Browse EX-10 agreements

Exhibit 10.3

Execution Version

 

 

 

SALE AND SERVICING AGREEMENT

 

 

among

 

 

FORD CREDIT AUTO OWNER TRUST 2026-B, as Issuer,

 

 

FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor

 

 

and

 

 

FORD MOTOR CREDIT COMPANY LLC, as Servicer

 

 

Dated as of June 1, 2026

 

 

 

 

 

 

TABLE OF CONTENTS

 

ARTICLE I USAGE AND DEFINITIONS

1

Section 1.1.

Usage and Definitions

1

ARTICLE II SALE AND PURCHASE OF SOLD PROPERTY; REPRESENTATIONS AND WARRANTIES

1

Section 2.1.

Sale of Sold Property

1

Section 2.2.

Acknowledgement of Further Assignments

1

Section 2.3.

Savings Clause

1

Section 2.4.

Depositor's Representations and Warranties About Sold Property

2

Section 2.5.

Depositor's Repurchase of Receivables for Breach of Representations

4

Section 2.6.

Dispute Resolution

5

ARTICLE III SERVICING OF RECEIVABLES

8

Section 3.1.

Engagement

8

Section 3.2.

Servicing of Receivables

8

Section 3.3.

Servicer's Purchase of Receivables

10

Section 3.4.

Sale of Charged-Off Receivables

11

Section 3.5.

…

Exhibit 10.4

Execution Version

 

 

 

ADMINISTRATION AGREEMENT

 

between

 

FORD CREDIT AUTO OWNER TRUST 2026-B, as Issuer,

 

and

 

FORD MOTOR CREDIT COMPANY LLC, as Administrator

 

Dated as of June 1, 2026

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

ARTICLE I USAGE AND DEFINITIONS

1

Section 1.1.

Usage and Definitions

1

 

 

 

ARTICLE II ADMINISTRATION OF ISSUER

1

 

 

 

Section 2.1.

Engagement of Administrator

1

Section 2.2.

Administrator's Rights and Obligations

1

Section 2.3.

Limits on Administrator's Rights and Obligations

2

Section 2.4.

Power of Attorney

3

Section 2.5.

Access to Issuer Records

3

Section 2.6.

Review of Administrator's Records

3

Section 2.7.

Updating List of Responsible Persons

3

Section 2.8.

Administrator's Fees and Expenses

3

 

 

 

ARTICLE III ADMINISTRATOR

3

Section 3.1.

Administrator's Representations and Warranties

3

Section 3.2.

Liability of Administrator

4

Section 3.3.

Indemnities

5

Section 3.4.

Resignation and Removal of Administrator

6

Section 3.5.

Successor Administrator

7

…

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.

…

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:

…

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

…

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

…

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

…

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.

…

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

…

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).

…

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.

…

Serve Robotics Inc.

Indemnification Agreement

 

This Indemnification Agreement (this “Agreement”) is made as of June 22, by and between Serve Robotics Inc., a Delaware corporation (the “Company”), and Andreas Lieber (“Indemnitee”).

RECITALS

 

The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. The Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers and key employees to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited. Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee may not be willing to continue to serve in Indemnitee’s current capacity with the Company without additional protection. The Company desires to attract and retain the services o

…