and the amount of interest payments on the Class A-2b notes. Any decrease in the [SOFR Rate][Insert Other Benchmark Rate] or such benchmark replacement will lead to a decrease in the Class A-2b notes interest rate. To the extent that the [SOFR Rate][Insert Other Benchmark Rate] decreases below 0.00% for any interest period, the rate at which the Class A-2b notes accrue interest for such interest period will be reduced by the amount by which the [SOFR Rate][Insert Other Benchmark Rate] is negative; provided that the interest rate on the Class A-2b notes for

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any interest period will not be less than 0.00%. A negative [SOFR Rate][Insert Other Benchmark Rate] could result in the interest rate applied to the Class A-2b notes decreasing to 0.00% for the related interest period.]

[The issuing entity may issue floating rate notes, but the issuing entity will not enter into any interest rate swaps or interest rate caps and you may suffer losses on your notes if interest rates rise.

The leases and related leased vehicles to be allocated to the Transaction SUBI on the closing date will bear interest at a fixed rate, while the floating rate notes, if any, will bear interest at a floating rate, initially, based on the [SOFR Rate][Insert Other Benchmark Rate] plus an applicable spread. Even though the issuing entity may issue floating rate notes, it will not enter into any interest rate swaps or interest rate caps in connection with the issuance of the notes.

If the interest rate payable on the Class A-2b notes increases due to an increase in the [SOFR Rate][Insert Other Benchmark Rate] to the point where the amount of interest and principal due on the notes, together with other fees and expenses payable by the issuing entity, exceeds the amount of collections and other funds available to the issuing entity to make such payments, the issuing entity may not have sufficient funds to make payments on the notes. If the issuing entity does not have sufficient funds to make such payments, you may experience delays or reductions in the interest and principal payments on your notes.

If market interest rates rise or other conditions change materially after the issuance of the notes and certificate, you may experience delays or reductions in interest and principal payments on your notes. The issuing entity will make payments on the floating rate notes out of its generally available funds-not solely from funds that are dedicated to the floating rate notes. Therefore, an increase in interest rates would reduce the amounts available for distribution to holders of all notes, not just the holders of the floating rate notes, and a decrease in interest rates would increase the amounts available to the holders of all notes.]

[Risks related to [compounded] SOFR.

The FRBNY began to publish, in March 2020, compounded averages of SOFR, which are used to determine compounded SOFR. It is possible that there will be limited interest in securities products based on compounded SOFR, or in the implementations of compounded SOFR with respect to the Class A-2b notes. As a result, you should consider whether any future reliance on compounded SOFR may adversely affect the market values and yields of the Class A-2b notes due to potentially limited liquidity and resulting constraints on available hedging and financing alternatives.

The interest rate on the Class A-2b notes will be based on the [SOFR Rate][Insert Other Benchmark Rate]. The [SOFR Rate][Insert Other Benchmark Rate] will be based on [compounded] SOFR. The administrator may, from time to time, in its sole discretion, make conforming changes (i.e., technical, administrative or operational changes) without the consent of noteholders or any other party, which could change the methodology used to determine the [SOFR Rate][Insert Other Benchmark Rate]. The issuing entity can provide no assurance that the methodology to calculate compounded SOFR will not be adjusted as described in the prior sentence and, if so adjusted, that the resulting interest rate will yield the same or similar economic results over the term of the Class A-2b notes relative to the results that would have occurred had the interest rates been based on compounded SOFR without such adjustment or that the market value will not decrease due to any such adjustment in methodology. The administrator will have significant discretion in making SOFR conforming changes. Holders of Class A-2b notes will not have any right to approve or disapprove of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations.

You should carefully consider the foregoing uncertainties prior to investing in the notes. In general, events related to SOFR and alternative reference rates may adversely affect the liquidity, market value and yield of your Class A-2b notes.]

[Changes to or elimination of [SOFR] or the determinations made by the administrator may adversely affect the Class A-2b notes.

The FRBNY publishes [SOFR] based on data received by it from sources other than the calculation agent or the sponsor, and neither the calculation agent nor the sponsor has control over its calculation methods, publication

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schedule, rate revision practices or availability of [SOFR] at any time. There can be no guarantee, particularly given its relatively recent introduction, that [SOFR] will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in the Class A-2b notes. If the manner in which [SOFR] is calculated, is changed, that change may result in a reduction in the amount of interest payable on the Class A-2b notes and the trading prices of the Class A-2b notes.

In certain circumstances, as described under "The Notes-Calculation of Floating Rate Interest-Effect of Benchmark Transition Event", if the administrator has determined prior to the relevant reference time that a benchmark transition event and its related benchmark replacement date have occurred, the [SOFR Rate][Insert Other Benchmark Rate] may cease to be based upon [SOFR] and instead be based upon the benchmark replacement.

If the administrator determines that a benchmark transition event and its related benchmark replacement date have occurred in respect of [SOFR], then the interest rate of the Class A-2b notes will no longer be determined by reference to [SOFR], but instead will be determined by reference to the benchmark replacement. The alternative rate of interest on the Class A-2b notes will be determined in the following order: (a) based on the alternative rate of interest that has been selected or recommended by the Relevant Governmental Body, (b) based on an ISDA fallback rate and (c) based on an alternative rate selected by the administrator, in each case, together with any benchmark replacement adjustment. In addition, the terms of the Class A-2b notes expressly authorize the administrator to make benchmark replacement conforming changes. If a particular benchmark replacement or related benchmark replacement adjustment cannot, in the sole discretion of the administrator, be determined (including because such benchmark replacement or related benchmark replacement adjustment is deemed not to be administratively feasible), then the next-available benchmark replacement or related benchmark replacement adjustment will apply.

The determination of a benchmark replacement, the calculation of the interest rate on the Class A-2b notes by reference to a benchmark replacement (including the application of a benchmark replacement adjustment), any implementation of benchmark replacement conforming changes and any other determinations, decisions or elections that may be made under the terms of the Class A-2b notes in connection with a benchmark transition event, could adversely affect the value of the Class A-2b notes, the return on the Class A-2b notes and the price at which Class A-2b noteholders can sell such Class A-2b notes.

Additionally, the issuing entity cannot anticipate how long it will take the calculation agent to develop the systems and processes necessary to adopt a specific benchmark replacement, which may delay and contribute to uncertainty and volatility surrounding any benchmark transition.

The administrator will have significant discretion with respect to certain elements of the related benchmark replacement process, including determining whether a benchmark transition event and its related benchmark replacement date have occurred, determining which related benchmark replacement is available, determining the earliest practicable index determination date for using the related benchmark replacement, determining related benchmark replacement adjustments (if not otherwise determined by the applicable governing bodies or authorities) and making related benchmark replacement conforming changes (including potential changes affecting the business day convention and index determination date). Holders of Class A-2b notes will not have any right to approve or disapprove of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations. If the administrator, in its sole discretion, determines that an alternative index is not administratively feasible, including as a result of technical, administrative or operational issues, then such alternative index will be deemed to be unable to be determined as of such date. The administrator may determine an alternative to not be administratively feasible even if such rate has been adopted by other market participants in similar products and any such determination may adversely affect the return on the Class A-2b notes, the trading market and the value of the Class A-2b notes.

The issuing entity cannot predict if [SOFR] will be eliminated, or, if changes are made to [SOFR], the effect of those changes. In addition, the issuing entity cannot predict what alternative index would be chosen, should this occur. If SOFR in its current form does not survive or if an alternative index is chosen, the market value and/or liquidity of the Class A-2b notes could be adversely affected.]

If an alternative method or index is designated in place of SOFR for the Class A-2b notes, the U.S. federal income tax consequences of such a benchmark replacement are uncertain. If such a replacement constituted a "significant modification" of the Class A-2b notes under Treasury Regulation section 1.1001-3, the replacement may result in a

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deemed taxable exchange of the Class A-2b notes and the realization of gain or loss, as well as other corollary tax consequences.

The issuing entity cannot predict if [SOFR] will be eliminated, or, if changes are made to [SOFR], the effect of those changes. In addition, the issuing entity cannot predict what alternative index would be chosen, should this occur. If SOFR in its current form does not survive or if an alternative index is chosen, the market value and/or liquidity of the Class A-2b notes could be adversely affected.]

CERTAIN TAX ASPECTS RELATING TO THE ISSUING ENTITY AND THE NOTES MAY ADVERSELY AFFECT THE RETURN ON YOUR NOTES AND THE MARKET VALUE AND LIQUIDITY OF YOUR NOTES.

There is a risk of a taxable deemed exchange of notes if the transaction documents are amended.

The transaction documents, under certain circumstances, allow for supplemental indentures and amendments. It is possible that such supplemental indentures or amendments, if they were treated as "significant modifications" under Treasury Regulation section 1.1001-3, could result in a taxable deemed exchange of the notes for U.S. federal income tax purposes. This could result in gain or loss recognition for noteholders and could potentially result in original issue discount ("OID") with respect to the offered notes following such modification.

[One or more classes of notes may be issued with OID for federal tax purposes.

One or more classes of notes may be issued with OID for U.S. federal income tax purposes. A U.S. noteholder (as defined under "Material Federal Income Tax Consequences") generally will be required to accrue OID for U.S. federal income tax purposes on a current basis as ordinary income and pay tax accordingly, even before such U.S. noteholder receives cash attributable to that income and regardless of such U.S. noteholder's usual method of accounting for such purposes. In addition, if the issuing entity was to become subject to a bankruptcy, holders of any offered note issued with OID may receive a lesser amount for their claim than they would have been entitled to receive under the indenture. Any such claim by the holder of such offered note may be limited to an amount equal to the sum of (i) the original issue price for such offered note and (ii) that portion of the OID that does not constitute "unmatured interest" for purposes of the Bankruptcy Code. As such, any OID that was not amortized as of the date of such bankruptcy filing may constitute unmatured interest that is not available for payment to the holder of such offered note. Additionally, it is unclear whether the rules of Section 1272(a)(6) of the Internal Revenue Code of 1986, as amended (the "Code") would apply to offered notes that were issued with OID, and it is possible that the issuing entity may use these rules in constructing an OID schedule. See "Material Federal Income Tax Consequences-Tax Consequences to U.S. Noteholders-Treatment of OID."]

A Non-U.S. Persons investment in the notes could result in such Non-U.S. Person being treated as being engaged in a U.S. trade or business for U.S. federal income tax purposes including on account of their own activities.

As discussed under "Material U.S. Federal Income Tax Consequences" in this prospectus, the U.S. federal income tax treatment of the offered notes to a beneficial owner that is a Non-U.S. Person turns on a number of facts, including whether interest on the offered notes paid to or accrued by the Non-U.S. Person is effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Person. The determination of whether a Non-U.S. Person is engaged in a trade or business within the United States with respect to its acquisition of debt is based on a highly factual analysis that takes into account all facts and circumstances relating to such Non-U.S. Person, which are necessarily unique to that Non-U.S. Person. No direct guidance expressly addresses which activities constitute being engaged in a trade or business within the United States or whether (or under which circumstances) the acquisition of newly issued debt, such as a note offered hereby, could give rise to a trade or business or could contribute to such a conclusion when coupled with other facts and circumstances. In addition, certain activities undertaken or performed by or for a Non-U.S. Person through agents and other third parties could be attributed to the Non-U.S. Person in determining whether the Non-U.S. Person is engaged in a trade or business within the United States. Furthermore, the precise contours of the so-called "securities trading safe harbor" under Section 864(b)(2) of the Code is similarly unclear. Nothing herein provides any advice or assurance concerning the tax treatment with respect to any person in this regard or otherwise or considers in any way the facts unique to any particular person that acquires an offered note. Therefore, prospective investors are urged to consult their own tax advisors to determine their treatment under these rules in respect of the acquisition of a note and taking into account their own particular facts relating to such acquisition.

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OVERVIEW OF THE TRANSACTION

Please refer to page [ ] for a diagram providing an overview of the transaction described in this prospectus. You can find a listing of the pages where the principal terms are defined under "Index" beginning on page [I-1].

All of the Centers in PFS' and the seller's network of Centers have entered into agreements pursuant to which they have assigned and will assign retail closed-end motor vehicle lease contracts and the related leased vehicles to Porsche Leasing Ltd., a Delaware statutory trust (the "origination trust"). The origination trust was created in December 1996 to avoid the administrative difficulty and expense associated with retitling leased vehicles for the securitization of motor vehicle leases. The origination trust issued to the seller the undivided trust interest representing the entire beneficial interest in the unallocated assets of the origination trust. In this prospectus, we refer to the undivided trust interest in the origination trust as the "UTI". See "The Origination Trust-Property of the Origination Trust" in this prospectus. In connection with this transaction, the seller will instruct the trustee of the origination trust:

The Transaction SUBI will represent the entire beneficial interest in the Included Units. The origination trust will issue a certificate evidencing the interest in the Transaction SUBI (the "Transaction SUBI Certificate") to or upon the order of the seller, as beneficiary of the UTI. Upon the creation of the Transaction SUBI, the Included Units will no longer constitute assets of the origination trust represented by the UTI and the seller's interest in the origination trust assets represented by the UTI will be reduced accordingly. The Transaction SUBI will evidence an indirect beneficial interest, rather than a direct legal interest, in the Included Units. The Transaction SUBI will not represent a beneficial interest in any origination trust assets other than the Included Units. Payments made on or in respect of any origination trust assets other than the Included Units will not be available to make payments on the notes. The seller, as beneficiary of the UTI, may from time to time cause special units of beneficial interest similar to the Transaction SUBI (each, an "Other SUBI") to be created. The issuing entity (and, accordingly, the noteholders) will have no interest in the UTI, any Other SUBI or any assets of the origination trust evidenced by the UTI or any Other SUBI. See "The Origination Trust" and "The Transaction SUBI" in this prospectus.

On the closing date, which is the date of initial issuance of the notes, the seller will sell, transfer, assign, set over and otherwise convey the Transaction SUBI Certificate to the depositor. The depositor will in turn sell, transfer, assign, set over and otherwise convey the Transaction SUBI Certificate to the issuing entity. The issuing entity will pledge the Transaction SUBI Certificate to the indenture trustee as security for the notes issued hereunder. Each note will represent an obligation of the issuing entity.

The notes are the only securities being offered by this prospectus.

The depositor expects that the notes will receive credit ratings from the Hired Agencies. See "Summary of Terms-Ratings" and "Risk Factors-The characteristics, servicing and performance of the leases and related leased vehicles allocated to the Transaction SUBI could result in delays in payment or losses on your notes-The ratings of the notes may be withdrawn or lowered, the notes may receive an unsolicited rating or the rating agencies may be perceived as having a conflict of interest, which may have an adverse effect on the liquidity or the market price of the notes" above for further information concerning the ratings assigned to the notes, including the limitations of those ratings.

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USE OF PROCEEDS

The depositor will use the net proceeds from the offering of the notes to:

The depositor or its affiliates will also use a portion of the net proceeds of the offering of the notes to pay their respective debts, including warehouse debt, secured by the Units prior to their allocation to the Transaction SUBI, and for general purposes. Any such debt may be owed [to the owner trustee, the indenture trustee or] to one or more of the underwriters or their affiliates or entities for which their respective affiliates act as administrator and/or provide liquidity lines, so a portion of the proceeds that is used to pay debt may be paid to [one or more of] the underwriters, [the indenture trustee,] [the owner trustee,] and/or their respective affiliates.

THE ISSUING ENTITY

Limited Purpose and Limited Assets

Porsche Innovative Lease Owner Trust 20[•]-[•] (the "issuing entity") is a [statutory trust formed on [__________] [•], 20[•], under the laws of the State of Delaware] by the depositor for the purpose of owning the Transaction SUBI Certificate and issuing the notes. The issuing entity will be established and operated pursuant to a trust agreement. PFS will be the "administrator" of the issuing entity. The issuing entity will also issue [one or more] non-interest bearing certificates [in a nominal aggregate principal amount of $[100,000]], which represent the beneficial interest in the issuing entity and are not offered hereby. Only the notes are being offered hereby, but the depositor may transfer all or a portion of the certificates to an affiliate or sell all or a portion of the certificates on or after the closing date. [However, the portion of the certificates retained by the depositor or another majority-owned affiliate of PFS to satisfy U.S. credit risk retention rules will not be sold, transferred, subjected to any credit mitigation or hedged except as permitted under, or in accordance with, those rules. See "The Sponsor-Credit Risk Retention". On each payment date, the holder of the certificates (the "certificateholders") will be entitled to any Available Funds remaining on that payment date after all deposits and distributions of a higher priority have been made, as described in "Description of the Transaction Documents-Priority of Payments" in this prospectus.

The issuing entity will engage in only the following activities:

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The issuing entity's principal offices are located in [    ], Delaware, in care of [    ], as owner trustee, at the address listed in "The Trustees-The Owner Trustee" below. The issuing entity's fiscal year ends on December 31^st.

The issuing entity's trust agreement, including its permissible activities, may be amended in accordance with the procedures described in "Description of the Transaction Documents-Amendment Provisions" in this prospectus.

Capitalization and Liabilities of the Issuing Entity

The following table illustrates the expected assets of the issuing entity as of the closing date:

The following table illustrates the expected capitalization and liabilities of the issuing entity as of the closing date⁽¹⁾:

The Issuing Entity Property

The notes will be collateralized by the issuing entity property. The primary asset of the issuing entity will be the Transaction SUBI Certificate, which will evidence a beneficial interest in certain retail closed-end motor vehicle lease contracts, including lessee payments under those lease contracts, the related leased vehicles and other related assets held by the origination trust.

The issuing entity property will consist of all the right, title and interest of the issuing entity in and to:

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The issuing entity will pledge the issuing entity property to the indenture trustee under the indenture. For a description of the sale and transfer of the issuing entity property as well as the creation, perfection and priority status of the security interest in that property in favor of the issuing entity, see "Description of the Transaction Documents-Sale and Assignment of the Transaction SUBI Certificate."

[The collection account, the principal distribution account and the reserve account will be initially established with and maintained by [    ], an affiliate of the indenture trustee, as the securities intermediary (the "account bank") and will be subject to a securities account control agreement, to be dated as of the closing date (the "securities account control agreement"), among the account bank, the issuing entity, the servicer and the indenture trustee.]

The issuing entity will not engage in any activity other than acquiring and holding the Transaction SUBI Certificate and the other issuing entity property, issuing the related securities, distributing payments in respect thereof and any other activities described in this prospectus and in the trust agreement of the issuing entity. The issuing entity will not acquire any assets other than the issuing entity property.

THE TRUSTEES

The Owner Trustee

[[__________] ("[____]") - also referred to herein as the "owner trustee" - is a [__________] with trust powers incorporated under the laws of . [__________] The owner trustee's principal place of business is located at [__________], [__________]. Since [___], [_____] has served as trustee in numerous asset-backed securities transactions involving auto loans and auto leases.]

[_____] is subject to various legal proceedings that arise from time to time in the ordinary course of business. [_____] does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as owner trustee.

[_____] has provided the above information and has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.

[Insert additional disclosure pursuant to Items 1109 and 1119 of Regulation AB.]

The owner trustee's liability in connection with the issuance and sale of the notes is limited solely to the express obligations of the owner trustee set forth in the trust agreement. The owner trustee is not affiliated with PFS or any of its affiliates. The servicer, the seller, the depositor and their affiliates may maintain normal commercial banking or investment banking relations with the owner trustee and its affiliates in the ordinary course of business. The owner trustee will be paid a fee for its services as described under "Description of the Transaction Documents-Fees and Expenses" and will be indemnified against specified losses, liabilities or expenses incurred by the owner trustee in connection with the transaction documents, in each case by the issuing entity to the extent of Available

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Funds available therefor, as described under "Description of the Transaction Documents-Priority of Payments" and "The Indenture-Priority of Payments May Change Upon an Event of Default" in this prospectus. To the extent these fees and indemnification amounts are not paid by the issuing entity, they will be payable by the servicer.

[The owner trustee is an affiliate of one of the underwriters.]

For a description of the roles and responsibilities of the owner trustee, see "-Role of the Owner Trustee and the Indenture Trustee" below.

Resignation or Removal of the Owner Trustee

The owner trustee may resign at any time, in which event the depositor and the administrator, acting jointly, will be obligated to appoint a successor owner trustee within thirty (30) days. The depositor or the administrator will remove the owner trustee if the owner trustee ceases to be eligible to continue as such under the trust agreement or if the owner trustee becomes insolvent or is otherwise incapable of acting. In such circumstances, the depositor and the administrator, acting jointly, will be obligated to appoint a successor owner trustee. Any resignation or removal of the owner trustee and appointment of a successor owner trustee does not become effective until acceptance of the appointment by the successor owner trustee for such issuing entity and payment of all fees, expenses and indemnities (including any attorneys' fees and other legal costs and expenses incurred in connection with any petition for appointment of a successor owner trustee) owed to the outgoing owner trustee.

For a further description of the roles and responsibilities of the owner trustee, see "-Role of the Owner Trustee and the Indenture Trustee" below. For a description of provisions governing the limitation of liability and indemnity provisions applicable to the owner trustee, see "Description of the Transaction Documents-Indemnification of the Indenture Trustee and the Owner Trustee" in this prospectus.

The Indenture Trustee

[[__________], a [__________] ("[__________]"), will act as indenture trustee (the "indenture trustee") and as paying agent (the "paying agent").]

[The indenture will be administered from [__________]'s corporate trust office located at [__________], [__________].]

[[__________] has provided corporate trust services since [•]. As of [__________], 20[•], [__________] was acting as trustee with respect to over [•] issuances of securities with an aggregate outstanding principal amount of over $[•] trillion. This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations.]

[The indenture trustee will make each monthly statement available to the noteholders via the indenture trustee's internet website at [__________]. For assistance with regard to this service, investors may call the indenture trustee's bondholder services group at [( )____-______].]

[As of [__________], 20[•], [__________] was acting as indenture trustee, registrar and paying agent on [•] issuances of automobile receivables-backed securities with an outstanding aggregate principal balance of approximately $[•].]

[[__________] will also act as the calculation agent. The calculation agent will obtain the [SOFR Rate][Insert Other Benchmark Rate] and calculate the interest rate for the Class A-2b notes as described under "The Notes-Calculation of Floating Rate Interest". If the administrator has determined prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the administrator will determine an alternative Benchmark in accordance with the Benchmark Replacement provisions described under "The Notes-Calculation of Floating Rate Interest-Effect of Benchmark Transition Event".]

[_____] is subject to various legal proceedings that arise from time to time in the ordinary course of business. [_____] does not believe that the ultimate resolution of any of these proceedings is material to noteholders.

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[Insert additional disclosure pursuant to Items 1109 and 1119 of Regulation AB.]

[The indenture trustee is an affiliate of one of the underwriters.]

The indenture trustee's duties are limited to those duties specifically set forth in the indenture. [__________] is not affiliated with PFS or any of its affiliates. The servicer, the seller, the depositor and their affiliates may maintain normal commercial and investment banking relations with the indenture trustee and its affiliates in the ordinary course of business. The indenture trustee will be paid a fee for its services as described under "Description of the Transaction Documents-Fees and Expenses" and will be indemnified against specified losses, liabilities or expenses incurred by the indenture trustee in connection with the transaction documents, in each case by the issuing entity to the extent of Available Funds available therefor, as described under "Description of the Transaction Documents-Priority of Payments" and "The Indenture-Priority of Payments May Change Upon an Event of Default" in this prospectus. To the extent these fees and indemnification amounts are not paid by the issuing entity, they will be payable by the servicer.

For a description of the provisions governing resignation and removal of the indenture trustee, see "The Indenture-Resignation or Removal of the Indenture Trustee" in this prospectus. For a description of provisions governing the limitation of liability and indemnity provisions applicable to the indenture trustee, see "Description of the Transaction Documents-Indemnification of the Indenture Trustee and the Owner Trustee" in this prospectus.

For a further description of the roles and responsibilities of the indenture trustee, see "-Role of the Owner Trustee and the Indenture Trustee", "The Indenture" and "Description of the Transaction Documents" in this prospectus.

Role of the Owner Trustee and the Indenture Trustee

Neither the owner trustee nor the indenture trustee will make any representations as to the validity or sufficiency of the servicing agreement, trust agreement, administration agreement, indenture, asset representations review agreement, the securities or any leases or related documents. As of the closing date, neither the owner trustee nor the indenture trustee will have examined the leases. If no event of default has occurred under the indenture, the owner trustee and indenture trustee will be required to perform only those duties specifically required of them under the servicing agreement, trust agreement, administration agreement or indenture, as applicable. Generally, those duties are limited to the receipt of the various certificates, reports or other instruments required to be furnished to the owner trustee or indenture trustee under the servicing agreement, trust agreement, administration agreement, or indenture, as applicable, and the making of payments or distributions to noteholders and certificateholders in the amounts specified in certificates provided by the servicer.

The owner trustee will be under no obligation to exercise any of the issuing entity's powers or powers vested in it by the servicing agreement, trust agreement or indenture, or other related documents as applicable, or to make any investigation of matters arising thereunder or to institute, conduct or defend any investigation, proceeding or litigation thereunder or in relation thereto at the request, order or direction of any of the certificateholders, unless those certificateholders have offered to the owner trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses and liabilities which may be incurred therein or thereby. Under no circumstances will the owner trustee be required to take, expend or risk its own funds or to take any action at the direction of the noteholders or certificateholders if it will determine or be advised by counsel that such action is contrary to the transaction documents or applicable law.

The indenture trustee will be under no obligation to exercise any of the issuing entity's powers or powers vested in it by the servicing agreement, trust agreement or indenture, as applicable, or to make any investigation of matters arising thereunder or to institute, conduct or defend any investigation, proceeding or litigation thereunder or in relation thereto at the request, order or direction of any of the noteholders (other than requests, demands or directions relating to an asset representations review as described under "Description of the Transaction Documents-Asset Representations Review" or to the investors' rights to communicate with other investors described under "The Indenture- Noteholder Communication; List of Noteholders"), unless those noteholders have offered to the indenture trustee security or indemnity reasonably satisfactory to the indenture trustee against the reasonable costs, expenses and liabilities which may be incurred by it, its agents and its counsel in compliance with such request or direction. Under no circumstances will the indenture trustee be required to take, expend or risk its

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own funds or to take any action at the direction of the noteholders or certificateholders if it will determine or be advised by counsel that such action is contrary to the transaction documents or applicable law.

The owner trustee and indenture trustee, and any of their affiliates, may hold securities in their own names. In addition, for the purpose of meeting the legal requirements of local jurisdictions or for the enforcement or conflict of interest matters, the owner trustee and indenture trustee, in some circumstances, acting jointly with the depositor or the administrator, respectively, will have the power to appoint co-trustees or separate trustees of all or any part of the issuing entity property. In the event of the appointment of a co-trustee, any rights, powers, duties and obligations of the owner trustee or indenture trustee under the transaction documents that are conferred upon the co-trustee will be exercised or performed singly by the co-trustee subject to applicable direction.

The servicer, the seller and the depositor and their affiliates may maintain other banking relationships with the owner trustee and indenture trustee in the ordinary course of business.

The owner trustee and indenture trustee will be entitled to certain fees and indemnities described under "Description of the Transaction Documents-Fees and Expenses" and "Description of the Transaction Documents-Indemnification of the Indenture Trustee and the Owner Trustee" in this prospectus.

The Origination Trustee

[[__________] ("[__________]") - also referred to herein as the "origination trustee" - is a [__________]. The origination trustee's principal place of business is located at [__________]. [__________] is an affiliate of [__________]. Since [__________], [__________] has served as origination trustee in numerous asset-backed securities transactions involving auto leases.]

[[__________] is subject to various legal proceedings that arise from time to time in the ordinary course of business. [__________] does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as origination trustee.]

[Other than the above two paragraphs, [__________] has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.]

[__________] is not affiliated with PFS or any of its affiliates. The servicer, the seller, the depositor and their affiliates may maintain normal commercial and investment banking relations with the origination trustee and its affiliates in the ordinary course of business. The origination trustee will be paid a fee for its services as described under "Description of the Transaction Documents-Fees and Expenses" and will be indemnified against specified losses, liabilities or expenses incurred by the origination trustee in connection with the transaction documents, in each case by the issuing entity to the extent of Available Funds available therefor, as described under "Description of the Transaction Documents-Priority of Payments" and "The Indenture-Priority of Payments May Change Upon an Event of Default" in this prospectus. To the extent these fees and indemnification amounts are not paid by the issuing entity, they will be payable by the servicer.

[Insert additional disclosure, if applicable, pursuant to Item 1109 of Regulation AB.]

THE ORIGINATION TRUST

Porsche Leasing, Ltd., or the "origination trust," is a Delaware statutory trust and is governed by the amended and restated trust agreement, dated as of November 14, 1997 (the "origination trust agreement"), among the seller, as settlor and UTI Holder and Wilmington Trust Company, as trustee. To provide for the servicing of the origination trust assets, the origination trust and PFS, as servicer, have entered into an Amended and Restated Servicing Agreement (the "base servicing agreement"), dated as of November 14, 1997. All of the Centers in the PFS network have entered into agreements pursuant to which they have assigned and will assign retail closed-end motor vehicle lease contracts to the origination trust. The origination trust was created in December 1996 to avoid the administrative difficulty and expense associated with retitling leased vehicles for the securitization of motor vehicle leases. The origination trust issued to the seller the UTI, which represents the entire beneficial trust interest in the unallocated assets of the origination trust. The primary business purpose of the origination trust is to take

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assignments of, and serve as record holder of title to, the Units in order to facilitate sale or financing transactions involving Units, including the securitization of Units in connection with the issuance of asset-backed securities.

Except as otherwise described under "The Origination Trust Agreement and the Transaction SUBI Supplement" in this prospectus, under the origination trust agreement the origination trust has not and may not:

For further information regarding the origination trust and the servicing of the leases and leased vehicles, you should refer to "The Origination Trust Agreement and the Transaction SUBI Supplement" and "Description of the Transaction Documents-The Servicing Agreement" in this prospectus.

Property of the Origination Trust

The assets of the origination trust generally consist of:

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From time to time after the date of this prospectus, additional leases will be originated by or assigned to the origination trust and, as described below, title to the related leased vehicles will be in the name of the origination trust. These additional leases will not be allocated to any existing Transaction SUBI and will not be included in any existing transaction unless otherwise described in the transaction documents.

Lease Origination and the Titling of Vehicles

Under each lease, the origination trust will be listed as the owner of the related leased vehicle on its certificate of title. Liens will not be placed on the certificates of title, and there will be no indication on any certificates of title to reflect the interest in the leased vehicles of the issuing entity, as holder, or the indenture trustee, as pledgee, of the Transaction SUBI Certificate. The certificates of title to those leased vehicles registered in several states may, however, reflect a first lien or "administrative lien" held by the origination trust or the servicer that will exist solely to provide for delivery of title documentation for those leased vehicles to the servicer. Each entity that records an administrative lien (other than the origination trust) will enter into an agreement by which it acknowledges that it has no interest in the related leased vehicles and additionally waives, quitclaims and releases any claim that it may have against the leased vehicles by virtue of those liens.

All Units owned by the origination trust will be held for the benefit of entities that from time to time hold beneficial interests in the origination trust. Those interests will be evidenced with respect to:

Entities holding beneficial interests in the origination trust will not have a direct ownership in the related leases or a direct ownership or perfected security interest in the related leased vehicles.

The issuing entity has no direct interest in the Included Units allocated to the Transaction SUBI. Therefore, the issuing entity does not have a perfected lien in the related leases or related leased vehicles, but will have a perfected security interest or ownership interest in the Transaction SUBI Certificate. See "Risk Factors-The issuing entity has limited assets, and delays in payment or losses on your notes could arise from shortfalls or delays in amounts available to make payments on the notes-Interests of other persons in the leases and the leased vehicles could be superior to the issuing entity's interest, which may result in delayed or reduced payment on your notes."

THE DEPOSITOR

The "depositor", Porsche Auto Funding LLC, a Delaware limited liability company, was formed on April 20, 2011. The depositor is a wholly-owned special purpose subsidiary of the seller. The principal place of business of the depositor is at One Porsche Drive, Atlanta, Georgia 30354.

The depositor was organized solely for the limited purposes of acquiring beneficial interests in portfolios of motor vehicle leases and the related leased vehicles, acquiring motor vehicle loans and motor vehicle installment sale contracts and associated rights, issuing or selling securities and engaging in related transactions. The depositor's limited liability company agreement limits the activities of the depositor to the foregoing purposes and to any activities incidental to and necessary for these purposes. Since its inception, the depositor has been engaged in these activities solely as (i) the purchaser of beneficial interests in portfolios of motor vehicle leases and the related leased vehicles from the seller pursuant to purchase agreements, (ii) the depositor of beneficial interests in portfolios of motor vehicle leases and the related leased vehicles pursuant to sale agreements, (iii) the purchaser of receivables from the seller pursuant to purchase agreements, (iv) the transferor of motor vehicle loans and motor vehicle installment sale contracts to securitization trusts pursuant to sale and servicing agreements, (v) the depositor that formed various securitization trusts pursuant to trust agreements and (vi) the entity that executes note purchase agreements and purchase agreements in connection with issuances of asset-backed securities.

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THE SPONSOR

Porsche Financial Services, Inc. ("PFS") was incorporated in the State of Delaware in 1991 and is an affiliate of Porsche Cars North America, Inc. ("PCNA"). The principal activity of PFS is acting as a U.S. finance source for PCNA's franchised Centers, including purchasing retail installment sales contracts and leases originated by such Centers. Both PFS and PCNA are indirect, wholly-owned subsidiaries of Dr. Ing. h.c. F. Porsche Aktiengesellschaft ("Porsche AG"). The principal place of business of PFS is at One Porsche Drive, Atlanta, Georgia 30354.

PFS' experience in and overall procedures for originating or acquiring leases and the related leased vehicles is described in "Origination and Servicing Procedures" in this prospectus. [PFS has been engaged in the securitization of retail closed-end motor vehicle lease contracts since 2011.] [The securitization transaction contemplated by this prospectus is the [•] term securitization of retail closed-end motor vehicle lease contracts sponsored by PFS.]

PFS has participated in the structuring of the transaction described in this prospectus and has originated the leases and the related leased vehicles to be allocated to the Transaction SUBI. PFS is responsible for servicing the Included Units as described below under "The Servicer" and "Origination and Servicing Procedures". PFS is also the administrator of the issuing entity.

Credit Risk Retention

Pursuant to the credit risk retention rules, 17 C.F.R. Part 246, PFS, as the sponsor, is required to retain an economic interest in the credit risk of the Included Units, either directly or through one or more majority-owned affiliates. PFS intends to satisfy this obligation with [a combination of] an ["eligible vertical interest"] [and an] ["eligible horizontal residual interest"] [and an eligible horizontal cash reserve account] [aggregate] in the form of its retention [by the depositor][by PFS] of an amount equal to at least 5% of [the initial principal amount] of each class of notes, and retention by the depositor, its wholly owned affiliate, of at least 5% of the initial principal amount of certificates issued by the issuing entity on the closing date.] Pursuant to Regulation RR, the depositor or any other holder is required to retain the "eligible horizontal residual interest" and may not transfer (except to PFS or another majority-owned affiliate of PFS) such interest until the latest of two years after the closing date, the date the aggregate Securitization Value is 33% or less of the aggregate Securitization Value as of the closing date, or the date the aggregate principal amount of the notes is 33% or less of the initial principal amount of the notes. PFS, the depositor and their affiliates may not hedge or finance the "eligible horizontal residual interest" during this period except as permitted under applicable law. The depositor may transfer all or any portion of the "eligible horizontal residual interest" to PFS or another majority-owned affiliate of PFS on or after the closing date.

[Retained vertical interest: The retained eligible vertical interest will take the form of at least [•]% of each class of notes and certificates issued by the issuing entity, though PFS or one or more of its majority-owned affiliates may retain more than [•]% of one or more classes of notes or of the certificates. The material terms of the notes are described in this prospectus under "The Notes". The notes of each class retained by PFS or one or more of its majority-owned affiliates as part of the "eligible vertical interest" will have the same terms as all other notes in that class, except that such retained notes will not be included for purposes of determining whether a required percentage of any class of notes have taken any action under the indenture or any other transaction document, as described in "The Notes-Notes Owned by Transaction Parties." As described under "Description of the Transaction Documents-Priority of Payments" and "Description of the Transaction Documents-Priority of Payments May Change Upon an Event of Default" in this prospectus, distributions to holders of the issuing entity's certificates on any payment date are subordinated to all payments of principal and interest on the notes by the issuing entity. On any payment date on which the issuing entity has insufficient funds to make all of the distributions described under "Description of the Transaction Documents-Priority of Payments", any resulting shortfall will, through operation of the priority of payments, reduce amounts distributable to the holders of the certificates prior to any reduction in the amounts payable for interest on, or principal of, any class of notes. The other material terms of the certificates are described in this prospectus under "Summary of Terms-The Certificates."

In accordance with Regulation RR, if the amount of the eligible vertical interest retained at closing is materially different from the amount described above, within a reasonable time after the closing date we will disclose that material difference. [This disclosure will be [made on Form 8-K filed under the CIK number of the depositor][included in the first 10-D filed by the depositor after the closing date].]

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[Retained horizontal interest: The residual interest retained by the depositor is structured to be an "eligible horizontal residual interest" and will take the form of [depositing an amount equal to $[___] into a risk retention reserve account] [retaining the issuing entity's certificates.]

[The fair value of the eligible horizontal residual interest is expected to represent at least 5% of the sum of the fair value of the notes and the certificates on the closing date.]

PFS expects the certificate to have an approximate fair value, as of the closing date, of between $[•] and $[•], which is between [•]% and [•]% of the fair value, as of the closing date, of all of the notes and the certificate issued by the issuing entity on the closing date.

The certificate represents a 100% beneficial interest in the issuing entity.

The [expected]³ fair value of the notes and the certificate is summarized below:

PFS and the depositor will use a fair value measurement framework under generally accepted accounting principles to calculate the fair value of the notes and the certificate. The fair value of the notes will be assumed to be equal to the initial principal amount of the notes, or par. An internal valuation model using discounted cash flow analysis will be used to calculate fair value of the certificate.

The fair value measurement framework will consider various inputs including (i) quoted prices for identical instruments, (ii) quoted prices for similar instruments, (iii) current economic conditions, including interest rates and yield curves, (iv) experience with similar leases in PFS' lease portfolio and prior securitized portfolios, including prepayments, delinquencies, repossessions and net losses based on information for leases and leased vehicles similar to the leases and related leased vehicles to be allocated to the Transaction SUBI on the closing date, and (v) management judgment about the assumptions market participants would use in pricing the instrument.

The expected fair value of the notes is assumed to be equal to the initial principal amount of the notes, or par. Interest is assumed to accrue on each class of notes consistent with the ranges of per annum interest rates set forth in the table below:

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These interest rate ranges are estimated based on recent pricing of notes issued in similar securitization transactions and market-based expectations for interest rates and credit risk.

To calculate the expected fair values of the certificate, PFS used an internal valuation model. This model projects future interest and principal payments of the portfolio of leases and related leased vehicles allocated to the Transaction SUBI, the interest and principal payments on the notes, and any other fees and expenses payable by the issuing entity. The resulting cash flows to the certificate are discounted to present value based on a discount rate that reflects the credit exposure to these cash flows. In completing these calculations, PFS made the following assumptions:

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PFS developed these inputs and assumptions by considering the following factors:

PFS believes that the inputs and assumptions described above include the inputs and assumptions that could have a material impact on the fair value calculation or a prospective noteholder's ability to evaluate the fair value calculation. The expected fair value of the notes and the certificate was calculated based on the assumptions described above. You should be sure you understand these assumptions when considering the fair value calculation.

The methodology described above was used to determine the estimated fair value of the eligible horizontal residual interest retained on the closing date by the depositor. In accordance with Regulation RR, within a reasonable time after the closing date, PFS will disclose the actual fair value of the eligible horizontal residual interest retained based on the final pricing information and bond structure, as well as the fair value of the eligible horizontal residual interest required to be retained under Regulation RR. In addition, to the extent the valuation methodology used with respect to the eligible horizontal residual interest actually retained, or any of the key inputs and assumptions used therein, differ materially from those set forth above, we will disclose those material differences. [These disclosures will be made on [Form [8-K][10-D] filed under the CIK number of the issuing entity.]

PFS will recalculate the fair value of the notes and the issuing entity's certificates following the closing date to reflect the issuance of the notes and any material changes in the methodology or inputs and assumptions described above. The fair value of the certificates as a percentage of the sum of the fair value of the notes and the certificates and as a dollar amount, in each case, as of the closing date, will be included in the first periodic report on Form 10-D filed by the depositor after the closing date, together with a description of any material changes in the method or inputs and assumptions used to calculate the fair value. Because all of the issuing entity's certificates are expected to be retained by the depositor or another majority-owned affiliate of PFS on the closing date, the first periodic report on Form 10-D filed by the depositor after the closing date will also disclose the portion of the issuing entity's certificates being retained to satisfy the requirements of Regulation RR.

In addition, the depositor may retain some or all of one or more of the classes of notes.

As described under "Description of the Transaction Documents-Priority of Payments" and "The Indenture-Priority of Payments May Change Upon an Event of Default" below, payments to certificateholders on any payment date are subordinated to all payments of principal and interest on the notes by the issuing entity. In accordance with the requirements for an "eligible horizontal residual interest" under Regulation RR, on any payment date on which the issuing entity has insufficient funds to make all of the distributions described under "Description of the Transaction Documents-Priority of Payments" and "The Indenture-Priority of Payments May Change Upon an Event of Default", any resulting shortfall will, through operation of the priority of payments, reduce amounts payable to the certificateholders prior to any reduction in the amounts payable for interest on, or principal of, any class of notes. The material terms of the notes are described in this prospectus under "The Notes," and the other material terms of the certificates are described in this prospectus under "The Issuing Entity-Capitalization and Liabilities of the Issuing Entity."

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[Notwithstanding the foregoing, none of PFS, the other parties to the transaction described in this prospectus, nor any of their respective affiliates, will undertake, or intends, to retain an interest in such transaction in a manner that would satisfy any risk retention requirements now or hereafter in effect in the EU, any EEA member state, the UK, Japan or any other non-U.S. jurisdiction, or to take any other action or refrain from taking any action to facilitate or enable compliance by any investor in the notes or any other person with the requirements of any law or regulation now or hereafter in effect in the EU, any EEA member state, the UK, Japan or any other non-U.S. jurisdiction in relation to due diligence and monitoring, transparency, credit granting standards or any other conditions with respect to investments in securitization transactions.]

[Risk Retention Reserve Account: On or prior to the closing date, the [issuing entity] will establish an eligible account in the name of the indenture trustee for the benefit of the noteholders. The risk retention reserve account is structured to be an "eligible horizontal cash reserve account" and will be funded on the closing date by the retention of a portion of the purchase price for the notes in the amount equal to $[____]. Funds on deposit in the risk retention reserve account may not be used to pay the servicing fee, as long as PFS or an affiliate of PFS is the servicer. For all other purposes, the risk retention reserve account may be used to make any payments that are due as described under "Description of the Transaction Documents-Priority of Payments" in this prospectus but are otherwise unpaid, including each of the notes on the related final scheduled payment date to the extent Collections on the Included Units are insufficient to make such payments.]

[PFS or the depositor may transfer all or a portion of [the "eligible vertical interest"] [and] [the eligible horizontal residual interest] to PFS or another majority-owned affiliate of PFS [on or] after the closing date.]

[PFS or its majority-owned affiliate will no longer be required to hold the [eligible vertical interest] [eligible horizontal residual interest] upon the latest to occur of (i) the date on which the outstanding principal balance of the Included Units is less than or equal to 33% of the initial principal balance as of the closing date, (ii) the date on which the aggregate outstanding principal amount of the notes is less than or equal to 33% of the aggregate initial principal amount of the notes on the closing date and (iii) the date that is two years after the closing date.]

[Insert disclosure required by Items 1104(g), 1108(e) or 1110(a)(3) of any hedges materially related to the credit risk of the securities.]

THE SELLER

On the closing date, Porsche Funding Limited Partnership (the "seller") will sell the Transaction SUBI to the depositor, and the depositor will sell the Transaction SUBI to the issuing entity. Proceeds from the sale of the Transaction SUBI will be used to pay down various financing facilities secured by the Transaction SUBI prior to its transfer to the issuing entity, and for general purposes.

THE SERVICER

PFS will be the servicer. PFS offers indirect automotive consumer retail installment sale contract and lease financing, ancillary protection plan production, automotive insurance, vehicle subscription and rental through Porsche Drive, LLC and direct Center financing through (and to) approximately 202 Centers in the United States that sell Porsche vehicles, 48 dealers in the United States that sell Bentley vehicles, 41 dealers in the United States that sell Lamborghini vehicles and 11 dealers in the United States that sell Bugatti Vehicles. PFS has been directly servicing motor vehicle receivables and leases since the early 1990s. Prior to January 2, 1995, receivables and leases originated by PFS were serviced through a third party servicer. The securitization transaction contemplated by this prospectus is the [•] term securitization of retail closed-end motor vehicle lease contracts serviced by PFS. Porsche Leasing Ltd., a Delaware statutory trust, was created and began titling leased vehicles into it in December 1996. As discussed under "Overview of the Transaction" in this prospectus, creating the origination trust allowed PFS to avoid the administrative difficulty and expense associated with retitling leased vehicles for the securitization of motor vehicle leases.

PFS has never defaulted in its payment obligations under its asset-backed securitization offerings, and none of the securitization securities have defaulted, or otherwise been accelerated due to the occurrence of an early amortization or other performance triggering event.

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A portion of PFS' and the seller's assets are sold in asset-backed securitization transactions, although the assets remain on PFS' balance sheet. These assets support payments on the asset-backed securitization securities and are not available to PFS' or the seller's creditors generally. PFS expects that asset-backed securitization debt offerings will continue to be a material funding source for PFS.

The servicer will have full power and authority to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. The servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the leases and related leased vehicles as and when the same become due in accordance with its customary servicing practices.

PFS has made adjustments to its customary servicing practices over time, particularly in the areas of repossession timing, collections timing, collections intensity and business processes and workflow. These adjustments are introduced and are implemented after PFS determines that those adjustments will result in an overall improvement in servicing and collections.

PFS is the servicer for all of the loans and leases that it finances. Although PFS may be replaced or removed as servicer upon the occurrence of certain events, including the occurrence of a servicer replacement event (as defined under the applicable transaction documents), PFS generally expects to service the loans sold in and leases allocated to an asset-backed securitization transaction for the life of that transaction. For more information regarding the circumstances under which PFS may be replaced or removed as servicer of the leases and the leased vehicles allocated to the Transaction SUBI, you should refer to "Description of the Transaction Documents" in this prospectus. If the servicing of any leases and the leased vehicles (including the Included Units) were to be transferred from PFS to another servicer, there may be an increase in overall delinquencies and defaults due to misapplied or lost payments, data input errors or system incompatibilities. Although PFS expects that any increase in any such delinquencies would be temporary, there can be no assurance as to the duration or severity of any disruption in servicing the leases and the leased vehicles as a result of any servicing transfer.

For more information regarding PFS' experience with respect to its entire portfolio of new, CPO and used motor vehicle leases, including leases owned by the seller or the origination trust and leases that have been sold but are still being serviced by PFS, you should refer to "Delinquencies, Repossessions, Net Losses and Residual Value Loss Experience" in this prospectus.

For a description of the roles and responsibilities of the servicer, see "Description of the Transaction Documents-The Servicing Agreement" in this prospectus.

[To the extent not described in this prospectus, identify any servicer contemplated by Item 1108(a)(2) and provide the information required by paragraphs (b), (c) and (d) of Item 1108, as applicable, for each servicer contemplated by paragraphs (a)(2)(i), (ii) and (iv) of Item 1108 and each unaffiliated servicer identified in paragraph (a)(2)(iii) of Item 1108 that services 20% or more of the pool assets.]

ORIGINATION AND SERVICING PROCEDURES

The following is a description of the origination, underwriting and servicing of the leased vehicles by PFS and the seller as of the date of this prospectus and any material changes to this information with respect to the origination, underwriting and servicing of the leased vehicles for which the issuing entity will hold a beneficial interest.

The leases are originated or acquired through several origination channels across a spectrum of credit quality lessees. [PFS will act as servicer for each transaction.]

[Insert the disclosure required by Item 1110 regarding (a) any originator or group of originators that originated, or is expected to originate, 10% or more of the pool assets and (b) any originator(s) originating less than 10% of the pool assets if the cumulative amount originated by parties other than the sponsor or its affiliates is more than 10% of the pool assets.] [Insert the disclosure required by Item 1110(b) regarding any originator or group of affiliated originators, that originated, or is expected to originate, 20% or more of the pool assets.]

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Underwriting Procedures

PFS' underwriting standards emphasize many factors, including the applicant's credit history, ability to make payments as they become due, debt ratios, employment status and income, and amount financed relative to the value of the vehicle to be leased. PFS' headquarters for underwriting, servicing and collection are located at its offices in Atlanta, Georgia.

Each applicant for a lease is required to complete a credit application. Applicants include the lessee and co-lessee and guarantor, if any. Applications submitted to PFS generally include the following information about the applicant and the terms of the lease:

Centers generally submit applications together with information about the proposed terms of the lease to PFS through web-based systems.

PFS' credit underwriting module relies on both external and internal information in order to evaluate the creditworthiness of the applicant and to provide a credit recommendation or a decision.

PFS generally obtains a credit report on an individual applicant from a national credit bureau. The credit bureau data includes the applicant's credit risk score, often referred to as a "credit bureau score" (which may incorporate statistical models created by Fair Isaac Corporation). The credit bureau score generally measures the likelihood an applicant will repay an obligation as expected.

In a limited number of cases, a credit report is not available because an applicant does not have an established credit history. If an individual applicant does not have sufficient recent credit history, further information may be obtained in order to evaluate the applicant.

Creditworthiness for commercial applicants is generally determined by utilizing the credit report for a cosigner, if applicable, publicly available information, and historical PFS information. Financial statements may also be requested to further evaluate a company's credit worthiness.

PFS evaluates each individual application with a credit bureau score using a proprietary credit scoring algorithm (the "PFS Custom Scorecard") developed by a third party credit scoring company using PFS' own historical data. The PFS Custom Scorecard is used to assess the creditworthiness of an applicant by using the credit bureau data to assign the applicant a proprietary credit score.

Credit applications are automatically evaluated by PFS' credit underwriting module upon receipt. Some credit applications are automatically approved or declined based on a set of predefined rules, including the PFS Custom Scorecard, credit bureau scores, and review rules, which are built into the credit underwriting module in order to check application characteristics against predefined standards. Each application is also checked against red flag rules, lists maintained by the Office of Foreign Assets Control (OFAC), and other global watch lists and high-risk databases. Commercial applications for which there is no individual co-applicant are not subject to automatic approval or rejection and must be manually decided by an underwriter.

If warranted, the underwriter can make a credit decision that deviates from the credit underwriting module's recommendation (an "override"). In certain situations, the underwriter must obtain additional authorization as outlined in PFS' internal underwriting guidelines.

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If an automatic decision cannot be made, PFS' underwriters consider the information available in sources outlined in PFS' underwriting guidelines in order to make a credit decision. In this process, the underwriter considers the same information processed by the credit underwriting module and weighs other outside factors not already assessed in the scoring process (if any).

PFS uses risk-based pricing that includes a tiered system of interest rates, depending on applicant credit quality and contract length. Rates vary based on different factors, including credit tier, term and collateral, including whether a new, CPO or used vehicle is being leased. If PFS considers an applicant to be relatively less creditworthy and, as a result, a greater risk, PFS will generally assign the applicant a higher interest rate and a lower advance rate. Special rates may apply as a result of promotional activities.

PCNA established a Certified Pre-Owned ("CPO") Vehicle Program to create customer and dealer demand for pre-owned Porsche vehicles and enhance the value of Porsche vehicles. A CPO vehicle is a Porsche vehicle that is fewer than thirteen model years old, has fewer than 125,000 miles and has been inspected by a Porsche dealer and passed an extensive multi-point vehicle inspection. Every CPO Porsche is backed by the remaining 4-year/50,000-mile New Vehicle Limited Warranty. Once that expires, the Certified Pre-Owned Limited Warranty goes into effect, providing an additional 24-months of coverage with unlimited miles. PFS generally treats CPO vehicles as new vehicles rather than used vehicles in its credit analysis.

PFS may review and analyze its portfolio of leases to evaluate the effectiveness of its underwriting guidelines and purchasing criteria. If external economic factors, credit loss or delinquency experience, market conditions or other factors change, PFS may adjust its underwriting guidelines and purchasing criteria in order to change the asset quality of its portfolio or to achieve other goals and objectives.

Determination of Residual Values

Each lease sets forth a residual value, which we refer to in this prospectus as the "contractual residual value," established at the time of lease origination (as it may be subsequently revised in connection with an extension of a lease in accordance with the customary servicing practices). The contractual residual value as provided in the lease agreement is the contractual value of the vehicle at the end of the lease and is the amount used to calculate the base scheduled lease payments under the lease. If we assume that the original capitalized cost of the lease is the initial principal amount of the loan, that the lease rate is the interest rate, that the lease term is the term of the loan and that all scheduled payments are timely made, the contractual residual value is the amount to which the outstanding balance would decline at the scheduled expiration of the lease term (unless the lease is a single payment lease). When a vehicle is sold after being returned by the lessee at the end of the related lease, there will be a residual value loss if the net sales proceeds of the vehicle are less than the contractual residual value.

In establishing the publication of residual values (typically on a quarterly basis), PFS analyzes proceeds in the context of vehicle content, mileage, lease term, and other variables for leased vehicles sold through customer, Center, and auction channels. The determined residual values are reviewed and approved by PFS leadership, as well as compared to PFS' historical off-lease vehicle sales performance and various independent industry guides, such as Automotive Lease Guide ("ALG"), the National Auto Research Official Used Car Market Guide Monthly ("Black Book"), and Black Book Cars of Particular Interest (CPI) ("Black Book CPI"), for reasonableness. ALG, Black Book and Black Book CPI are independent publications of residual values which are widely used throughout the automotive finance industry for estimating vehicle market values at lease termination.

The estimated future value of a leased vehicle is a major component of the leasing business. Specifically, any excess of the contractual residual value of a vehicle over its actual future market value represents a residual loss at lease termination. PFS believes that the difference between the contractual residual values and the actual value at maturity may affect consumer behavior concerning purchasing or returning a vehicle to the lessor at lease termination. Furthermore, PFS believes that return rates may decline as actual values are in line with or exceed contractual residual value.

All of the leases and leased vehicles that have been allocated to the Transaction SUBI have been originated under the residual value policies described above. Notwithstanding the foregoing, no assurance can be given as to PFS' future experience with respect to the return rates of vehicles relating to leases originated under these policies. In addition, no assurance can be given that PFS' experience with respect to the return of off-lease vehicles or related

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residual value losses, or the experience of the issuing entity with respect to the leased vehicles, will be similar to that set forth in the residual value loss experience table set forth under "Delinquencies, Repossessions, Net Losses and Residual Value Loss Experience-Residual Value Loss Experience" in this prospectus.

Remarketing Program

PFS generally directs inbound customer calls to the remarketing department 90 days prior to lease maturity. In addition, the remarketing advisors proactively call lessees to determine their intent to purchase or return the related leased vehicles during the same period. Prior to lease maturity, PFS contacts each lease customer through a variety of channels, such as electronic mail and direct mail providing each customer with information regarding the lessee's lease obligations, which may include vehicle inspection requirements, turn-in requirements, option to purchase information, financing availability, and the required documentation. If the lessee indicates an intention to purchase the leased vehicle, the lessee is provided with all necessary documents to complete the purchase.

A vehicle inspection, including digital pictures of the vehicle, normally occurs in the final 90 days prior to lease maturity and may occur at the lessee's residence, place of business or a Center. The lessee is provided an estimate for Excess Wear Charges and excess mileage charges and is encouraged to file insurance claims and make repairs prior to returning the vehicle. An inspection report and digital pictures are processed electronically and transmitted for viewing by Centers online to facilitate PFS' online Center purchase channel.

From time to time, PFS has offered and may continue to offer existing lessees special lease programs on selected models for a variety of reasons, including to help mitigate residual value losses and increase sales of such selected models. These programs may offer the lessee, among other things, waiver of lease payments, waiver of Excess Wear Charges, or reduced annual percentage rate financing. There can be no assurance that PFS will offer any such programs in the future or that such programs will not change in the future.

Leased Vehicle Maintenance

Each lease contract provides that the lessee is responsible for all maintenance, repair, service and operating expenses of the leased vehicle. In addition, the lessee is responsible for all damage to the leased vehicle and for its loss, seizure or theft. At the scheduled maturity date of a lease contract, if the lessee does not purchase the leased vehicle, the lease contract requires the lessee to pay the estimated cost to repair any damages to the vehicle resulting from unreasonable or "excessive" wear and use. Unreasonable or excess wear generally includes, but is not limited to, the following: (1) inoperative mechanical and electrical parts including power accessories, (2) any and all dents, dings, scratches, chips or rusted areas on any body or trim part, (3) gouges or tears through bumper covers, broken or dented grilles, (4) mismatched paint or any mark left by special identification, (5) seats, seat belts, headlining, door panels or carpeting which is torn, worn, stained, burned or damaged, (6) cracks, scratches, pits or chips to windshields, windows, head light lenses, sealed beams or taillight assemblies, (7) any tire not part of a matching set of five tires of the same brand, size and quality (or four with an emergency "doughnut"), any tire with less than 1/8 inch of tread or any tire with gouged, cut, torn or plugged sidewalls or (8) any missing parts, accessories and adornments, including bumpers, ornamentation, aerials, hubcaps, rear view mirrors, radio and stereo components or spare tire. In addition to the programs discussed above under "-Remarketing Program" and below under "-Extensions Programs" and "-Loyalty Programs" and to encourage the lessee to enter into a new financing transaction, PFS has offered and may continue to offer existing lessees a waiver of certain Excess Wear Charges that would otherwise be due under the terms of the lease (up to an established maximum). To the extent any Excess Wear Charges are waived, they will not be available as Collections.

Methods of Vehicle Disposal

PFS utilizes PCNA as sub-servicer for Porsche vehicle remarketing. PCNA handles the disposition of all Porsche brand motor vehicles for PFS including repossessions, early terminations and end of term vehicle returns. Each lease currently provides that upon maturity, the lessee has the option to purchase the related motor vehicle for an amount equal to the stated purchase option price.

If the lessee does not exercise this option, the vehicle is returned to a franchised Center and the vehicle is offered for sale to the returning Center through the applicable branded internet site, "Porsche Direct" for Porsche vehicles at a market based price adjusted for mileage and condition. If the Center to which the vehicle is returned

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does not exercise its option to purchase the vehicle, then the vehicle is offered for sale on "Porsche Direct" in an auction bidding environment. If a vehicle is not sold through "Porsche Direct", the vehicle is then offered for sale through the Manheim auction internet site "Ove.com". Vehicles that are not sold through any of those options are then transported and sold through physical auction. PFS uses a system of auto auctions throughout the United States. Generally, PFS has an internal target of 60 days from the time a vehicle is turned in until it is sold. Repossessions and early terminations are handled in accordance with various state requirements.

Remarketing decisions related to auction assignment and logistics are primarily electronic. This allows PFS to control inventory management, flow of vehicles to the auction and placement of the vehicles to auction locations that it believes will yield the highest net recovery value.

PFS has regular sales at different major auction locations throughout the United States. PFS' highest lease volume is in the western U.S. region. See "Risk Factors-The characteristics, servicing and performance of the leases and related leased vehicles allocated to the Transaction SUBI could result in delays in payment or losses on your notes-The geographic concentration of the lessees on the leases to be allocated to the Transaction SUBI and varying economic circumstances may increase the risk of losses or reduce the return on your notes". From time to time, auction capacity and demand for pre-owned vehicles in the region where the vehicle is located may be insufficient to absorb the volume. Therefore, PFS may transport vehicles to different regions where it perceives a greater demand in order to maximize the vehicles' recovery values.

Collection and Repossession Procedures

The customer billing process is generally initiated by the distribution of invoices on a monthly basis. Monthly payments are received through various channels, including at a lockbox account or electronically (such as through direct debit or wires). Lessees may utilize a variety of recurring and one-time automated clearinghouse programs that debit funds directly from their bank accounts. As payments are received, they are electronically transferred to PFS and processed through PFS' servicing system for the application of payments to the appropriate accounts.

PFS measures delinquency by the number of days elapsed from the date a payment is due under the lease contract. PFS considers an account delinquent if any amount of a scheduled monthly payment is delinquent starting on the first day after such payment was due. If a monthly payment is 10 days past due, PFS automatically generates and mails a notice to the lessee. If a monthly payment is 20 days past due, PFS automatically generates and mails another notice to the lessee. Generally, PFS initiates telephone contact requesting payment beginning at 25 days past due. As a loss mitigation strategy, PFS may offer payment deferrals to lessees, pursuant to its customary servicing practices. If the delinquent lease cannot be brought current or completely collected within 45 days, PFS, within its customary servicing practices, generally assigns the related leased vehicle for repossession assigning the account to a repossession aggregator company, which finds a repo vendor in the requested location that will attempt to repossess the related leased vehicle. PFS holds repossessed vehicles in inventory to comply with any applicable statutory requirements for reinstatement or redemption and then sells or otherwise disposes of the vehicles. PFS' current policy is to generally charge-off a lease contract on the earlier of (1) the date on which the proceeds of sale of the lease vehicle are applied to the lease contract and (2) the month in which the lease contract reaches its 120th day of delinquency. Any deficiencies remaining after repossession and sale of the leased vehicle or after the full charge-off of the lease may be pursued by or on behalf of PFS to the extent practicable and legally permitted. See "Additional Legal Aspects of the Leases and the Leased Vehicles-Deficiency Judgments" in this prospectus.

Extensions Programs

PFS will grant lease-end extensions of motor vehicle lease contracts in accordance with its customary servicing procedures and the Transaction SUBI servicing supplement. Lessees at the end of a lease who intend to lease another Porsche vehicle but cannot do so at lease maturity, for reasons such as awaiting delivery of a new vehicle, preference for the next model year, or other timing circumstances, may qualify for a lease term extension of up to a maximum of twenty-four months. In addition, in the future, PFS may adopt incentive programs that encourage term extensions in connection with the lease of another Porsche vehicle.

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However, an early termination with respect to any lease allocated to the Transaction SUBI will not be permitted unless all end of term lease amounts due and payable by the lessee under that lease on or before the date of the lessee's election to terminate the lease have been paid by or on behalf of the lessee and are deposited in the collection account within the time period required for the servicer to deposit collections into the collection account. Following this early termination, the servicer will charge the lessee any applicable Excess Wear Charges and excess mileage charges in accordance with its customary servicing practices with respect to leases that are terminated early by the related lessee in the absence of an End of Term Lease Loyalty Program or other marketing program.

Loyalty Programs

Occasionally, PFS offers incentives to lessees whose lease contracts are nearing expiration to encourage such lessees to lease or purchase a new vehicle ("End of Term Lease Loyalty Programs"). These incentives may include waiver of one or more monthly payments otherwise payable under the related lease for leases to be allocated to the Transaction SUBI. In connection with any incentive provided with regard to a lease under an End of Term Lease Loyalty Program, PFS will deposit the amount of the waived monthly payments into the collection account. These programs are employed to promote customer loyalty by offering attractive early termination options and to provide lessees with an incentive to purchase or lease new vehicles. These programs can also be used to shift vehicles out of peak terminating months and to increase the number of off-lease vehicles that are sold or auctioned during those months in which the purchase price for off-lease vehicles tends to be higher. In connection with the End of Term Lease Loyalty Program, PFS may waive any Excess Wear Charges.

Early Termination

Each lease provides that the lessee or the lessor may terminate the lease before the scheduled end of the lease term (an "early termination") for any reason. As long as the lessee is not in default, a lessee has the right to cause an early termination by returning the leased vehicle to the lessor and paying an amount equal to the lesser of (a) (i) the disposition fee as specified in the lease, plus (ii) any due and unpaid payments under the lease, plus (iii) the scheduled payment amount times the number of scheduled payments not yet due with respect to related lease, plus (iv) any fees and taxes related to the early termination, plus (v) the contractual residual value of the vehicle, minus (vi) unearned rent charges, minus (vii) the realized value of the vehicle (as the net amount, if any, that the lessor receives from the sale of the vehicle sold at wholesale in a commercially reasonable manner), minus (viii) any insurance proceeds used to repair the vehicle and/or warranty products cancellation rebate amounts ("early termination liability amount") or (b) (i) the turn-in fee, if any, specified in the lease as the disposition fee, plus (ii) any due and unpaid payments under the lease, plus (iii) any remaining payments from the date of termination to the end of the lease, plus (iv) any other amounts owed under the lease, plus (v) any Excess Wear Charges and any charges for excess mileage, plus (vi) any official fees or taxes charged in connection with the lease termination, minus (vii) any amounts lessor receives under any insurance policy on the vehicle that are not used to repair or replace the vehicle, or from canceled insurance or other products ("remaining payment liability amount"). The lesser of the early termination liability amount and the remaining payment liability amount will be the amount due by the lessee.

Each lease also allows the lessor to cause an early termination of the lease and repossess the related leased vehicle upon a lessee default. Events of default under a lease include, but are not limited to (1) the failure by a lessee to make a payment when due, (2) the failure of the lessee to provide truthful information on the credit application, (3) the failure of the lessee to timely or properly perform any obligation under the lease, or (4) the bankruptcy or other insolvency of the lessee.

If the lessor terminates a lease early due to a lessee default, the lessee will owe the early termination liability amount, plus all reasonable expenses incurred by the lessor in the collection of all amounts past due under the lease to the extent permitted by applicable law.

An early termination of a lease may also occur if the related leased vehicle is damaged, destroyed, stolen, abandoned or confiscated by any governmental authority. In situations where the vehicle is a total loss and the lessee has complied with the insurance requirements, paid the deductible and has satisfied all of the obligations under the lease, the lessor will accept the insurance loss proceeds as satisfaction in full of the lessee's early termination liability amount or the remaining payment liability amount, as applicable. If an early termination occurs due to a total loss of the vehicle and the lessee has not complied with the lease insurance requirements, has not paid

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the deductible or has not satisfied all of its obligations under the lease, the lessee will owe the lessor an amount equal to the difference between the early termination liability amount or the remaining payment liability amount, as applicable, and any loss insurance proceeds received by the lessor with respect to the related leased vehicle.

Tangible and Electronic Contracting

Leases are originated in either tangible or electronic form. Following Center and lessee signing of a tangible contract, the Center sends the documentation constituting the tangible record related to the applicable lease to a third-party servicing center, where third-party personnel image the tangible documentation. The imaged contract documents are available for use by PFS personnel to review and audit documentation, and approve funding if the documentation meets compliance and policy requirements. The imaged contract documents continue to be available to PFS personnel for use in the ordinary course of servicing the applicable lease. Following the imaging, the original contract is shipped to a third-party document retention center that has various locations within the continental United States, which use sophisticated security conditions and techniques including advanced fire suppression technology. The servicer may request retrieval of the original contract from the document retention center in the event of the need for re-imaging or for various servicing, re-assignment or enforcement purposes.

Following the Center and the lessee signing of an electronic contract, the Center electronically sends a copy of the documentation constituting the electronic record related to the applicable lease through a third-party system to PFS. A copy of the contract documents is available for use by PFS personnel to review and audit documentation and approve funding if the documentation meets compliance and policy requirements. A copy of the contract documents continues to be available to PFS personnel for use in the ordinary course of servicing the applicable lease. The original authoritative electronically signed contract is sent to PFS' electronic vault system. The servicer may request retrieval of the original authoritative electronically signed contract from PFS' electronic vault system in the event of the need for enforcement purposes.

As of the statistical cut-off date, approximately [•]% of the lease contracts in the statistical lease portfolio (by aggregate Securitization Value of the leases and related leased vehicles in the statistical lease portfolio as of the statistical cut-off date) were originated as electronic contracts.

THE ASSET REPRESENTATIONS REVIEWER

[__], a [__], has been appointed as asset representations reviewer pursuant to an agreement between the sponsor, the servicer, the issuing entity and the asset representations reviewer. [Insert description of the extent to which the asset representations reviewer has had prior experience serving as an asset representations reviewer for asset-backed securities transactions involving motor vehicle leases.]

The asset representations reviewer is not affiliated with the sponsor, the depositor, the servicer, the indenture trustee, the owner trustee, the underwriters or any of their affiliates, nor has the asset representations reviewer been hired by the sponsor or an underwriter to perform pre-closing due diligence work on the leases. The asset representations reviewer may not resign unless the asset representation reviewer is merged into or becomes an affiliate of the sponsor, the servicer, the indenture trustee, the owner trustee or any person hired by the sponsor or an underwriter to perform pre-closing due diligence work on the leases. Upon the occurrence of such an event, the asset representations reviewer will promptly resign and the servicer will appoint a successor asset representations reviewer. All reasonable costs and expenses incurred in connection with the required resignation of the asset representations reviewer and the appointment of a successor asset representations reviewer will be paid by the predecessor asset representations reviewer.

The asset representations reviewer will be responsible for reviewing the Subject Leases for compliance with the Eligibility Representations. Under the asset representations review agreement, the asset representations reviewer will be entitled to be paid the fees and expenses set forth under "Description of the Transaction Documents-Asset Representations Review-Fees and Expenses for Asset Review." The asset representations reviewer is required to perform only those duties specifically required of it under the asset representations review agreement, as described under "Description of the Transaction Documents-Asset Representations Review." The servicer is required under the asset representation review agreement to provide the asset representation reviewer copies of the lease files and to make available to the asset representation reviewer the related contracts and records maintained by such person during normal business hours upon reasonable prior written notice in connection with a

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review of the leases. The asset representations reviewer will be required to keep all information about the leases obtained by it in confidence and may not disclose that information other than as required by the terms of the asset representations review agreement and applicable law.

The asset representations reviewer will not be liable to any person for any action taken, or not taken, in good faith under the asset representations review agreement or for errors in judgment. However, the asset representations reviewer will be liable for its misconduct, bad faith, breach of the asset representations review agreement or negligence in performing its obligations thereunder. The sponsor will indemnify the asset representations reviewer and its officers, directors, employees and agents for all costs, expenses, losses, damages and liabilities arising from the performance of the asset representations reviewer's obligations under the asset representations review agreement (including the costs and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense, loss, damage or liability resulting from the asset representations reviewer's misconduct, bad faith or negligence, failure to comply with requirements of applicable laws or breach of any of its representations, warranties, covenants or other obligations under the asset representations review agreement. The fees and expenses and indemnity payments of the asset representations reviewer due pursuant to the asset representations review agreement will be paid by the sponsor under the asset representations review agreement. To the extent these fees and expenses and indemnity payments are unpaid for at least 60 days, they will be payable out of Available Amounts as described in "Description of the Transaction Documents-Priority of Payments."

AFFILIATIONS AND CERTAIN RELATIONSHIPS

[The following parties are all affiliates of one another: the depositor, the seller, the origination trust and PFS, as, servicer, sponsor and administrator. The depositor and the seller are direct or indirect subsidiaries of Porsche Financial Services, Inc. [An affiliate of one or more of the underwriters is the [indenture trustee][owner trustee][origination trustee]]. [None of the indenture trustee, the owner trustee, the origination trustee or the asset representations reviewer is an affiliate of any of the foregoing parties.] [Additionally, none of the indenture trustee, the owner trustee, the origination trustee or the asset representations reviewer is an affiliate of one another] [describe any material affiliates.]]

THE TRANSACTION SUBI

On or prior to the closing date, the Transaction SUBI will be created and issued by the origination trust under a supplement to the origination trust agreement (the "Transaction SUBI supplement" and, together with the origination trust agreement, the "Transaction SUBI trust agreement"). To provide for the servicing of the Included Units, the origination trust, the servicer and the origination trustee will enter into a supplement to the base servicing agreement on the closing date (the "Transaction SUBI servicing supplement," and together with the base servicing agreement, the "servicing agreement"). The Transaction SUBI will represent a beneficial interest, not a direct interest, in the related Included Units. The Transaction SUBI will not represent an interest in any origination trust assets other than the Included Units. The issuing entity and the noteholders will have no interest in the UTI, any Other SUBI or any assets of the origination trust evidenced by the UTI or any Other SUBI. Payments made on or in respect of origination trust assets not represented by the Transaction SUBI will not be available to make payments on the notes. The transaction documents related to the origination trust will include the Transaction SUBI trust agreement, the Transaction SUBI servicing supplement and the Transaction SUBI Certificate. For further information regarding the origination trust, you should refer to "Additional Legal Aspects of the Origination Trust and the Transaction SUBI-The Origination Trust" in this prospectus.

The Transaction SUBI Certificate will evidence a beneficial interest in the origination trust assets allocated to the Transaction SUBI, which will generally consist of the related Included Units and all proceeds of or payments on or in respect of the related leases or leased vehicles received after the cut-off date.

On or prior to the closing date, the origination trust will issue a Transaction SUBI Certificate to or upon the order of the seller, as UTI beneficiary. See "Description of the Transaction Documents-Sale and Assignment of the Transaction SUBI Certificate" in this prospectus regarding transfers of the Transaction SUBI Certificate.

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THE LEASES

The leases to be allocated to the Transaction SUBI consist of closed-end retail motor vehicle lease contracts for new, CPO and used motor vehicles. Each of the leases was originated by a Center in the ordinary course of that Center's business and assigned to the origination trust in accordance with underwriting procedures described under "Origination and Servicing Procedures-Underwriting Procedures" in this prospectus.

Over the term of the lease, the lessee is required to make substantially equal monthly payments (unless the lease is a single payment lease) intended to cover the cost of financing the related leased vehicle, scheduled depreciation of the leased vehicle and certain sales, use or lease taxes. From each payment billed with respect to a leased vehicle, the monthly payment amount that represents the financing cost and depreciation of the leased vehicle (including any capitalized amounts, such as service contract premiums) will be available to the issuing entity to make payments in respect of the related securities. At the scheduled end of the lease term, under the lease the lessee has two options:

(1)  the lessee can purchase the leased vehicle for an amount (the "maturity date purchase option amount") equal to the sum of (a) the purchase option amount specified in the lease, (b) the purchase option fee specified in the lease, if any, (c) any other fees and taxes related to the purchase of the leased vehicle and (d) any due and unpaid payments and other charges under the lease; or

(2)  the lessee can return the leased vehicle to, or upon the order of, the lessor and pay an amount equal to (a) the turn-in fee, if any, specified in the lease, (b) any amounts assessed by the servicer as a result of excessive wear and use, excess mileage, taxes, parking tickets or fines and (c) any due and unpaid payments under the lease.

An amount equal to the sales proceeds from sales of leased vehicles to the lessees, Centers or at auction and all amounts assessed and collected by the servicer in connection with excessive wear and use and excess mileage charges upon return of the leased vehicles will be available to the issuing entity to make payments in respect of the notes. Because the leases are closed-end leases, the lessees will not be responsible for any amount by which the contractual residual value of the leased vehicle exceeds the sales proceeds received for the leased vehicle at expiration of the lease.

Each lease allocated to the Transaction SUBI is selected from those closed-end leases held in the origination trust's portfolio that meet specific criteria. See "-Characteristics of the Included Units" below.

Characteristics of the Included Units

The portfolio information presented in this prospectus is based on a portfolio of leases as of the close of business on [•], 20[•] (the "[statistical] cut-off date") and is calculated based on the Securitization Value of the statistical lease portfolio. For more information regarding how the Securitization Value for each lease is calculated, you should refer to "-Calculation of the Securitization Value" below.

The characteristics of the leases and related leased vehicles presented in this prospectus are based on the leases and related leased vehicles as of the [statistical] cut-off date that were owned by PFS and met the criteria set forth under "The Transfer Agreements and the Administration Agreement-Representations and Warranties" as of the [statistical] cut-off date. [Additional leases and related leased vehicles originated after the [statistical] cut-off date may be included in the portfolio of leases to be allocated to the issuing entity on the closing date.] [The portfolio of leases and related leased vehicles to be allocated to the Transaction SUBI on the closing date may vary somewhat from the leases and related leased vehicles in the statistical pool described in this prospectus because the actual pool will be selected from (i) leases and related leased vehicles in the statistical pool, (ii) leases and related leased vehicles originated after the statistical cut-off date and/or (iii) leases and related leased vehicles originated prior to the statistical cut-off date but that were not included in the statistical pool, which, in each case, satisfy the eligibility criteria specified in the transaction documents as of the cut-off date.] [As of the close of business on the [statistical] cut-off date, the leases and related leased vehicles in the [statistical] lease portfolio described in this prospectus had an aggregate securitization value of $[•].] The leases and related leased vehicles to be allocated to the Transaction SUBI on the closing date had an aggregate securitization value of $[•] as of the cut-off date.]

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[The characteristics of the leases and related leased vehicles allocated to the Transaction SUBI on the closing date may vary somewhat from the characteristics of the leases and related leased vehicles described in this prospectus as of the statistical cut-off date, although such variance is not expected to be material.] [The characteristics of the leases and related leased vehicles allocated to the Transaction SUBI on each funding date as of the applicable subsequent cut-off date may vary somewhat from the characteristics of the leases and related leased vehicles as of the initial cut-off date illustrated in the tables below. Any such variance is not expected to be material.]

The leases and related leased vehicles allocated to the Transaction SUBI [were][will be] selected using selection procedures that were not known or intended by PFS to be adverse to the issuing entity.

As of the [statistical] cut-off date, all of the leases and related leased vehicles in the statistical lease portfolio were originated by motor vehicle Centers and purchased by PFS or the seller from such motor vehicle Centers. Lease contracts are originated in either tangible or electronic form.

As of the [statistical] cut-off date, a majority of the pre-owned vehicles in the statistical lease portfolio (by aggregate Securitization Value of the leases and related leased vehicles in the [statistical] lease portfolio as of the statistical cut-off date) were CPO vehicles, which are vehicles that have passed an inspection by a certified Center and receive additional warranty coverage. See "Origination and Servicing Procedures-Underwriting Procedures" in this prospectus for additional information regarding CPO vehicles.

[The leases and related leased vehicles to be allocated to the Transaction SUBI will not include any leases for which the related lessee has received an extension or a deferral. The leases and related leased vehicles to be allocated to the Transaction SUBI will not include any Lamborghini or Bentley vehicles.]

As of the [statistical] cut-off date, the weighted average FICO^{®* score of the lessees in the statistical lease portfolio is approximately [•]. The FICO}® score of a lessee is calculated as of the origination of the related lease in the manner described in "Origination and Servicing Procedures-Underwriting Procedures" in this prospectus. A FICO^® score is a measurement determined by Fair, Isaac & Company using information collected by the major credit bureaus to assess credit risk. Data from an independent credit reporting agency, such as FICO^® score, is one of several factors that may be used by PFS in its credit scoring system to assess the credit risk associated with each applicant. See "Origination and Servicing Procedures-Underwriting Procedures" in this prospectus. FICO^® scores are based on independent third party information, the accuracy of which cannot be verified. FICO^® scores should not necessarily be relied upon as a meaningful predictor of the performance of the Units. In addition, FICO^® scores may change over time, depending on the conduct of the lessee and changes in credit score technology and therefore, a lessee's FICO^® score at any time in the future may be higher or lower than the lessee's FICO^® score as of origination of the related lease. See "Risk Factors-The characteristics, servicing and performance of the leases and related leased vehicles allocated to the Transaction SUBI could result in delays in payment or losses on your notes-Credit scores and historical loss experience may not accurately predict the likelihood of delinquencies, defaults and losses on the leases."

[Some of the leases in the statistical lease portfolio are "single payment leases" where the lessee makes a single upfront payment that entitles the lessee to use the related vehicle until the termination of the lease without making additional monthly payments during the term of the lease. Approximately [•]% of the lease contracts in the statistical lease portfolio (by aggregate Securitization Value of the leases and related leased vehicles in the statistical lease portfolio as of the statistical cut-off date) consist of single payment leases. Because single payment leases do not provide for the payment of ongoing scheduled lease payments, the Securitization Value of single payment leases is based entirely on the Base Residual Value of the related leased vehicle. Therefore, single payment leases have no credit exposure to the related lessee, but have greater exposure, as a percentage of the Securitization Value, to residual value risk than non-single payment leases. For more information on residual value risks, see "Risk Factors-The characteristics, servicing and performance of the leases and related leased vehicles allocated to the Transaction SUBI could result in delays in payment or losses on your notes-The residual value of leased vehicles may be adversely affected by discount pricing incentives, marketing incentive programs, recalls, used car market factors and other market factors, which may result in losses on your notes" in this prospectus.]

^* FICO^® is a federally registered trademark of Fair, Isaac & Company.

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Calculation of the Securitization Value

Under the servicing agreement, the servicer will calculate a "Securitization Value" for each Included Unit equal to the following:

The Securitization Value of a Terminated Unit is equal to zero.

The Securitization Value represents the amount of financing that will be raised against each lease and the related leased vehicle. The Securitization Value will, at any given time during the term of the lease, represent the principal amount of notes that can be amortized by the sum of the scheduled payments due in respect of the leased vehicle over the remaining lease term, plus the Base Residual Value of the leased vehicle, in each case discounted at an annualized rate equal to the Securitization Rate.

"Securitization Rate" means, for any Included Unit, an annualized rate equal to the greater of (i) [•]% and (ii) the annual rate of finance charges used to determine the scheduled lease payment stated in the related lease agreement.

The Securitization Rate is determined based on anticipated losses from the selected leases and leased vehicles so that it is anticipated that the excess spread between the coupon rate on the notes and the discount rate on the pool assets will be sufficient to make payments on the notes, after giving effect to, among other things, anticipated losses and prepayments on the selected leases and leased vehicles.

"Base Residual Value" means, for each leased vehicle, the lowest of (i) the contractual residual value established by the servicer at the time the related lease was originated or as may be subsequently revised in connection with an extension in accordance with the customary servicing practices, (ii) the ALG at Inception of the related vehicle and (iii) the ALG Mark to Market Residual of the related vehicle. The ALG at Inception and the ALG Mark to Market Residual are residual value estimates produced by the third-party source, ALG, an independent publisher of residual value percentages recognized throughout the automotive finance industry for projecting estimated vehicle market values at lease termination. "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, with respect to 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/June 2025.

The calculation of Base Residual Value has the effect of placing a cap on the total capitalized cost of a vehicle for purposes of calculating the estimated residual value of such vehicle for the purposes of this transaction.

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[Exceptions to Underwriting Criteria]

[None of the leases to be allocated to the Transaction SUBI were originated with exceptions to PFS's written underwriting guidelines.] [Approximately [__] leases, representing [__]% of the aggregate Securitization Value as of the cut-off date, were originated by PFS with exceptions made to the underwriting criteria, including [__], [__], [__] and [__]].

[Insert information on the nature of any exceptions made to the underwriting criteria, if any, and provide data regarding the number of such leases that represent an exception to the underwriting criteria in the asset pool in accordance with Item 1111(a)(8) of Regulation AB.]

Asset Level Information

The issuing entity has provided asset-level information regarding the leases and related leased vehicles that will be allocated to the Transaction SUBI as of the closing date (the "asset-level data") as an exhibit to an applicable Form ABS-EE filed by the issuing entity by the date of filing of this prospectus, which is hereby incorporated by reference. The asset-level data comprises each of the data points required with respect to automobile leases identified on Schedule AL to Regulation AB and generally includes, with respect to each lease, the related asset number, the reporting period covered, general information about the lease, information regarding the related leased vehicle, information about the related lessee, information about activity on the lease and information about modifications of the lease during the reporting period. In addition, the issuing entity will provide updated asset-level data with respect to the leases each month as an exhibit to the monthly distribution reports filed with the SEC on Form 10-D.

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Composition of the [Statistical] Lease Portfolio as of the [Statistical] Cut-Off Date

The composition, distribution by vehicle model, original lease term, remaining lease term, quarter of maturity, geographic location, FICO^® score, securitization value, powertrain, and new, CPO or used are set forth in the tables below.

Composition of the [Statistical] Lease Portfolio

as of the [Statistical] Cut-off Date

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Distribution of the [Statistical] Lease Portfolio by Vehicle Model

as of the [Statistical] Cut-off Date

Distribution of the [Statistical] Lease Portfolio by Original Lease Term

as of the [Statistical] Cut-off Date

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Distribution of the [Statistical] Lease Portfolio by Remaining Lease Term

as of the [Statistical] Cut-off Date

Distribution of the [Statistical] Lease Portfolio by Quarter of Maturity

as of the [Statistical] Cut-off Date

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Distribution of the [Statistical] Lease Portfolio by Geographic Location

as of the [Statistical] Cut-off Date