Common use of Restrictions on Debt Clause in Contracts

Restrictions on Debt. The Borrower and each Guarantor will not directly or indirectly, create, incur, assume, guarantee, endorse or be or remain liable, contingently or otherwise, with respect to any Debt other than the following (“Permitted Debt”): (a) Debt to the Lenders arising under any of the Loan Documents; (b) Debt outstanding on the Closing Date set forth on Schedule 8.2(b); (c) Debt following the Closing Date specifically described on Schedule 8.2(c);1 (d) current unsecured liabilities of the Borrower or a Guarantor (other than Debt for borrowed money) incurred in the ordinary course of business, including as incurred through obtaining of credit and for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services as well as any extensions, renewals, refinancings and replacements of any such liabilities or indebtedness; (e) Debt in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 7.4; (f) Debt in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or a Guarantor shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; and (g) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business.

Restrictions on Debt. The Borrower Borrowers will not, and each Guarantor will not directly or indirectlypermit any Loan Party to, create, incur, assume, guarantee, endorse guarantee or be or remain liable, contingently or otherwise, with respect to any Debt other than the following (“Permitted Debt”):than: (a) Senior Debt in principal amount not in excess of the Maximum Lender Debt (as defined in the Intercreditor Agreement); (b) Debt to the Lenders Lender arising under any of the Loan Documents; (b) Debt outstanding on the Closing Date set forth on Schedule 8.2(b); (c) Debt following the Closing Date specifically described on Schedule 8.2(c);1 (d) current unsecured liabilities of the Borrower or a Guarantor (other than Debt for borrowed money) Loan Party incurred in the ordinary course of business, including as business not incurred through (i) the borrowing of money, or (ii) the obtaining of credit and except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services as well as any extensions, renewals, refinancings and replacements of any such liabilities or indebtednessservices; (ed) Debt incurred in the ordinary course of business in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 7.4; (fe) Debt in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or a Guarantor Loan Party shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; and; (gf) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (g) Debt owed by any Loan Party to trade vendors, in the amount of the cost to the Loan Party of inventory held on consignment from such trade vendors, including, without limitation, in connection with and pursuant to agreements with the Loan Party's trade vendors; (h) All obligations of the Loan Parties in respect of the obligations of WHX under the WHX Subordinated Loan.

Restrictions on Debt. The Borrower and each Guarantor will not directly permit Bairnco or indirectly, any Bairnco Subsidiary to create, incur, assume, guarantee, endorse guarantee or be or remain liable, contingently or otherwise, with respect to any Debt other than the following (“Permitted Debt”):than: (a) Senior Debt; (b) Debt to the Lenders Lender arising under any of the Loan Documents; (b) Debt outstanding on the Closing Date set forth on Schedule 8.2(b); (c) Debt following the Closing Date specifically described on Schedule 8.2(c);1in respect of Plan Waiver Obligations; (d) current unsecured liabilities of the Borrower Bairnco or a Guarantor (other than Debt for borrowed money) any Bairnco Subsidiary incurred in the ordinary course of business, including as business not incurred through (i) the borrowing of money, or (ii) the obtaining of credit and except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services as well as any extensions, renewals, refinancings and replacements of any such liabilities or indebtednessservices; (e) Debt incurred in the ordinary course of business in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 7.4; (f) Debt in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower Bairnco or a Guarantor its Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; and; (g) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; and (h) Debt owed by any of Bairnco or any Bairnco Subsidiary to trade vendors, in the amount of the cost to the Loan Party of inventory held on consignment from such trade vendors, including, without limitation, in connection with and pursuant to agreements with such trade vendors.

Restrictions on Debt. The Borrower and each Guarantor will not directly or indirectly, createCreate, incur, assume, guarantee, endorse guarantee or be or remain liable, contingently or otherwise, with respect to any Debt other than the following (“Permitted Debt”):than: (a) Debt to the Lenders arising under any of the Loan Documents; (b) Debt outstanding on the Closing Date set forth on Schedule 8.2(b); (c) Debt following the Closing Date specifically described on Schedule 8.2(c);1 (d) current unsecured liabilities of the Borrower or a Guarantor (other than Debt for borrowed money) incurred in the ordinary course of business, business including as incurred through the obtaining of credit and for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services as well as (excluding for the avoidance of doubt merchant cash advances or any extensions, renewals, refinancings and replacements sale of any such liabilities or indebtednessreceivables); (ec) Debt of any Loan Party to another Loan Party; provided all such Debt shall be subject to the Intercompany Subordination Agreement; (d) Debt in respect of taxesTaxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 7.43.3; (fe) Debt in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or a Guarantor any of its Subsidiaries shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; and; (gf) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business.; (g) Debt owed by the Loan Parties to trade vendors, in the amount of the cost to the Loan Parties of inventory held on consignment from such trade vendors, including, without limitation, in connection with and pursuant to agreements with the Loan Party’s trade vendors in the ordinary course of business; and

Restrictions on Debt. The Borrower and each Guarantor Company will not directly or indirectlyitself, createand will not permit any Restricted Subsidiary to, incur, assumeissue, guaranteeassume or guarantee any loans, endorse whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (loans and notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Article called "Debt"), secured by pledge of, or mortgage or other lien on, any Principal Property of the Company or any Restricted Subsidiary, or any shares of stock or Debt of any Restricted Subsidiary (pledges, mortgages and other liens being hereinafter in this Article called "Mortgage" or "Mortgages"), without effectively providing that the Securities (together with, if the Company shall so determine, any other Debt of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or remain liableprior to) such secured Debt, contingently so long as such secured Debt shall be so secured, and will not permit any Restricted Subsidiary to incur, issue, assume or otherwiseguaranty any unsecured Debt (except for guaranties of Unsecured Debt of the Company or a Restricted Subsidiary of the Company) or to issue any Preferred Stock in each instance unless the aggregate amount of (A) all such Debt, with (B) the aggregate preferential amount to which such Preferred Stock would be entitled on any involuntary distribution of assets and (C) Attributable Debt of the Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1007) would not exceed 10% of Consolidated Net Tangible Assets; provided, however, that this Section 1006 shall not apply to, and there shall be excluded from Debt in any computation under this Section 1006: (1) Debt secured by Mortgages on property of, or on any shares of stock or Debt of, any corporation, and unsecured Debt of any corporation, existing at the time such corporation becomes a Restricted Subsidiary; (2) Debt secured by Mortgages in favor of the Company or any Restricted Subsidiary and unsecured Debt payable to the Company or any Restricted Subsidiary; (3) Debt secured by Mortgages in favor of the United States of America, or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any Debt other than the following (“Permitted Debt”):contract or provision of any statute; (a) Debt secured by Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the Lenders arising under payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred prior to, at the time of, or within 120 days after, the acquisition of such property or shares or Debt or the completion of any such construction for the purpose of financing all or any part of the purchase price or construction cost thereof, and (b) unsecured Debt incurred to finance the acquisition of any property, shares of Capital Stock or Debt (other than shares of Capital Stock or Debt of the Company) or to finance construction on property incurred prior to, at the time of, or within 120 days after the later of the acquisition of such property or the completion of construction thereon; (5) Debt secured by Mortgages securing obligations issued by a state, territory or possession of the United States, or any political subdivision of any of the Loan Documents; (b) Debt outstanding foregoing or the District of Columbia, to finance the acquisition of or construction on property, and on which the Closing Date set forth on Schedule 8.2(b); (c) Debt following interest is not, in the Closing Date specifically described on Schedule 8.2(c);1 (d) current unsecured liabilities opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Borrower holder by reason of Section 103(a)(1) of the Internal Revenue Code (or a Guarantor (other than Debt for borrowed moneyany successor to such provision) incurred as in the ordinary course of business, including as incurred through obtaining of credit and for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services as well as any extensions, renewals, refinancings and replacements of any such liabilities or indebtedness; (e) Debt in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not effect at the time be required to be made in accordance with of the provisions issuance of Section 7.4; (f) Debt in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or a Guarantor shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or reviewobligations; and (g6) endorsements for collectionAny extension, deposit renewal or negotiation and warranties replacement (or successive extensions, renewals or replacements), as a whole or in part, of products any Debt referred to in the foregoing clauses (1) to (5), inclusive; provided, that (i) such extension, renewal or servicesreplacement, in each the case incurred in of Debt secured by a Mortgage, shall be limited to all or a part of the ordinary course same property, shares of businessstock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property), and (ii) the Debt secured by such Mortgage at such time is not increased; and provided, further, that this Section 1006 shall not apply to any issuance of Preferred Stock by a Restricted Subsidiary to the Company or another Restricted Subsidiary, provided that such Preferred Stock shall not thereafter be transferable to any Person other than the Company or a Restricted Subsidiary.

Restrictions on Debt. The Borrower will not, and each Guarantor will not directly or indirectlypermit any of the BNS Subsidiaries to, create, incur, assume, guarantee, endorse guarantee or be or remain liable, contingently or otherwise, with respect to any Debt other than the following (“Permitted Debt”):than: (a) Debt to the Lenders Lender arising under any of the Loan Documents; (b) Debt outstanding on the Closing Date set forth on Schedule 8.2(b); (c) Debt following the Closing Date specifically described on Schedule 8.2(c);1 (d) current unsecured liabilities of the Borrower or a Guarantor (other than Debt for borrowed money) such Subsidiary incurred in the ordinary course of business, including as business not incurred through (i) the borrowing of money, or (ii) the obtaining of credit and except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services as well as any extensions, renewals, refinancings and replacements of any such liabilities or indebtednessservices; (ec) Debt in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 7.4; (fd) Debt in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or a Guarantor such BNS Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; and; (ge) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; and (f) Debt owed by the Borrower or any of the BNS Subsidiaries to trade vendors, in the amount of the cost to the Borrower or such BNS Subsidiary of inventory held on consignment from such trade vendors, including, without limitation, in connection with and pursuant to agreements with the Borrower's trade vendors.

Restrictions on Debt. The Borrower and each Guarantor its Subsidiaries will not directly or indirectly, create, incur, assume, guarantee, endorse guarantee or be or remain liable, contingently or otherwise, with respect to any Debt other than the following (“Permitted Debt”):than: (a) Debt to the Lenders Lender arising under any of the Loan Documents; (b) Debt outstanding on the Closing Date set forth on Schedule 8.2(b); (c) Debt following the Closing Date specifically described on Schedule 8.2(c);1 (d) current unsecured liabilities of the Borrower or a Guarantor (other than Debt for borrowed money) its Subsidiaries incurred in the ordinary course of business, including as business not incurred through (i) the borrowing of money, or (ii) the obtaining of credit and except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services as well as any extensions, renewals, refinancings and replacements of any such liabilities or indebtednessservices; (ec) outstanding liabilities of Borrower as of the date of execution of this Agreement all of which are listed on Schedule 8.2 attached hereto; (d) Debt incurred in the Ordinary Course of Business in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 7.4; (fe) Debt in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or a Guarantor any its Subsidiaries shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; and; (gf) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; and (g) Debt owed by the Borrower or its Subsidiaries to trade vendors, in the amount of the cost to the Loan Party of inventory held on consignment from such trade vendors, including, without limitation, in connection with and pursuant to agreements with such trade vendors.

Restrictions on Debt. The Borrower and each Guarantor will not directly or indirectly, create, incur, assume, guarantee, endorse or be or remain liable, contingently or otherwise, with respect to any Debt other than the following (“Permitted Debt”): (a) Debt to the Lenders arising under any of the Loan Documents; (b) Debt outstanding on the Closing Date set forth on Schedule 8.2(b)8.2; (c) Debt following the Closing Date specifically described on Schedule 8.2(c);1 (d) current unsecured liabilities of the Borrower or a Guarantor (other than Debt for borrowed money) incurred in the ordinary course of business, including as incurred through obtaining of credit and for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services as well as any extensions, renewals, refinancings and replacements of any such liabilities or indebtedness; (ed) Debt in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 7.4; (fe) Debt in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or a Guarantor shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; and; (gf) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; and (g) Debt that has as its primary purpose the repayment of existing debt of the Borrower and/or the Guarantors.

Restrictions on Debt. The Borrower and each Guarantor will not No Loan Party shall directly or indirectly, create, incur, assume, guarantee, endorse or be or remain liable, contingently or otherwise, with respect to any Debt other than the following (“Permitted Debt”):than: (a) Debt to the Lenders arising under any of the Loan Documents; (b) Debt outstanding existing on the Closing Issue Date set forth listed on Schedule 8.2(b)8.2 that, if required by the Agent, is subject to an intercreditor agreement in form and substance satisfactory to the Agent; (c) Debt following the Closing Date specifically described on Schedule 8.2(c);1 (d) current unsecured liabilities of the Borrower or a Guarantor (other than Debt for borrowed money) the Guarantors incurred in the ordinary course of business, business including as incurred through obtaining of credit and for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services as well as any extensions, renewals, refinancings and or replacements of any such liabilities or indebtedness; (ed) Debt in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 7.4; (fe) Debt in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or a Guarantor Guarantors shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; and (gf) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business.

Restrictions on Debt. The Borrower and each Guarantor will not directly or indirectly, create, incur, assume, guarantee, endorse or be or remain liable, contingently or otherwise, with respect to any Debt other than the following (“Permitted Debt”): (a) Debt to the Lenders arising under any of the Loan Documents; (b) Debt outstanding on the Closing Date set forth on Schedule 8.2(b)8.2; (c) Debt following the Closing Date specifically described on Schedule 8.2(c);1 (d) current unsecured liabilities of the Borrower or a Guarantor (other than Debt for borrowed money) incurred in the ordinary course of business, including as incurred through obtaining of credit and for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services as well as any extensions, renewals, refinancings and replacements of any such liabilities or indebtedness; (ed) Debt in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 7.4; (fe) Debt in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or a Guarantor shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; and (gf) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business.

Restrictions on Debt. The Borrower will not, each Guarantor will not, and the Borrower and each Guarantor will not directly or indirectlypermit any of their respective Subsidiaries to, create, incur, assume, guarantee, endorse or be or remain liable, contingently or otherwise, with respect to any Debt other than the following (“Permitted Debt”):than: (a) Debt to the Lenders Lender arising under any of the Loan Documents; (b) Debt outstanding on under that certain RLOC Credit Agreement, dated as of April 13, 2018 (the Closing Date set forth on Schedule 8.2(b“Existing RLOC Credit Agreement”);, by and between the Borrower, as borrower, and Professional Bank, a Florida banking corporation (“Professional Bank”), as lender, and Debt under that certain Term Loan Credit Agreement, dated as of December 31, 2018 (the “Existing Term Loan Credit Agreement”, and together with the Existing RLOC Credit Agreement, the Existing Credit Agreements”), by and among Healthy Choice Markets 2, LLC, a Florida limited liability company, and The Vitamin Store, LLC, a Florida limited liability company, as borrowers, and Professional Bank, as lender. (c) Debt following the Closing Date specifically described on Schedule 8.2(c);1 (d) current unsecured liabilities of the Borrower Borrower, any Guarantor or a Guarantor (other than Debt for borrowed money) any of their Subsidiaries, or incurred in the ordinary course of business, business including as incurred through (i) the borrowing of money, or (ii) the obtaining of credit and for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services as well as any extensions, renewals, refinancings and replacements of any such liabilities or indebtednessservices; (ed) Debt in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 7.47.3; (fe) Debt in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower Borrower, the applicable Guarantor or a Guarantor any of their Subsidiaries shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; and (gf) endorsements for collection, deposit or negotiation and warranties of products or services, in each case Customary trade credit incurred in the ordinary course of business, which Debt would be expressly subordinate to the Note, unless otherwise approved by the Lender.