Browse EX-10 agreements

AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, as Issuer

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Series 2026-3 Agent

_____________________

SERIES 2026-3 SUPPLEMENT dated as of

June 9, 2026

to

SECOND AMENDED AND RESTATED BASE INDENTURE dated as of June 3, 2004

_____________________

 

 

Series 2026-3 4.82% Rental Car Asset Backed Notes, Class A

Series 2026-3 5.21% Rental Car Asset Backed Notes, Class B

Series 2026-3 5.50% Rental Car Asset Backed Notes, Class C

Series 2026-3 6.96% Rental Car Asset Backed Notes, Class D

Series 2026-3 8.429% Rental Car Asset Backed Notes, Class R

 

 

 

 

 

TABLE OF CONTENTS

 

Page

 

ARTICLE I DEFINITIONS

2

 

 

ARTICLE II SERIES 2026-3 ALLOCATIONS

28

 

 

Section 2.1.

Establishment of Series 2026-3 Collection Account, Series 2026-3 Excess Collection Account and Series 2026-3 Accrued Interest Account

28

Section 2.2.

Allocations with Respect to the Series 2026-3 Notes

29

Section 2.3.

Payments to Noteholders

34

Section 2.4.

…

AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, as Issuer

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Series 2026-4 Agent

_____________________

SERIES 2026-4 SUPPLEMENT dated as of

June 9, 2026

to

SECOND AMENDED AND RESTATED BASE INDENTURE dated as of June 3, 2004

_____________________

 

 

Series 2026-4 5.09% Rental Car Asset Backed Notes, Class A

Series 2026-4 5.48% Rental Car Asset Backed Notes, Class B

Series 2026-4 5.87% Rental Car Asset Backed Notes, Class C

Series 2026-4 7.67% Rental Car Asset Backed Notes, Class D

Series 2026-4 9.134% Rental Car Asset Backed Notes, Class R

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

Page

ARTICLE I DEFINITIONS

2

 

 

ARTICLE II SERIES 2026-4 ALLOCATIONS

28

 

 

 

Section 2.1.

Establishment of Series 2026-4 Collection Account, Series 2026-4 Excess Collection Account and Series 2026-4 Accrued Interest Account

28

Section 2.2.

Allocations with Respect to the Series 2026-4 Notes

29

Section 2.3.

Payments to Noteholders

34

Section 2.4.

…

Document

Exhibit 10.1

Amendment No. 2 to Daré Bioscience, Inc. 2022 Stock Incentive Plan

This Amendment No. 2 (this “Amendment”) to the Daré Bioscience, Inc. 2022 Stock Incentive Plan (the “Plan”) is adopted by Daré Bioscience, Inc. (the “Company”), effective as of June 11, 2026, the date it was approved by the Company’s stockholders. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan.

WHEREAS, the Company maintains the Plan;

WHEREAS, Section 11(d) of the Plan provides that the Board may amend, suspend or terminate the Plan or any portion thereof at any time provided that no amendment that would require stockholder approval under the rules of Nasdaq may be made effective unless and until the Company’s stockholders approve such amendment; and

WHEREAS, subject to the approval of the Company’s stockholders, the Board approved this Amendment to increase the number of shares of Common Stock reserved for issuance under the Plan by 1,500,000.

…

Document

Exhibit 10.1

EXECUTION COPY

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

September 22, 2011 as amended and restated as of March 10, 2016

as further amended and restated as of October 30, 2018

as further amended and restated as of May 12, 2022

as further amended as of June 17, 2024

and as further amended and restated as of June 9, 2026

among

AMETEK, INC.

The Foreign Subsidiary Borrowers Party Hereto

The Lenders Party Hereto

JPMORGAN CHASE BANK, N.A. and J.P. MORGAN SE as Administrative Agent

BANK OF AMERICA, N.A.,

 PNC BANK, NATIONAL ASSOCIATION,

TRUIST BANK and

WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Syndication Agents

and

U.S. BANK NATIONAL ASSOCIATION,

 BNP PARIBAS,

NATIONAL WESTMINSTER BANK PLC

COMMERZBANK AG, NEW YORK BRANCH,

THE BANK OF NOVA SCOTIA,

CITIZENS BANK, N.A. and

ING BANK N.V. DUBLIN BRANCH as Co-Documentation Agents

JPMORGAN CHASE BANK, N.A.,

BofA SECURITIES, INC.,

PNC CAPITAL MARKETS LLC,

TRUIST SECURITIES, INC. and

WELLS FARGO SECURITIES, LLC as Joint Bookrunners and Joint Lead Arrangers

---

Table Of Contents

…

Document

Exhibit 10.2

EXECUTION VERSION

Delayed Draw Term Loan Deal CUSIP: 03110QAG8

Tranche A Facility CUSIP: 03110QAH6 Tranche B Facility CUSIP: 03110QAJ2 Tranche C Facility CUSIP: 03110QAK9

TERM LOAN CREDIT AGREEMENT

dated as of

June 9, 2026

among

AMETEK, INC.

The Lenders Party Hereto

BANK OF AMERICA, N.A. as Administrative Agent

JPMORGAN CHASE BANK, N.A.,

PNC BANK, NATIONAL ASSOCIATION,

TRUIST BANK and

WELLS FARGO BANK, NATIONAL ASSOCIATION as Syndication Agents

and

U.S. BANK NATIONAL ASSOCIATION,

BNP PARIBAS,

NATIONAL WESTMINSTER BANK PLC and

COMMERZBANK AG, NEW YORK BRANCH as Documentation Agents

BOFA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A.,

    PNC BANK CAPITAL MARKETS LLC,

TRUIST SECURITIES and

WELLS FARGO SECURITIES, LLC as Joint Bookrunners and Joint Lead Arrangers

    

    

---

Table Of Contents

Page

SECTION 1.01.

DEFINED TERMS

1

SECTION 1.02.

CLASSIFICATION OF LOANS AND BORROWINGS

31

SECTION 1.03.

TERMS GENERALLY

31

SECTION 1.04.

ACCOUNTING TERMS; GAAP

31

SECTION 1.05.

INTEREST RATES; BENCHMARK NOTIFICATION

32

…

Exhibit 10.2

 

 

 

TRANSACTION SUBI SUPPLEMENT 2026-1 TO AMENDED AND RESTATED SERVICING AGREEMENT

 

by and among

 

PORSCHE LEASING LTD., as Origination Trust

 

WILMINGTON TRUST COMPANY, as Origination Trustee

 

and

 

PORSCHE FINANCIAL SERVICES, INC., as Servicer

 

Dated as of June 12, 2026 

 

 

 

 

 

Table of Contents

 

Page

 

ARTICLE VI

DEFINITIONS

2

 

 

 

 

Section 6.1

Definitions

2

Section 6.2

Other Interpretive Provisions

2

 

 

 

 

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF SERVICER

3

 

 

 

 

Section 7.1

Existence and Power

3

Section 7.2

Authorization and No Contravention

3

Section 7.3

No Consent Required

3

Section 7.4

Binding Effect

3

Section 7.5

No Proceedings

3

Section 7.6

Fidelity Bond

4

 

 

 

 

ARTICLE VIII

SPECIFIC REQUIREMENTS FOR ADMINISTRATION AND SERVICING OF THE TRANSACTION SUBI PORTFOLIO

4

 

 

 

 

Section 8.1

Appointment of Servicer

4

Section 8.2

Servicer Bound by Origination Servicing Agreement

5

Section 8.3

Application of Proceeds

5

…

Exhibit 10.5

 

PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1

 

AMENDED AND RESTATED TRUST AGREEMENT

 

between

 

PORSCHE AUTO FUNDING LLC,

as the Depositor,

 

and

 

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as the Owner Trustee 

 

Dated as of June 12, 2026

 

 

 

 

Table of Contents

 

 

 

Page

 

 

 

ARTICLE I

DEFINITIONS

1

 

 

 

SECTION 1.1

Capitalized Terms

1

SECTION 1.2

Other Interpretive Provisions

1

 

 

 

ARTICLE II

ORGANIZATION

2

 

 

 

SECTION 2.1

Name

2

SECTION 2.2

Office

2

SECTION 2.3

Purposes and Powers

2

SECTION 2.4

Appointment of the Owner Trustee

3

SECTION 2.5

Declaration of Trust

3

SECTION 2.6

Organizational Expenses; Liabilities of the Holders

3

SECTION 2.7

Title to the Trust Estate

3

SECTION 2.8

Representations and Warranties of the Depositor

4

SECTION 2.9

Situs of Issuer

5

 

 

 

ARTICLE III

CERTIFICATE AND TRANSFER OF CERTIFICATE

5

 

 

 

SECTION 3.1

Initial Ownership

5

SECTION 3.2

Authentication of Certificate

…

Exhibit 10.4

 

 

SUBI TRANSFER AGREEMENT

 

dated as of June 12, 2026

 

between

 

PORSCHE AUTO FUNDING LLC, as Seller

 

and

 

PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1, as Issuer

 

 

 

 

 

Table of Contents

 

 

 

Page

 

 

 

ARTICLE I DEFINITIONS

2

 

 

SECTION 1.1

Definitions

2

SECTION 1.2

Other Interpretive Provisions

2

 

 

 

ARTICLE II PURCHASE AND CONTRIBUTION

2

 

 

 

SECTION 2.1

Agreement to Sell and Transfer Transaction SUBI and Transaction SUBI Certificate

2

SECTION 2.2

Consideration and Payment

2

SECTION 2.3

Representations and Warranties of Seller

3

SECTION 2.4

Protection of Title

4

SECTION 2.5

Other Liens or Interests

4

SECTION 2.6

Initial Reserve Account Deposit

4

 

 

 

ARTICLE III MISCELLANEOUS

5

 

 

 

SECTION 3.1

Transfers Intended as Sales; Security Interest.

5

SECTION 3.2

Notices, Etc.

6

SECTION 3.3

Governing Law

6

SECTION 3.4

Headings

6

SECTION 3.5

Separate Counterparts

6

SECTION 3.6

Amendment

6

SECTION 3.7

Waivers

7

SECTION 3.8

Entire Agreement

…

Exhibit 10.3

 

 

 

SUBI SALE AGREEMENT

 

dated as of June 12, 2026

 

between

 

PORSCHE FUNDING LIMITED PARTNERSHIP, as Seller

 

and

 

PORSCHE AUTO FUNDING LLC, as Buyer

 

 

 

 

 

 

Table of Contents

 

 

 

Page

 

 

 

ARTICLE I

DEFINITIONS

1

 

 

 

SECTION 1.1 Definitions

1

SECTION 1.2 Other Interpretive Provisions

1

 

 

ARTICLE II

PURCHASE AND CONTRIBUTION

2

 

 

 

SECTION 2.1 Agreement to Sell and Contribute

2

SECTION 2.2 Consideration and Payment

2

 

 

ARTICLE III

REPRESENTATIONS AND WARRANTIES

2

 

 

 

SECTION 3.1 Representations and Warranties of the Seller

2

SECTION 3.2 Representations and Warranties of Seller regarding the Purchased Assets

4

SECTION 3.3 Reallocation upon Breach

4

SECTION 3.4 Protection of Title

5

SECTION 3.5 Other Liens or Interests

5

 

 

ARTICLE IV

MISCELLANEOUS

6

 

 

 

SECTION 4.1 Transfers Intended as Sales; Security Interest

6

SECTION 4.2 Notices, Etc.

7

SECTION 4.3 Governing Law

7

SECTION 4.4 Headings

7

SECTION 4.5 Separate Counterparts

7

…

Exhibit 10.1

 

 

 

TRANSACTION SUBI SUPPLEMENT 2026-1 TO AMENDED AND RESTATED TRUST AGREEMENT

 

between

 

PORSCHE FUNDING LIMITED PARTNERSHIP,as UTI Holder

 

and

 

WILMINGTON TRUST COMPANY, as Origination Trustee

 

Dated as of June 12, 2026

 

 

 

 

 

 

TABLE OF Contents

 

Page

 

Part X. DEFINITIONS; THIRD-PARTY BENEFICIARIES

2

 

 

Section 10.1

Definitions

2

Section 10.2

Third-Party Beneficiaries

2

 

 

 

Part XI. CREATION OF THE TRANSACTION SUBI

2

 

 

Section 11.1

Initial Creation of Transaction SUBI Portfolio and Transaction SUBI

2

Section 11.2

Subsequent Removals From the Transaction SUBI Portfolio

3

Section 11.3

Issuance and Form of Transaction SUBI Certificate

4

Section 11.4

Filings; Termination of Transaction SUBI; Related Matters

4

Section 11.5

Representations and Warranties of Origination Trustee

5

Section 11.6

Merger and Consolidation of Origination Trustee

6

 

 

 

Part XII. ASSIGNMENT OF THE TRANSACTION SUBI

6

 

 

Section 12.1

Assignment

6

…

Exhibit 10.6

 

 

 

ADMINISTRATION AGREEMENT

 

among

 

PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1,

as Issuer,

 

PORSCHE FINANCIAL SERVICES, INC.,

as Administrator

 

and

 

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Indenture Trustee

 

Dated as of June 12, 2026

 

 

 

 

 

 

Table of Contents

 

Page

 

Duties of the Administrator

1

Records

3

Compensation; Payment of Fees and Expenses

3

Independence of the Administrator

3

No Joint Venture

4

Other Activities of the Administrator

4

Representations and Warranties of the Administrator

4

Administrator Replacement Events; Termination of the Administrator

5

Action upon Termination, Removal or Resignation

6

Liens

6

Notices

6

Amendments

6

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

8

Headings

8

Counterparts

9

Entire Agreement

9

Severability of Provisions

9

Not Applicable to PFS in Other Capacities; Merger of Administrator

…

Exhibit 10.8

 

 

 

ASSET REPRESENTATIONS REVIEW AGREEMENT

 

among

 

PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1, as Issuer,

 

PORSCHE FINANCIAL SERVICES, INC., as Sponsor and Servicer

 

and

 

CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer

 

 

 

Dated as of June 12, 2026

 

 

 

 

 

 

 

 

Table of Contents

 

Page

 

ARTICLE I USAGE AND DEFINITIONS

1

 

 

 

Section 1.1

Usage and Definitions

1

Section 1.2

Additional Definitions

2

 

 

 

ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

3

 

 

 

Section 2.1

Engagement; Acceptance

3

Section 2.2

Confirmation of Scope

3

 

 

 

ARTICLE III ASSET REPRESENTATIONS REVIEW PROCESS

3

 

 

 

Section 3.1

Review Notices

3

Section 3.2

Identification of Subject Leases

3

Section 3.3

Review Materials

3

Section 3.4

Performance of Reviews

4

Section 3.5

Review Reports

5

Section 3.6

Limitations on Review Obligations

5

Section 3.7

Dispute Resolution.

6

 

 

 

ARTICLE IV ASSET REPRESENTATIONS REVIEWER

6

…