Browse EX-10 agreements

Execution Version

ACCESSION AGREEMENT

Reference is hereby made to that certain Intercreditor Agreement, dated as of December 9, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among (i) Exeter Finance LLC, as servicer, (ii) Citibank, N.A., as intercreditor agent, and (iii) each Other Party that becomes a party thereto pursuant to the terms thereof.  Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement.

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Execution Version

 

 

 

CUSTODIAN AGREEMENT

among

EXETER FINANCE LLC, as Custodian,

EXETER FINANCE LLC, as Servicer,

and

CITIBANK, N.A., as Indenture Trustee

Dated as of May 31, 2026

 

 

 

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THIS CUSTODIAN AGREEMENT, dated as of May 31, 2026, is made with respect to the issuance of Notes and Certificates by Exeter Automobile Receivables Trust 2026-3 (the “Issuer”), and is among EXETER FINANCE LLC, as custodian (in such capacity, the “Custodian”), EXETER FINANCE LLC, as servicer (in such capacity, the “Servicer”), and CITIBANK, N.A., a national banking association, as indenture trustee (in such capacity, the “Indenture Trustee”).  Capitalized terms used herein which are not defined herein shall have the meanings set forth in the Sale and Servicing Agreement (as hereinafter defined).

 

W I T N E S S E T H:

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Execution Version

 

 

ASSET REPRESENTATIONS REVIEW AGREEMENT

 

among

 

EXETER AUTOMOBILE RECEIVABLES TRUST 2026-3, Issuer,

 

EXETER FINANCE LLC, Servicer,

 

and

 

CLAYTON FIXED INCOME SERVICES LLC, Asset Representations Reviewer

 

 

 

Dated as of May 31, 2026

 

 

 

 

 

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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

1

 

 

 

Section 1.1.

Definitions

1

Section 1.2.

Additional Definitions

1

 

 

 

ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

2

 

 

 

Section 2.1.

Engagement; Acceptance

2

Section 2.2.

Confirmation of Status

2

 

 

 

ARTICLE III ASSET REPRESENTATIONS REVIEW PROCESS

3

 

 

 

Section 3.1.

Asset Review Notices

3

Section 3.2.

Identification of Asset Review Receivables

3

Section 3.3.

Asset Review Materials.

3

Section 3.4.

Performance of Asset Reviews.

4

Section 3.5.

Asset Review Reports

4

Section 3.6.

Asset Review Representatives.

5

Section 3.7.

Dispute Resolution

5

Section 3.8.

Limitations on Asset Review Obligations.

5

 

 

 

ARTICLE IV ASSET REPRESENTATIONS REVIEWER

6

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Execution Version

 

 

 

 

CONTRIBUTION AGREEMENT

 

 

between

 

 

EXETER HOLDINGS TRUST 2026-3 Transferee

 

 

and

 

 

EXETER AUTOMOBILE RECEIVABLES TRUST 2026-3 Transferor

 

 

 

 

 

 

Dated as of May 31, 2026

 

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TABLE OF CONTENTS

 

Page

 

ARTICLE I      DEFINITIONS

1

 

 

SECTION 1.1 General

1

SECTION 1.2 Specific Terms

1

SECTION 1.3 Usage of Terms

2

SECTION 1.4 [Reserved].

2

SECTION 1.5 No Recourse

2

SECTION 1.6 Action by or Consent of Noteholders and Certificateholders

3

 

 

ARTICLE II     TRANSFER OF THE CONVEYED ASSETS

3

 

 

SECTION 2.1 Transfer of the Conveyed Assets.

3

 

 

ARTICLE III   REPRESENTATIONS AND WARRANTIES

4

 

 

SECTION 3.1 Representations and Warranties of Transferor

4

SECTION 3.2 Representations and Warranties of Transferee

6

 

 

ARTICLE IV   COVENANTS OF SELLER

8

 

 

SECTION 4.1 Protection of Title of Transferee.

8

SECTION 4.2 Other Liens or Interests

9

SECTION 4.3 Costs and Expenses

9

 

 

ARTICLE V     MISCELLANEOUS

9

 

 

SECTION 5.1 Liability of Transferor

9

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Execution Version

 

PURCHASE AGREEMENT

 

between

 

EFCAR, LLC Purchaser

 

and

 

EXETER FINANCE LLC

Seller

Dated as of May 31, 2026

 

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TABLE OF CONTENTS

 

Page

 

ARTICLE I.

DEFINITIONS

1

 

 

 

SECTION 1.1

General

1

SECTION 1.2

Specific Terms

1

SECTION 1.3

Usage of Terms

2

SECTION 1.4

[Reserved].

2

SECTION 1.5

No Recourse

2

SECTION 1.6

Action by or Consent of Noteholders and Certificateholders

2

 

 

 

ARTICLE II.

CONVEYANCE OF THE EFLLC RECEIVABLES AND THE EFLLC OTHER CONVEYED PROPERTY

3

 

 

 

SECTION 2.1

Conveyance of the EFLLC Receivables and the EFLLC Other Conveyed Property.

3

 

 

 

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

4

 

 

 

SECTION 3.1

Representations and Warranties of Seller

4

SECTION 3.2

Representations and Warranties of Purchaser

8

SECTION 3.3

Representations and Warranties of Seller as to each EFLLC Receivable

10

 

 

 

ARTICLE IV.

COVENANTS OF SELLER

10

 

 

 

SECTION 4.1

Protection of Title of Purchaser.

10

SECTION 4.2

Other Liens or Interests

12

SECTION 4.3

…

This              day of             2024

Between

 

ONG CARE SCAN SDN. BHD. (692430-W)

[Landlord]

 

And

 

DAMI STRATEGIES SDN. BHD. [202201010119 (1455816-T)]

[Tenant]

 

TENANCY AGREEMENT

 

Ong Care Scan Sdn Bhd

4th Floor, Wisma Life Care,

No.5, Jalan Kerinchi,

Bangsar South,

59200 Kuala Lumpur.

 

 

 

 

********** This page is intentionally left blank**********

 

2

 

 

TENANCY AGREEMENT

 

THIS TENANCY AGREEMENT made this

 

BETWEEN ONG CARE SCAN SDN BHD (Company No.: 692430-W) having its registered address at 4th Floor, Wisma Life Care, No.5, Jalan Kerinchi, 59200 Bangsar South, Kuala Lumpur (hereinafter referred to as “the Landlord”) which expression shall where the context so admits include its personal representative, successor in title and assign of the one part.

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Document

EXHIBIT 10.1

PVH CORP.

STOCK INCENTIVE PLAN

(As Amended and Restated Effective June 18, 2026)

1.    Establishment, Objectives and Duration.

(a)    Establishment of the Plan. PVH Corp. established this incentive compensation plan to permit the granting of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Share Units and Other Stock-Based Awards to the persons and for the purposes described herein. The Plan first became effective on April 27, 2006 (the “Effective Date”), was amended and restated effective April 30, 2009, June 25, 2009, June 23, 2011, April 26, 2012, May 7, 2014, April 30, 2015, April 20, 2020 and June 22, 2023 and had its material terms approved at the 2006, 2011 and 2015 Annual Meeting of Stockholders. Definitions of capitalized terms used in the Plan are contained in the attached glossary, which is an integral part of the Plan.

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ex102-mufgxcarmaxxtermlo

TERM LOAN CREDIT AGREEMENT Dated as of June 15, 2026 among CARMAX AUTO SUPERSTORES, INC., as the Borrower, CARMAX, INC. and MUFG BANK, LTD., as Administrative Agent, and THE LENDERS PARTY HERETO MUFG BANK, LTD., CANADIAN IMPERIAL BANK OF COMMERCE and ROYAL BANK OF CANADA, as Joint Lead Arrangers and Joint Bookrunners PNC BANK, NATIONAL ASSOCIATION, as Documentation Agent

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i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS ...................................................................... 1 1.01 Defined Terms .................................................................................................................... 1 1.02 Other Interpretive Provisions ............................................................................................ 27 1.03 Accounting Terms ............................................................................................................. 28 1.04 Rounding ........................................................................................................................... 29 1.

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IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF WEST VIRGINIA

 

 

UNITED STATES OF AMERICA,

 

and

 

STATE OF WEST VIRGINIA, by and through

the WEST VIRGINIA DEPARTMENT OF

ENVIRONMENTAL PROTECTION,

 

CIVIL ACTION: No.:

 

Plaintiffs,

 

v.

 

THE CHEMOURS COMPANY and

THE CHEMOURS COMPANY FC, LLC,

 

Defendants.

 

 

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TABLE OF CONTENTS

 

I.

JURISDICTION AND VENUE

3

II.

APPLICABILITY

4

III.

DEFINITIONS

5

IV.

CIVIL PENALTY

6

V.

COMPLIANCE/MITIGATION

10

VI.

REPORTING REQUIREMENTS

17

VII.

STIPULATED PENALTIES

19

VIII.

FORCE MAJEURE

27

IX.

DISPUTE RESOLUTION

29

X.

INFORMATION COLLECTION AND RETENTION

32

XI.

EFFECT OF SETTLEMENT/RESERVATION OF RIGHTS

35

XII.

COSTS

39

XIII.

NOTICES

40

XIV.

EFFECTIVE DATE

41

XV.

RETENTION OF JURISDICTION

41

XVI.

MODIFICATION

42

XVII.

TERMINATION

42

XVIII.

PUBLIC PARTICIPATION

43

XIX.

SIGNATORIES/SERVICE

44

XX.

INTEGRATION

44

XXI.

26 U.S.C. SECTION 162(f)(2)(A)(ii) IDENTIFICATION

44

XXII.

HEADINGS

45

XXIII.

APPENDICES

45

XXIV.

FINAL JUDGMENT

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Document

Exhibit 10.1

CAVA GROUP, INC.

EXECUTIVE SEVERANCE PLAN

Amended and Restated Effective on June 22, 2026

Plan Document/Summary Plan Description

CAVA Group, Inc. (the “Company”) has adopted the CAVA Group, Inc. Executive Severance Plan (the “Plan”) for the benefit of certain employees of the Company and its subsidiaries (hereinafter referred to as the “Company Group”), on the terms and conditions hereinafter stated, amended effective as of the Effective Date.

The Plan is not intended to be an “employee pension benefit plan” or “pension plan” within the meaning of Section 3(2) of ERISA. Rather, the Plan is intended to be a “welfare benefit plan” within the meaning of Section 3(1) of ERISA and to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations, Section 2510.3-2(b).

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LOAN AGREEMENT

 

THIS LOAN AGREEMENT (this “Agreement”) is entered into as of June 23, 2026 (the “Effective Date”), by and between David Shan (“Lender”), and Massimo Group, a Nevada corporation, with its principal place of business at 3101 W. Miller Road, Garland, TX 75041 (“Borrower”).

 

RECITALS

 

WHEREAS, Borrower has requested that Lender make available to Borrower a loan facility of up to $4 million on a draw-down basis; and

 

WHEREAS, Lender is willing to make such loan facility available to Borrower on the terms and subject to the conditions set forth in this Agreement.

 

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

 

Article 1 — Definitions and Interpretation

 

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

 

a.

“Advance” means each disbursement of Loan proceeds made by Lender to Borrower pursuant to Article 2.

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