Common use of Incurring Debt; Liens Clause in Contracts

Incurring Debt; Liens. Without the prior written consent of Lender, which consent shall not be unreasonably withheld or delayed, Borrower shall not itself, nor shall it cause, permit or allow any Subsidiary to (a) create, assume, incur, have outstanding, or in any manner become liable in respect of any Indebtedness other than (i) Indebtedness of Borrower to Lender; (ii) (A) Indebtedness owed by Borrower or any “affiliate” of Borrower (as defined in Regulation W of the FRB and Sections 23A and 23B of the Federal Reserve Act) to the Subsidiary Bank not in violation of Regulation W of the FRB (as amended, supplemented or otherwise modified); (B) Indebtedness owed by any Subsidiary to Borrower and (C) Indebtedness owed by any Subsidiary to any Subsidiary; (iii) Indebtedness of any Person acquired by Borrower that is subordinated to the Indebtedness under this Agreement as long as Borrower is in compliance both before and after giving effect to such acquisition with the covenants contained in Article 7 of this Agreement and no Event of Default exists or would result from such acquisition; (iv) Indebtedness incurred under Swap Contracts entered into by Borrower or any Subsidiary in the ordinary course of business to hedge or mitigate risks to which Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities; and (v) with respect to obligations of the type specifically excluded from the definition of “Indebtedness” in this Agreement, or (b) create, assume, incur, suffer or permit to exist any mortgage, pledge, deed of trust, encumbrance (including the lien or retained security title of a conditional vendor), security interest, assignment, lien or charge of any kind or character upon or with respect to any of their real or personal property, including any capital stock owned by Borrower whether owned at the date hereof or hereafter acquired other than Permitted Liens.

Incurring Debt; Liens. Without the prior written consent of Lender, which consent shall not be unreasonably withheld or delayedwithheld, Borrower shall not itself, nor shall it cause, permit or allow any Subsidiary to (a) create, assume, incur, have outstanding, or in any manner become liable in respect of any Indebtedness other than (i) Indebtedness as reflected in Section 5.2.3 of Borrower to Lenderthe Disclosure Schedule (including any refinancings, renewals, amendments and extensions thereof); (ii) (A) Indebtedness owed by the Borrower or any “affiliate” of the Borrower (as defined in Regulation W of the FRB and Sections 23A and 23B of the Federal Reserve Act) to the Subsidiary Bank not in violation of Regulation W of the FRB (as amended, supplemented or otherwise modified); (B) Indebtedness owed by any Subsidiary to Borrower and (C) Indebtedness owed by any Subsidiary to any Subsidiary; (iii) Indebtedness of any Person acquired by Borrower that is subordinated to the Indebtedness under this Agreement as long as Borrower is in compliance both before and after giving effect to such acquisition with the covenants contained in Article 7 of this Agreement and no Event of Default exists or would result from such acquisition; (iv) Indebtedness incurred under Swap Contracts entered into by Borrower or any Subsidiary in the ordinary course of business to hedge or mitigate risks to which Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities, including, but not limited to, Borrower’s Indebtedness incurred under this Agreement; (v) Indebtedness constituting obligations of Borrower or any Subsidiary under debentures, indentures, trust agreements and guarantees in connection with the issuance by such Persons of trust preferred securities that qualify as capital for regulatory purposes; and (vvi) with respect to obligations of the type specifically excluded from the definition of “Indebtedness” in this Agreement, or (b) create, assume, incur, suffer or permit to exist any mortgage, pledge, deed of trust, encumbrance (including the lien or retained security title of a conditional vendor), security interest, assignment, lien or charge of any kind or character upon or with respect to any of their real or personal property, including any capital stock owned by Borrower whether owned at the date hereof or hereafter acquired other than Permitted Liens.

Incurring Debt; Liens. Without the prior written consent of Lender, which consent shall not be unreasonably withheld or delayedwithheld, Borrower shall not itself, nor shall it cause, permit or allow any Subsidiary to (a) create, assume, incur, have outstanding, or in any manner become liable in respect of any Indebtedness other than (i) Indebtedness as reflected in Section 5.2.3 of Borrower to Lenderthe Disclosure Schedule (including any refinancings, renewals, amendments and extensions thereof); (ii) (A) Indebtedness owed by Borrower or any “affiliate” of Borrower (as defined in Regulation W of the FRB and Sections 23A and 23B of the Federal Reserve Act) to the Subsidiary Bank not in violation of Regulation W of the FRB (as amended, supplemented or otherwise modified); (B) Indebtedness owed by any Subsidiary to Borrower and (C) Indebtedness owed by any Subsidiary to any Subsidiary; (iii) Indebtedness of any Person acquired by Borrower or PFP that is subordinated to the Indebtedness under this Agreement as long as Borrower is in compliance both before and after giving effect to such acquisition with the covenants contained in Article 7 of this Agreement and no Event of Default exists or would result from such acquisition; (iviii) Indebtedness incurred under Swap Contracts entered into by PFP, Borrower or any Subsidiary in the ordinary course of business to hedge or mitigate risks to which PFP, Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities, including Borrower's Indebtedness incurred under this Agreement; and (viv) with respect to obligations of the type specifically excluded from the definition of “"Indebtedness” " in this Agreement, or (b) create, assume, incur, suffer or permit to exist any mortgage, pledge, deed of trust, encumbrance (including the lien or retained security title of a conditional vendor), security interest, assignment, lien or charge of any kind or character upon or with respect to any of their real or personal property, including any capital stock owned by Borrower whether owned at the date hereof or hereafter acquired other than Permitted Liens. Borrower shall not in any manner permit any "affiliate" (as defined in Regulation W of the rules and regulations promulgated by the FRB and Sections 23A and 23B of the Federal Reserve Act) of Borrower to become liable to Borrower in respect of any Indebtedness other than Indebtedness owed by the PFP or any "affiliate" of Borrower not in material violation of Regulation W of the rules and regulations promulgated by the FRB (as amended, supplemented or otherwise modified).

Incurring Debt; Liens. Without the prior written consent of Lender, which consent shall not be unreasonably withheld or delayedwithheld, Borrower shall not itself, nor shall it cause, permit or allow any Subsidiary to (a) create, assume, incur, have outstanding, or in any manner become liable in respect of any Indebtedness other than (i) Indebtedness as reflected in Section 5.2.3 of Borrower to Lenderthe Disclosure Schedule (including any refinancings, renewals, amendments and extensions thereof); (ii) (A) Indebtedness owed by the Borrower or any “affiliate” of the Borrower (as defined in Regulation W of the FRB and Sections 23A and 23B of the Federal Reserve Act) to the Subsidiary Bank not in violation of Regulation W of the FRB (as amended, supplemented or otherwise modified); (B) Indebtedness owed by any Subsidiary to Borrower and (C) Indebtedness owed by any Subsidiary to any Subsidiary; (iii) Indebtedness of any Person acquired by Borrower or Subsidiary Bank that is subordinated to the Indebtedness under this Agreement as long as Borrower is in compliance both before and after giving effect to such acquisition with the covenants contained in Article 7 of this Agreement and no Event of Default exists or would result from such acquisition; (iv) Indebtedness incurred under Swap Contracts entered into by Borrower or any Subsidiary in the ordinary course of business to hedge or mitigate risks to which Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities, including, but not limited to, Borrower’s Indebtedness incurred under this Agreement; and (v) Indebtedness constituting obligations of Borrower or any Subsidiary under debentures, indentures, trust agreements and guarantees in connection with the issuance by such Persons of trust preferred securities that qualify as capital for regulatory purposes; (vi) with respect to obligations of the type specifically excluded from the definition of “Indebtedness” in this Agreement, ; and (vii) the Junior Subordinated Debentures and Permitted Subordinated Indebtedness; or (b) create, assume, incur, suffer or permit to exist any mortgage, pledge, deed of trust, encumbrance (including the lien or retained security title of a conditional vendor), security interest, assignment, lien or charge of any kind or character upon or with respect to any of their real or personal property, including any capital stock owned by Borrower whether owned at the date hereof or hereafter acquired other than Permitted Liens. Borrower shall not in any manner permit any “affiliate” (as defined in Regulation W of the rules and regulations promulgated by the FRB and Sections 23A and 23B of the Federal Reserve Act) of Subsidiary Bank to become liable to Subsidiary Bank in respect of any Indebtedness other than Indebtedness that does not result in a violation of Regulation W of the rules and regulations promulgated by the FRB (as amended, supplemented or otherwise modified).