Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance of each of the Financing Documents by each Obligor party thereto will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which such Obligor or any Subsidiary is bound or by which such Obligor or any Subsidiary or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor or any Subsidiary.
Appears in 4 contracts
Samples: Amended and Restated Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/), Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/), Second Amended and Restated Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/)
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Company of each this Agreement and the Notes and by the Guarantor of this Agreement and the Financing Documents by each Obligor party thereto Guarantees will not (ia) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any either Obligor or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which such either Obligor or any Subsidiary is bound or by which such either Obligor or any Subsidiary or any of its their respective properties may be bound or affected, (iib) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree decree, or ruling of any court, arbitrator or Governmental Authority applicable to any either Obligor or any Subsidiary or (iiic) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any either Obligor or any Subsidiary.
Appears in 4 contracts
Samples: Note and Guarantee Agreement (Amcor PLC), Note and Guarantee Agreement (Amcor PLC), Note and Guarantee Agreement (Amcor PLC)
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by such Obligor of each of the Financing Documents by each Obligor Loan Document to which it is a party thereto will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property Property of any such Obligor or any Subsidiary of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which such Obligor or any such Subsidiary is bound or by which such Obligor or any such Subsidiary or any of its properties their respective Properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree decree, or ruling of any court, arbitrator or Governmental Authority applicable to any such Obligor or any Subsidiary of its Subsidiaries or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority Rule applicable to any such Obligor or any Subsidiaryof its Subsidiaries.
Appears in 4 contracts
Samples: Credit Agreement (Unisource Energy Corp), Credit Agreement (Unisource Energy Corp), Credit Agreement (Tucson Electric Power Co)
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance of each by the Company of the Notes and by the Obligors and HIL of the other Financing Documents by each Obligor party thereto will not not
(ia) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor or any Subsidiary HIL under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter charter, bylaws or by-lawsother constitutive document, shareholders agreement or any other material agreement or instrument to which such Obligor or any Subsidiary HIL is bound or by which such Obligor or any Subsidiary HIL or any of its their respective properties may be bound or affected, ,
(iib) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree decree, or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor or any Subsidiary or HIL, or
(iiic) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor or any SubsidiaryHIL.
Appears in 3 contracts
Samples: Note Purchase Agreement (Hampshire Group LTD), Note Purchase Agreement (Hampshire Group LTD), Note Purchase Agreement (Hampshire Group LTD)
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Transferee Company of each of the Financing Documents by each Obligor party thereto this Agreement will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor the Transferee Company or any Restricted Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-lawsarticles of formation, shareholders partnership agreement, operating agreement or any other agreement or instrument to which such Obligor the Transferee Company or any Restricted Subsidiary is bound or by which such Obligor the Transferee Company or any Restricted Subsidiary or any of its their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any Material order, judgment, decree decree, or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor the Transferee Company or any Restricted Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor the Transferee Company or any Restricted Subsidiary.
Appears in 2 contracts
Samples: Note Purchase Agreement (Alliance Resource Partners Lp), Note Purchase Agreement (Alliance Resource Partners Lp)
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Company of each this Agreement and the Notes and by the Subsidiary Guarantors of the Financing Documents by each Obligor party thereto their respective Subsidiary Guarantees will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or charter, by-lawslaws or other organization document, shareholders agreement or any other agreement or instrument to which such Obligor the Company or any Subsidiary is bound or by which such Obligor the Company or any Subsidiary or any of its their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree decree, or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor the Company or any Subsidiary.
Appears in 2 contracts
Samples: Note Purchase Agreement (Spartech Corp), Note Purchase Agreement (Spartech Corp)
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance of each of the Financing Documents its obligations by each Obligor of each Financing Agreement to which such Obligor is a party thereto (including in the case of the Company, the Notes) will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien (except, with respect to Liens to secure the Senior Secured Indebtedness, as contemplated by the Transaction Facilities) in respect of any property of any either Obligor or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter charter, memorandum of association, articles of association, regulations or by-laws, shareholders agreement or any other agreement or instrument to which such either Obligor or any Subsidiary is bound or by which such any Obligor or any Subsidiary or any of its their respective properties may be bound or affected, (ii) conflict with or result in a breach of violate any of the terms, conditions or provisions of any order, judgment, decree decree, or ruling of any court, arbitrator or Governmental Authority applicable to any either Obligor or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor or any Subsidiary.
Appears in 2 contracts
Samples: Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V), Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V)
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance of each of the Financing Documents by each Obligor of each Transaction Document to which it is a party thereto will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property Property of any such Obligor or any Subsidiary of the Company under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which such Obligor or any Subsidiary of the Company is bound or by which such Obligor or any Subsidiary of the Company or any of its properties their respective Properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree decree, or ruling of any court, arbitrator or Governmental Authority applicable to any such Obligor or any Subsidiary of the Company or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any such Obligor or any SubsidiarySubsidiary of the Company.
Appears in 2 contracts
Samples: Note Purchase Agreement (Unisource Energy Corp), Purchase Agreement (Unisource Energy Corp)
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Company and each of each its Subsidiaries of the Financing Documents by each Obligor and Security Documents to which it is a party thereto will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or charter, by-lawslaws or other Organization Document, shareholders agreement or any other agreement or instrument to which such Obligor the Company or any Subsidiary is bound or by which such Obligor the Company or any Subsidiary or any of its their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree decree, or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor the Company or any Subsidiary.
Appears in 2 contracts
Samples: Note Purchase Agreement (Spartech Corp), Note Purchase Agreement (Spartech Corp)
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance of each of the Financing Documents by each Obligor party thereto of this Agreement and the Notes will not (ia) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any either Obligor or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders partnership agreement or any other agreement or instrument to which such either Obligor or any Subsidiary is bound or by which such either Obligor or any Subsidiary or any of its the irrespective properties may be bound or affected, (iib) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree decree, or ruling of any court, arbitrator or Governmental Authority applicable to any either Obligor or any Subsidiary Subsidiary, or (iiic) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any either Obligor or any Subsidiary.
Appears in 2 contracts
Samples: Note Purchase Agreement (Sovran Self Storage Inc), Note Purchase Agreement (Sovran Self Storage Inc)
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Note Parties of each this Agreement and the Company of the Financing Documents by each Obligor party thereto Notes will not (i) contraveneconflict with, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor Note Party or any Restricted Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which such Obligor any Note Party or any Restricted Subsidiary is bound or by which such Obligor any Note Party or any Restricted Subsidiary or any of its their respective properties may be bound or affectedbound, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree decree, or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor Note Party or any Restricted Subsidiary or (iii) violate any provision Applicable Law presently in effect except for any conflict, breach, default, creation of any statute a Lien, or other rule violation described in clauses (i), (ii) or regulation of any Governmental Authority applicable (iii) above which would not reasonably be expected to any Obligor or any Subsidiaryresult in a Material Adverse Effect.
Appears in 1 contract
Samples: Note Purchase Agreement (Brinks Co)
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Parent and the Company of each of the Financing Documents by each Obligor Note Document to which it is a party thereto will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor the Parent, the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter charter, regulations or by-lawsby‑laws, shareholders agreement or any other agreement or instrument to which such Obligor the Parent, the Company or any Subsidiary is bound or by which such Obligor the Parent, the Company or any Subsidiary or any of its their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor the Parent, the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor the Company or any Subsidiary.
Appears in 1 contract
Samples: Note Purchase Agreement (SmartStop Self Storage REIT, Inc.)
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Company of each of this Agreement and the Financing Documents by each Obligor party thereto Notes will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which such Obligor the Company or any Subsidiary is bound or by which such Obligor the Company or any Subsidiary or any of its their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor the Company or any Subsidiary Subsidiary, including, without limitation, the Approvals and Consents, or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor the Company or any Subsidiary.. Gas Natural Inc. Note Purchase Agreement
Appears in 1 contract
Compliance with Laws, Other Instruments, Etc. The executionexecution and delivery of, delivery and the performance of each of the Financing Documents by each Obligor of its respective obligations under, the Financing Agreements to which it is a party thereto will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which such any Obligor or any Subsidiary is bound or by which such any Obligor or any Subsidiary or any of its their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree decree, or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor or any Subsidiary or (iii) subject to the provisions of Section 6.12(e), violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor or any SubsidiaryObligor.
Appears in 1 contract
Samples: Note Purchase Agreement (Ihop Corp)
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance of each of the Financing Documents by each Obligor party thereto will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which such Obligor or any Subsidiary is bound or by which such Obligor or any Subsidiary or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor or any Subsidiary.. 4850-4933-9817 v1
Appears in 1 contract
Samples: Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/)
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Parent and the Company of each of this Agreement and the Financing Documents by each Obligor party thereto Notes (as applicable) will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor the Parent, Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which such Obligor the Parent, Company or any Subsidiary is bound or by which such Obligor the Parent, Company or any Subsidiary or any of its their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor the Parent, Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor the Parent, Company or any Subsidiary.
Appears in 1 contract
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Obligors of each of the Financing Documents by each Obligor Document to which it is a party thereto will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any either Obligor or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which such either Obligor or any Subsidiary is bound or by which such either Obligor or any Subsidiary or any of its their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree decree, or ruling of any court, arbitrator or Governmental Authority applicable to any either Obligor or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any either Obligor or any Subsidiary.
Appears in 1 contract
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance of each of the Financing Documents by each Obligor party thereto of this Agreement and the Notes will not (ia) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any such Obligor or any Subsidiary of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which such Obligor or any Subsidiary of its Subsidiaries is bound or by which such Obligor or any Subsidiary of its Subsidiaries or any of its their respective properties may be bound or affected, (iib) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree decree, or ruling of any court, arbitrator or Governmental Authority applicable to any such Obligor or any Subsidiary of its Subsidiaries or (iiic) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any such Obligor or any Subsidiaryof its Subsidiaries.
Appears in 1 contract
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by Borrower of each of the Financing Documents by each Obligor Loan Document to which it is a party thereto will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor Borrower or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter Organizational Document, or by-laws, shareholders agreement or any other agreement or instrument to which such Obligor Borrower or any Subsidiary is bound or by which such Obligor Borrower or any Subsidiary or any of its their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor Borrower or any Subsidiary Subsidiary, including, without limitation, the Public Orders, or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor Borrower or any Subsidiary.
Appears in 1 contract
Samples: Credit Agreement
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance of by each Constituent Company of the Financing Basic Documents by each Obligor to which it is a party thereto will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor such Constituent Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which such Obligor Constituent Company or any Subsidiary is bound or by which such Obligor Constituent Company or any Subsidiary or any of its their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree decree, or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor such Constituent Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor such Constituent Company or any Subsidiary.
Appears in 1 contract
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance of each by the Company of the Financing Documents Notes and by each Obligor party thereto the Obligors of this Agreement will not not
(ia) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter charter, bylaws or by-lawsother constitutive document, shareholders agreement or any other material agreement or instrument to which such Obligor or any such Subsidiary is bound or by which such Obligor or any such Subsidiary or any of its their respective properties may be bound or affected, ,
(iib) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree decree, or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor or any Subsidiary or Subsidiary, or
(iiic) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor or any Subsidiary.
Appears in 1 contract
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance of each of the Financing Documents by each Obligor party thereto will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which such Obligor or any Subsidiary is bound or by which such Obligor or any Subsidiary or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor or any Subsidiary.
Appears in 1 contract
Samples: Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/)
Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Company of this Agreement and the Notes and the execution, delivery and performance by each Obligated Party of the Financing Documents by each Obligor party thereto Guaranty Agreement will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which such Obligor the Company or any Subsidiary is bound or by which such Obligor the Company or any Subsidiary or any of its their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree decree, or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor the Company or any Subsidiary.
Appears in 1 contract
Samples: Note Purchase Agreement (First Investors Financial Services Group Inc)