Common use of Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock Clause in Contracts

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock (any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, after giving effect thereto, the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries would be at least 2.00 to 1.00; provided, further, that the amount of Indebtedness, Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing, together with (i) any amounts incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to the extent such Refinancing Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $200 million and (y) 25.0% of EBITDA for the most recently ended Test Period at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise otherwise, (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer Company shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided that the Issuer Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock (any Indebtednessstock, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, after giving effect thereto, the Fixed Charge Coverage Ratio of the Issuer Company and the Restricted Subsidiaries would be at least 2.00 to 1.00; provided, further, that the amount of Indebtedness (other than Acquired Indebtedness), Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing, together with (i) any amounts incurred and outstanding pursuant to under clause 14(x) of Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to the extent such Refinancing Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)1011(b) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $200 100.0 million and (y) 25.010% of EBITDA for the most recently ended Test Period Total Assets, at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not the Issuer or Guarantors, preferred stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock (any Indebtednessstock, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, after giving effect thereto, the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries would be at least 2.00 to 1.00; provided, further, that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing, together with (i) any amounts incurred and outstanding pursuant to under clause (14)(x) of Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to the extent such Refinancing Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)1011(b) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $200 35.0 million and (y) 25.01.50% of EBITDA for the most recently ended Test Period Total Assets at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise in any manner become directly or indirectly liableliable for the payment of, contingently or otherwise incur (collectively, “"incur” and collectively"), an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), other than Permitted Indebtedness, or issue shares of any Disqualified Stock, except that the Company or a Restricted Subsidiary may incur Indebtedness or issue Disqualified Stock and issue shares of preferred stock (any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, after giving effect theretoat the time of such incurrence or issuance, the Fixed Charge Coverage Ratio of the Issuer Company and the its Restricted Subsidiaries for the four full fiscal quarters (taken as one accounting period) immediately preceding the incurrence of such Indebtedness or the issuance of such Disqualified Stock for which internal financial statements are available would be have been equal to at least 2.00 2.0 to 1.00; provided1.0. For so long as the Safety-Kleen Services Indenture is in effect, furtherthe Company will not permit Safety Kleen Services or any Restricted Subsidiary of Safety Kleen Services to incur any Indebtedness (including Acquired Indebtedness), that the amount of other than Permitted Indebtedness, or issue any Disqualified Stock, except that Safety-Kleen Services or any such Restricted Subsidiary may incur Indebtedness or issue Disqualified Stock and preferred stock that may be incurred pursuant to if, at the foregoingtime of such incurrence or issuance, together with the Safety-Kleen Services Fixed Charge Coverage Ratio for the four full fiscal quarters (itaken as one accounting period) any amounts incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to immediately preceding the extent incurrence of such Refinancing Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant the issuance of such Disqualified Stock for which internal financial statements are available would have been equal to Section 4.07(b)(14)(x)) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $200 million at least 2.0 to 1.0 if such incurrence is on or prior to May 29, 2000 and (y) 25.0% of EBITDA for the most recently ended Test Period at any one time outstanding2.25 to 1.0 if thereafter.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not the Issuer or Guarantors, preferred stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock (any Indebtednessstock, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, after giving effect thereto, either (i) the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries would be at least 2.00 to 1.00 or (ii) the Consolidated Total Debt Ratio of the Issuer and the Restricted Subsidiaries would be no greater than 6.00 to 1.00; provided, further, that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing, together with (i) any amounts incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to the extent such Refinancing Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)) foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $200 135.0 million and (y) 25.050.0% of EBITDA for the most recently ended Test Applicable Measurement Period at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise otherwise, with respect to (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall Company will not issue any shares of Disqualified Stock and shall will not permit any of its Restricted Subsidiary Subsidiaries to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, or preferred stock; provided provided, however, that the Issuer Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock (any Indebtedness, if the Fixed Charge Coverage Ratio for the Company’s and its Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, after giving effect thereto, the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries is issued would be have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, provided that the amount of Indebtedness (other than Acquired Indebtedness), Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing, together with (i) any amounts incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to the extent such Refinancing Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)) foregoing by Restricted Subsidiaries that are not Guarantors of the Notes shall not exceed the greater of (x) $200 100.0 million and (y) 25.0% of EBITDA for the most recently ended Test Period at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liableliable for the payment of, contingently or otherwise incur (collectively, “incur” and collectively”), an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), other than Permitted Indebtedness, or issue shares of any Disqualified Stock, other than Disqualified Stock and issued in connection with the Reorganization, except that the Company or a Restricted Subsidiary may incur Indebtedness or issue shares of preferred stock (any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, after giving effect theretoat the time of such incurrence or issuance, the Fixed Charge Coverage Ratio for the four full fiscal quarters (taken as one accounting period) immediately preceding the incurrence of such Indebtedness or the issuance of such Disqualified Stock for which internal financial statements are available would have been greater than 2.5 to 1.0. In making the foregoing calculation, pro forma effect will be given to: (i) the incurrence of such Indebtedness and the application of the Issuer net proceeds from the incurrence of Indebtedness, including to refinance other Indebtedness, since the first day 77 of such four-quarter period as if such Indebtedness was incurred and the application of such proceeds occurred at the beginning of such four-quarter period, (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company or its Restricted Subsidiaries would since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period, and (iii) the acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any other company, entity, business or assets acquired or disposed of by the Company or any Restricted Subsidiary, as the case may be, since the first day of such four-quarter period, as if such acquisition or disposition (including the incurrence, assumption or liability for any such Acquired Indebtedness) occurred at the beginning of such four-quarter period. In making a computation under the foregoing clause (i) or (ii), (A) interest on Indebtedness bearing a floating interest rate shall be computed as if the rate in effect on the dated of computation had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligations have a remaining term at least 2.00 to 1.00; providedthe date of determination in excess of 12 months), further(B) if such Indebtedness bears, that at the option of the Company, a fixed or floating rate of interest, interest thereon will be computed by applying, at the option of the Company, either the fixed or floating rate and (C) the amount of Indebtedness, Disqualified Stock and preferred stock that may be incurred pursuant to any Indebtedness under a revolving credit facility (including the foregoing, together with (i) any amounts incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely Senior Credit Facilities to the extent they constitute a revolving credit facility) will be computed based on the average daily balance of such Refinancing Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $200 million and (y) 25.0% of EBITDA for the most recently ended Test Period at any one time outstandingduring such four-quarter period.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liableliable for the payment of, contingently or otherwise incur (collectively, “"incur” and collectively"), an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), other than Permitted Indebtedness, or issue shares of any Disqualified Stock, other than Disqualified Stock and issued in connection with the Reorganization, except that the Company or a Restricted Subsidiary may incur Indebtedness or issue shares of preferred stock (any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, after giving effect theretoat the time of such incurrence or issuance, the Fixed Charge Coverage Ratio for the four full fiscal quarters (taken as one accounting period) immediately preceding the incurrence of such Indebtedness or the issuance of such Disqualified Stock for which internal financial statements are available would have been greater than 2.5 to 1.0. In making the foregoing calculation, pro forma effect will be given to: (i) the incurrence of such Indebtedness and the application of the Issuer net proceeds from the incurrence of Indebtedness, including to refinance other Indebtedness, since the first day 77 of such four-quarter period as if such Indebtedness was incurred and the application of such proceeds occurred at the beginning of such four-quarter period, (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company or its Restricted Subsidiaries would since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period, and (iii) the acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any other company, entity, business or assets acquired or disposed of by the Company or any Restricted Subsidiary, as the case may be, since the first day of such four-quarter period, as if such acquisition or disposition (including the incurrence, assumption or liability for any such Acquired Indebtedness) occurred at the beginning of such four-quarter period. In making a computation under the foregoing clause (i) or (ii), (A) interest on Indebtedness bearing a floating interest rate shall be computed as if the rate in effect on the dated of computation had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligations have a remaining term at least 2.00 to 1.00; providedthe date of determination in excess of 12 months), further(B) if such Indebtedness bears, that at the option of the Company, a fixed or floating rate of interest, interest thereon will be computed by applying, at the option of the Company, either the fixed or floating rate and (C) the amount of Indebtedness, Disqualified Stock and preferred stock that may be incurred pursuant to any Indebtedness under a revolving credit facility (including the foregoing, together with (i) any amounts incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely Senior Credit Facilities to the extent they constitute a revolving credit facility) will be computed based on the average daily balance of such Refinancing Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $200 million and (y) 25.0% of EBITDA for the most recently ended Test Period at any one time outstandingduring such four-quarter period.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer Parent shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not the Issuer or Guarantors, preferred stock; provided that the Issuer Parent may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock (any Indebtednessstock, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, after giving effect thereto, the Fixed Charge Coverage Ratio of the Issuer Parent and the Restricted Subsidiaries would be at least 2.00 to 1.00; provided, further, that the amount of Indebtedness, Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing, together with (i) any amounts incurred and outstanding pursuant to under Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to the extent such Refinancing Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)) by Restricted Subsidiaries that are not the Issuer or Guarantors shall not exceed the greater of (x) $200 75 million and (y) 25.01.75% of EBITDA for the most recently ended Test Period Consolidated Total Assets at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liableliable for, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not the Issuer or Guarantors, preferred stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock (any Indebtednessstock, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, after giving effect thereto, the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries would be at least 2.00 to 1.00; provided, further, that the amount of Indebtedness, Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing, together with (i) any amounts incurred and outstanding pursuant to under Section 4.07(b)(14)(x10.11(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to the extent such Refinancing Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)) any of the foregoing, by Restricted Subsidiaries that are not the Issuer or Guarantors shall not exceed the greater of (x) $200 50.0 million and (y) 25.02.50% of EBITDA for Consolidated Total Assets at the most recently ended Test Period at any one time outstandingof incurrence.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Each of Sweetheart Holdings and the Issuer shall will not, and shall will not permit any Restricted Subsidiary of their Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) liable with respect to ("incur"), any Indebtedness (including Acquired Indebtedness) and the Issuer shall not or issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and Sweetheart Holdings will not permit any Restricted of its Subsidiaries (including the Issuer) to issue any preferred stock (except for preferred stock issued to the Issuer, Sweetheart Holdings or any Subsidiary of the Issuer or Sweetheart Holdings), except that Sweetheart Holdings, the Issuer and any of their Subsidiaries that is a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock (any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, (i) after giving effect thereto, the Sweetheart Holding's Pro Forma Fixed Charge Coverage Ratio for the four fiscal quarters immediately preceding the date on which such Indebtedness is incurred shall be greater than 2.0 to 1; and (ii) no Default or Event of the Issuer Default shall have occurred and the Restricted Subsidiaries be continuing (which has not been waived) or would be at least 2.00 to 1.00occur as a consequence thereof; provided, further, provided that the amount of Indebtedness, Disqualified Stock and preferred stock that no Guarantee may be incurred pursuant to the foregoingprovisions of this paragraph, together with (i) any amounts unless the guaranteed Indebtedness is also incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely this paragraph. The foregoing limitations will not apply to the extent such Refinancing incurrence of (a) Indebtedness incurred by the Issuer, Sweetheart Holdings or any of their Subsidiaries that is a Guarantor under or in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant the Credit Agreement in a principal amount outstanding at the time of any incurrence not to Section 4.07(b)(14)(x)) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $200 million 65% of inventory plus 85% of accounts receivables of Sweetheart Holdings and its Subsidiaries (in each case as determined in accordance with GAAP, but excluding accounts receivable that are past due by more than 60 days, accounts receivable owned by a Receivables Subsidiary and inventory and accounts receivable of Lily Canada), and (y) 25.0% $215.0 million, reduced, in the case of EBITDA clause (y), by the amount of the proceeds of any Asset Sales (including a Designated Asset Sale and Asset Sales to a Receivables Subsidiary) applied to repay outstanding Indebtedness under the Credit Agreement; (b) Indebtedness in respect of the Securities and Existing Indebtedness; (c) Indebtedness incurred by the Issuer, Sweetheart Holdings or any of their Subsidiaries that is a Guarantor and issued in exchange for or the most recently ended Test Period proceeds of which are used to extend, refinance, renew, replace, substitute or refund Indebtedness referred to in the immediately preceding paragraph or clause (b) above, and Indebtedness of other Subsidiaries contemplated by clause (k) below (the "Refinancing Indebtedness"); provided, however, that (i) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of Indebtedness so extended, refinanced, renewed, replaced, substituted or refunded (plus the amount of reasonable expenses incurred thereunder) (the "Refinanced Indebtedness"), (ii) the Refinancing Indebtedness shall rank pari passu with or junior to the Refinanced Indebtedness in right of payment and such Refinancing Indebtedness shall not permit payment prior to the stated maturity thereof earlier or in circumstances other than the Refinanced Indebtedness and (iii) the Weighted Average Life to Maturity of such Refinancing Indebtedness shall be no shorter than the Weighted Average Life to Maturity of the Refinanced Indebtedness; and provided, further, that in no event may Indebtedness of the Issuer or Sweetheart Holdings that is pari passu with, or subordinated in right of payment to, the Securities be exchanged, refinanced or refunded by means of Indebtedness of any Subsidiary of Sweetheart Holdings (other than the Issuer) pursuant to this clause (c); (d) Indebtedness incurred by the Issuer, Sweetheart Holdings or any of their Subsidiaries in connection with any Hedging Obligations, performance bonds, letter of credit obligations and bank overdrafts incurred in the ordinary course of business or relating to (as determined in good faith by the Board of Directors of Sweetheart Holdings) or required by the terms of any Indebtedness permitted to be incurred pursuant to this Section 4.09; (e) additional Indebtedness of the Issuer, Sweetheart Holdings or any of their Subsidiaries that is a Guarantor (which Indebtedness may, but need not, be incurred under the Credit Agreement), including capital lease obligations and Purchase Money Obligations, in an aggregate principal amount not to exceed $25.0 million at any one time outstanding, reduced by the principal amount of any such Indebtedness repaid with Net Proceeds of Asset Sales (other than Purchase Money Obligations repaid with the Net Proceeds of Asset Sales of the assets securing such Obligations) to the extent no reduction is made pursuant to clause (a) above; (f) Indebtedness of Lily Canada incurred under the Lily Canada Loan Agreement not to exceed the greater of (1) 65% of inventory plus 85% of accounts receivables of Lily Canada and (2) Cn. $30.0 million at any time outstanding, provided that such Indebtedness is without recourse to Sweetheart Holdings or any of its Subsidiaries or any of their respective assets (other than Lily Canada and its assets); (g) Indebtedness of Global in an amount not to exceed 65% of inventory plus 85% of accounts receivables of Global, provided that such Indebtedness is without recourse to Sweetheart Holdings or any of its Subsidiaries or any of their respective assets (other than Global and its assets); (h) Indebtedness between or among Sweetheart Holdings, the Issuer and their Subsidiaries; (i) Indebtedness incurred by the Issuer, Sweetheart Holdings or any of their Subsidiaries and arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any Obligations of Sweetheart Holdings, the Issuer or any of their Subsidiaries pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Subsidiary of Sweetheart Holdings or the Issuer, other than Guarantees of Indebtedness incurred by any person acquiring all or any portion of such business, assets or Subsidiary of Sweetheart Holdings or the Issuer for the purpose of financing such acquisition, in a principal amount not to exceed 25% of the gross proceeds (with proceeds other than cash or Cash Equivalents being valued at the fair market value thereof as determined by the Board of Directors of Sweetheart Holdings in good faith) actually received by Sweetheart Holdings, the Issuer or any of their Subsidiaries in connection with such dispositions, (j) Indebtedness of Sweetheart Holdings or the Issuer in an aggregate principal amount not to exceed $4.0 million at any one time outstanding incurred in connection with the purchase, redemption, acquisition, cancellation or other retirement for value of shares of capital stock of Sweetheart Holdings, options on any such shares or related stock appreciation rights or similar securities held by officers or employees or former officers or employees (or their estates or beneficiaries under their estates) and which were issued pursuant to any stock option plan, upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such stares of capital stock, options, related rights or similar securities were issued; provided that (A) such indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, is expressly made subordinate in right of payment to the Securities at least to the extent that the Xxxxx Notes are subordinated in right of payment to the Securities, (B) such Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, provides that no payments of principal of such Indebtedness by way of sinking fund, mandatory redemption or otherwise (including defeasance) may be made by the Issuer or Sweetheart Holdings at any time prior to one year after the stated maturity of the Securities and (C) the scheduled maturity of all principal of such Indebtedness is at least one year after the stated maturity of the Securities; (k) Acquired Indebtedness in an aggregate principal amount not to exceed $25.0 million at any one time outstanding (reduced by the amount of Acquired Indebtedness repaid with Net Proceeds of Asset Sales other than Asset Sales of any Subsidiary subject to such Acquired Indebtedness) that is without recourse to Sweetheart Holdings, the Issuer or any of their Subsidiaries or any of their respective assets (other than the Subsidiary acquired subject to such Acquired Indebtedness and its assets), and is not guaranteed by any such person; provided that (A) after giving pro forma effect to the incurrence thereof, Sweetheart Holdings could incur at least $1.00 of Indebtedness under the first paragraph of this Section 4.09 and (B) that any Refinancing Indebtedness with respect thereto may not be incurred by any person other than the Subsidiary that is the obligor on such Acquired Indebtedness; (l) the incurrence by a Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction that is without recourse to the Issuer, Sweetheart Holdings or any Subsidiary of either or any of their respective assets (other than such Receivables Subsidiary and its assets), and is not guaranteed by any such person and (m) if and to the extent that the Issuer, Sweetheart Holdings and any of their Subsidiaries that are Guarantors are not then parties to any Credit Agreement, Indebtedness incurred by the Issuer, Sweetheart Holdings or any of their Subsidiaries that is a Guarantor under or in respect of a working capital facility in a principal amount outstanding, after giving effect to such incurrence, not to exceed the maximum Indebtedness that could then be incurred in accordance with clause (a)(x) above. Notwithstanding any other provision of this Section 4.09, a Guarantee of Indebtedness permitted by the terms of this Indenture at the time such Indebtedness was incurred will not constitute a separate incurrence of Indebtedness.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer shall Company will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise otherwise, with respect to (collectively, “"incur” " and collectively, an “"incurrence”") with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not or issue any shares of Disqualified Stock Stock; provided, however, that the Company and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock (any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, after giving effect thereto, if the Fixed Charge Coverage Ratio of for the Issuer Company's and the Restricted Subsidiaries Subsidiaries' most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would be have been at least 2.00 1.75 to 1.001.00 (determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period). The foregoing limitations will not apply to: (a) the incurrence by the Company or its Restricted Subsidiaries of Indebtedness under the New Credit Facility and the issuance and creation of letters of credit and banker's acceptances thereunder (with letters of credit and banker's acceptances being deemed to have a principal amount equal to the face amount thereof) up to an aggregate principal amount of $650 million outstanding at any one time; (b) the incurrence by the Issuers of Indebtedness represented by the Securities; (c) Indebtedness of the Company and its Restricted Subsidiaries existing on the Issue Date (other than Indebtedness described in clauses (a) and (b)), including the Senior Subordinated Notes and the Company's guarantee thereof (and any future guarantees thereof); (d) Indebtedness (including Capitalized Lease Obligations) incurred by the Company or any of its Restricted Subsidiaries to finance the purchase, lease or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (d) and including all Refinancing Indebtedness (as defined below) incurred to refund, refinance or replace any other Indebtedness incurred pursuant to this clause (d), does not exceed 15% of Total Assets at the time of the respective incurrence; (e) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers' compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims; (f) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; (g) Indebtedness of the Company to a Restricted Subsidiary; provided that any such Indebtedness shall be subordinated in right of payment to the Securities; provided, further, that the amount any subsequent issuance or transfer of Indebtedness, Disqualified any Capital Stock and preferred stock that may be incurred pursuant to the foregoing, together with (i) or any amounts incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to the extent such Refinancing Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $200 million and (y) 25.0% of EBITDA for the most recently ended Test Period at any one time outstanding.other event which

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stockStock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock (any Indebtedness, Indebtedness or Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, after giving effect thereto, the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries would be at least 2.00 to 1.00; provided, further, that the amount of Indebtedness, Indebtedness and Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing, together with (i) any amounts incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to the extent such Refinancing Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $200 million and (y) 25.0% of EBITDA for the most recently ended Test Period at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Each of Sweetheart Holdings and the Issuer shall will not, and shall will not permit any Restricted Subsidiary of their Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) liable with respect to ("incur"), any Indebtedness (including Acquired Indebtedness) and the Issuer shall not or issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and Sweetheart Holdings will not permit any Restricted of its Subsidiaries (including the Issuer) to issue any preferred stock (except for preferred stock issued to the Issuer, Sweetheart Holdings or any Subsidiary of the Issuer or Sweetheart Holdings), except that Sweetheart Holdings, the Issuer and any of their Subsidiaries that is a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock (any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, (i) after giving effect thereto, the Sweetheart Holdings' Pro Forma Fixed Charge Coverage Ratio for the four fiscal quarters immediately preceding the date on which such Indebtedness is incurred shall be greater than 2.0 to 1; and (ii) no Default or Event of the Issuer Default shall have occurred and the Restricted Subsidiaries be continuing (which has not been waived) or would be at least 2.00 to 1.00occur as a consequence thereof; provided, further, provided that the amount of Indebtedness, Disqualified Stock and preferred stock that no Guarantee may be incurred pursuant to the foregoingprovisions of this paragraph, together with (i) any amounts unless the guaranteed Indebtedness is also incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely this paragraph. The foregoing limitations will not apply to the extent such Refinancing incurrence of (a) Indebtedness incurred by the Issuer, Sweetheart Holdings or any of their Subsidiaries that is a Guarantor under or in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant the Credit Agreement in a principal amount outstanding at the time of any incurrence not to Section 4.07(b)(14)(x)) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $200 million 65% of inventory plus 85% of accounts receivables of Sweetheart Holdings and its Subsidiaries (in each case as determined in accordance with GAAP, but excluding accounts receivable that are past due by more than 60 days, accounts receivable owned by a Receivables Subsidiary and inventory and accounts receivable of Lily Canada), and (y) 25.0% $215.0 million, reduced, in the case of EBITDA clause (y), by the amount of the proceeds of any Asset Sales (including a Designated Asset Sale and Asset Sales to a Receivables Subsidiary) applied to (A) the repayment of principal of term loans thereunder (but only if such loans are outstanding pursuant to this clause (a) and not clause (e) of this covenant) and (B) the permanent reduction to the revolving loan commitments thereunder (but only to the extent revolving loan commitments so reduced relate to Indebtedness outstanding pursuant to this clause (a) and not clause (e) of this covenant); (b) Indebtedness in respect of the Securities and Existing Indebtedness; (c) Indebtedness incurred by the Issuer, Sweetheart Holdings or any of their Subsidiaries that is a Guarantor and issued in exchange for or the most recently ended Test Period proceeds of which are used to extend, refinance, renew, replace, substitute or refund Indebtedness referred to in the immediately preceding paragraph or clause (b) above, and Indebtedness of other Subsidiaries contemplated by clause (k) below (the "Refinancing Indebtedness"); provided, however, that (i) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of Indebtedness so extended, refinanced, renewed, replaced, substituted or refunded (plus the amount of reasonable expenses incurred thereunder) (the "Refinanced Indebtedness"), (ii) the Refinancing Indebtedness shall rank pari passu with or junior to the Refinanced Indebtedness in right of payment and such Refinancing Indebtedness shall not permit payment prior to the stated maturity thereof earlier or in circumstances other than the Refinanced Indebtedness and (iii) the Weighted Average Life to Maturity of such Refinancing Indebtedness shall be no shorter than the Weighted Average Life to Maturity of the Refinanced Indebtedness; and provided, further, that in no event may Indebtedness of the Issuer or Sweetheart Holdings that is pari passu with, or subordinated in right of payment to, the Securities be exchanged, refinanced or refunded by means of Indebtedness of any Subsidiary of Sweetheart Holdings (other than the Issuer) pursuant to this clause (c); (d) Indebtedness incurred by the Issuer, Sweetheart Holdings or any of their Subsidiaries in connection with any Hedging Obligations, performance bonds, letter of credit obligations and bank overdrafts incurred in the ordinary course of business or relating to (as determined in good faith by the Board of Directors of Sweetheart Holdings) or required by the terms of any Indebtedness permitted to be incurred pursuant to this Section 4.09; (e) additional Indebtedness of the Issuer, Sweetheart Holdings or any of their Subsidiaries that is a Guarantor (which Indebtedness may, but need not, be incurred under the Credit Agreement) including capital lease obligations and Purchase Money Obligations, in an aggregate principal amount not to exceed $25.0 million at any one time outstanding, reduced by the principal amount of any such Indebtedness repaid with Net Proceeds of Asset Sales (other than Purchase Money Obligations repaid with the Net Proceeds of Asset Sales of the assets securing such Obligations) to the extent no reduction is made pursuant to clause (a) above; (f) Indebtedness of Lily Canada incurred under the Lily Canada Loan Agreement not to exceed the greater of (1) 65% of inventory plus 85% of accounts receivables of Lily Canada and (2) Cn. $30.0 million at any time outstanding, provided that such Indebtedness is without recourse to Sweetheart Holdings or any of its Subsidiaries or any of their respective assets (other than Lily Canada and its assets); (g) Indebtedness of Global in an amount not to exceed 65% of inventory plus 85% of accounts receivables of Global, provided that such Indebtedness is without recourse to Sweetheart Holdings or any of its Subsidiaries or any of their respective assets (other than Global and its assets); (h) Indebtedness between or among Sweetheart Holdings, the Issuer and their Subsidiaries; (i) Indebtedness incurred by the Issuer, Sweetheart Holdings or any of their Subsidiaries and arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any Obligations of Sweetheart Holdings, the Issuer or any of their Subsidiaries pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Subsidiary of Sweetheart Holdings or the Issuer, other than Guarantees of Indebtedness incurred by any person acquiring all or any portion of such business, assets or Subsidiary of Sweetheart Holdings or the Issuer for the purpose of financing such acquisition, in a principal amount not to exceed 25% of the gross proceeds (with proceeds other than cash or Cash Equivalents being valued at the fair market value thereof as determined by the Board of Directors of Sweetheart Holdings in good faith) actually received by Sweetheart Holdings, the Issuer or any of their Subsidiaries in connection with such dispositions, (j) Indebtedness of Sweetheart Holdings or the Issuer in an aggregate principal amount not to exceed $4.0 million at any one time outstanding incurred in connection with the purchase, redemption, acquisition, cancellation or other retirement for value of shares of capital stock of Sweetheart Holdings, options on any such shares or related stock appreciation rights or similar securities held by officers or employees or former officers or employees (or their estates or beneficiaries under their estates) and which were issued pursuant to any stock option plan, upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such shares of capital stock, options, related rights or similar securities were issued; provided that (A) such indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, is expressly made subordinate in right of payment to the Securities at least to the extent that the Fonda Notes are subordinated in right of payment to the Securities, (X) xxch Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, provides that no payments of principal of such Indebtedness by way of sinking fund, mandatory redemption or otherwise (including defeasance) may be made by the Issuer or Sweetheart Holdings at any time prior to one year after the stated maturity of the Securities and (C) the scheduled maturity of all principal of such Indebtedness is at least one year after the stated maturity of the Securities; (k) Acquired Indebtedness in an aggregate principal amount not to exceed $25.0 million at any one time outstanding (reduced by the amount of Acquired Indebtedness repaid with Net Proceeds of Asset Sales other than Asset Sales of any Subsidiary subject to such Acquired Indebtedness) that is without recourse to Sweetheart Holdings, the Issuer or any of their Subsidiaries or any of their respective assets (other than the Subsidiary acquired subject to such Acquired Indebtedness and its assets), and is not guaranteed by any such person; provided that (A) after giving pro forma effect to the incurrence thereof, Sweetheart Holdings could incur at least $1.00 of Indebtedness under the first paragraph of this Section 4.09 and (B) that any Refinancing Indebtedness with respect thereto may not be incurred by any person other than the Subsidiary that is the obligor on such Acquired Indebtedness; (l) the incurrence by a Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction that is without recourse to the Issuer, Sweetheart Holdings or any Subsidiary of either or any of their respective assets (other than such Receivables Subsidiary and its assets), and is not guaranteed by any such person and (m) if and to the extent that the Issuer, Sweetheart Holdings and any of their Subsidiaries that are Guarantors are not then parties to any Credit Agreement, Indebtedness incurred by the Issuer, Sweetheart Holdings or any of their Subsidiaries that is a Guarantor under or in respect of a working capital facility in a principal amount outstanding, after giving effect to such incurrence, not to exceed the maximum Indebtedness that could then be incurred in accordance with clause (a)(x) above. Notwithstanding any other provision of this Section 4.09, a Guarantee of Indebtedness permitted by the terms of this Indenture at the time such Indebtedness was incurred will not constitute a separate incurrence of Indebtedness.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (ai) The Issuer shall Company will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise otherwise, with respect to (collectively, “"incur” " and collectively, an “"incurrence”") with respect to any Indebtedness (including Acquired Indebtedness), (ii) the Company and the Issuer shall any Guarantor will not issue any shares of Disqualified Stock and shall (iii) the Company will not permit any of its Restricted Subsidiary Subsidiaries that are not Guarantors (other than CapCo I) to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided provided, however, that the Issuer Company and any Guarantor may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock (any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, after giving effect thereto, if the Fixed Charge Coverage Ratio of for the Issuer Company's and the Restricted Subsidiaries Subsidiaries' most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would be have been at least 2.00 1.75 to 1.001.00 (determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period). The foregoing limitations will not apply to: (a) the incurrence by the Company or its Restricted Subsidiaries of Indebtedness under the New Credit Facility and the issuance and creation of letters of credit and banker's acceptances thereunder (with letters of credit and banker's acceptances being deemed to have a principal amount equal to the face amount thereof) up to an aggregate principal amount of $650 million outstanding at any one time; (b) the incurrence by the Issuers of Indebtedness represented by the Securities in an aggregate principal amount not to exceed $225,000,000; (c) Indebtedness existing on the Issue Date (other than Indebtedness described in clauses (a) and (b)); (d) Indebtedness (including Capitalized Lease Obligations) incurred by the Company or any of its Restricted Subsidiaries to finance the purchase, lease or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (d) and including all Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness incurred pursuant to this clause (d), does not exceed 15% of Total Assets at the time of the respective incurrence; (e) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation, letters of credit in respect of workers' compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims; (f) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; (g) Indebtedness of the Company to a Restricted Subsidiary; provided that any such Indebtedness shall be subordinated in right of payment to the Securities; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the amount Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness, Disqualified Stock and ; (h) shares of preferred stock that may be incurred pursuant of a Restricted Subsidiary issued to the foregoing, together with (i) Company or another Restricted Subsidiary; provided that any amounts incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to the extent such Refinancing Indebtedness is in respect subsequent issuance or transfer of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $200 million and (y) 25.0% of EBITDA for the most recently ended Test Period at any one time outstanding.any

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer shall Guarantor will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee Guarantee or otherwise become directly or indirectly liable, contingently or otherwise otherwise, with respect to (collectively, “"incur” and collectively, an “incurrence”") with respect to after the date of the Indenture any Indebtedness (including Acquired IndebtednessDebt) and neither the Issuer shall not Company nor the Guarantor will issue any shares of Disqualified Stock and shall the Guarantor will not permit any of its Restricted Subsidiary Subsidiaries (other than the Company) to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided provided, however, that the Issuer Company and the Guarantor may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified Stock, and any Restricted Subsidiary the Company and the Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock if (i) no Default or Event of Default will have occurred and issue shares of preferred stock be continuing or would occur as a consequence thereof and (any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”ii) if, after giving effect thereto, the Fixed Charge Coverage Ratio for the Guarantor's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least (x) 1.50 to 1 if such incurrence or issuance occurs on or before April 30, 1999, (y) 1.75 to 1 if such incurrence or issuance occurs after April 30, 1999 and on or before April 30, 2000 and (z) 2.00 to 1 if such incurrence or issuance occurs after April 30, 2000, in each case, determined on a pro forma basis (including a pro forma application of the Issuer and net proceeds therefrom) as if the Restricted Subsidiaries would be at least 2.00 to 1.00; providedadditional Indebtedness had been incurred, further, that or the amount of Indebtedness, Disqualified Stock and preferred stock that had been issued, as the case may be incurred pursuant to be, at the foregoing, together with (i) any amounts incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to the extent beginning of such Refinancing four-quarter period. Indebtedness is consisting of reimbursement obligations in respect of (x) Ratio a letter of credit will be deemed to be incurred when the letter of credit is first issued. Neither the Company nor the Guarantor will permit any of their respective Unrestricted Subsidiaries to incur any Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)) by Restricted Subsidiaries that are other than Non-Recourse Debt. The foregoing provisions will not Guarantors shall not exceed the greater of (x) $200 million and (y) 25.0% of EBITDA for the most recently ended Test Period at any one time outstanding.apply to:

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. and Preferred Stock) so long as (a) The Issuer shall not, and shall the principal amount of such new Indebtedness does not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and exceed the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock (any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, after giving effect thereto, the Fixed Charge Coverage Ratio principal amount of the Issuer and the Restricted Subsidiaries would be at least 2.00 to 1.00; providedSubordinated Indebtedness being so redeemed, furtherrepurchased, that acquired or retired for value (plus the amount of Indebtednessany premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, Disqualified Stock and preferred stock that may be repurchased, acquired or retired plus any fees incurred pursuant in connection therewith), (b) such Indebtedness is Incurred by the Borrower or by a Guarantor in respect of refinanced Indebtedness of a Guarantor and, in each case, is fully subordinated to the foregoingCOFACE Facility Obligations, together with (i) any amounts incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely or the related guarantee, as the case may be, at least to the same extent as such Refinancing Subordinated Indebtedness is in respect so purchased, exchanged, redeemed, repurchased, acquired or retired for value to the satisfaction of the Lenders, (c) such Indebtedness has a final scheduled maturity date equal to or later than the earlier of (x) Ratio final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)) by Restricted Subsidiaries that are not Guarantors shall not exceed at least 91 days later than the greater of (x) $200 million Final Maturity Date, and (yd) 25.0% such Indebtedness has a Weighted Average Life to Maturity at the time Incurred which is not less than the remaining Weighted Average Life to Maturity of EBITDA for the most recently ended Test Period at any one time outstanding.Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Each of Sweetheart Holdings and the Issuer shall will not, and shall will not permit any Restricted Subsidiary of their Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) liable with respect to ("incur"), any Indebtedness (including Acquired Indebtedness) and the Issuer shall not or issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and Sweetheart Holdings will not permit any Restricted of its Subsidiaries (including the Issuer) to issue any preferred stock (except for preferred stock issued to the Issuer, Sweetheart Holdings or any Subsidiary of the Issuer or Sweetheart Holdings), except that Sweetheart Holdings, the Issuer and any of their Subsidiaries that is a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock (any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, (i) after giving effect thereto, the Sweetheart Holding's Pro Forma Fixed Charge Coverage Ratio for the four fiscal quarters immediately preceding the date on which such Indebtedness is incurred shall be greater than 2.0 to 1; and (ii) no Default or Event of the Issuer Default shall have occurred and the Restricted Subsidiaries be continuing (which has not been waived) or would be at least 2.00 to 1.00occur as a consequence thereof; provided, further, provided that the amount of Indebtedness, Disqualified Stock and preferred stock that no Guarantee may be incurred pursuant to the foregoingprovisions of this paragraph, together with (i) any amounts unless the guaranteed Indebtedness is also incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely this paragraph. The foregoing limitations will not apply to the extent such Refinancing incurrence of (a) Indebtedness incurred by the Issuer, Sweetheart Holdings or any of their Subsidiaries that is a Guarantor under or in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant the Credit Agreement in a principal amount outstanding at the time of any incurrence not to Section 4.07(b)(14)(x)) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $200 million 65% of inventory plus 85% of accounts receivables of Sweetheart Holdings and its Subsidiaries (in each case as determined in accordance with GAAP, but excluding accounts receivable that are past due by more than 60 days, accounts receivable owned by a Receivables Subsidiary and inventory and accounts receivable of Lily Canada), and (y) 25.0% $215.0 million, reduced, in the case of EBITDA clause (y), by the amount of the proceeds of any Asset Sales (including a Designated Asset Sale and Asset Sales to a Receivables Subsidiary) applied to repay outstanding Indebtedness under the Credit Agreement; (b) Indebtedness in respect of the Securities and Existing Indebtedness; (c) Indebtedness incurred by the Issuer, Sweetheart Holdings or any of their Subsidiaries that is a Guarantor and issued in exchange for or the most recently ended Test Period proceeds of which are used to extend, refinance, renew, replace, substitute or refund Indebtedness referred to in the immediately preceding paragraph or clause (b) above, and Indebtedness of other Subsidiaries contemplated by clause (k) below (the "Refinancing Indebtedness"); provided, however, that (i) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of Indebtedness so extended, refinanced, renewed, replaced, substituted or refunded (plus the amount of reasonable expenses incurred thereunder) (the "Refinanced Indebtedness"), (ii) the Refinancing Indebtedness shall rank pari passu with or junior to the Refinanced Indebtedness in right of payment and such Refinancing Indebtedness shall not permit payment prior to the stated maturity thereof earlier or in circumstances other than the Refinanced Indebtedness and (iii) the Weighted Average Life to Maturity of such Refinancing Indebtedness shall be no shorter than the Weighted Average Life to Maturity of the Refinanced Indebtedness; and provided, further, that in no event may Indebtedness of the Issuer or Sweetheart Holdings that is pari passu with, or subordinated in right of payment to, the Securities be exchanged, refinanced or refunded by means of Indebtedness of any Subsidiary of Sweetheart Holdings (other than the Issuer) pursuant to this clause (c); (d) Indebtedness incurred by the Issuer, Sweetheart Holdings or any of their Subsidiaries in connection with any Hedging Obligations, performance bonds, letter of credit obligations and bank overdrafts incurred in the ordinary course of business or relating to (as determined in good faith by the Board of Directors of Sweetheart Holdings) or required by the terms of any Indebtedness permitted to be incurred pursuant to this Section 4.09; (e) additional Indebtedness of the Issuer, Sweetheart Holdings or any of their Subsidiaries that is a Guarantor (which Indebtedness may, but need not, be incurred under the Credit Agreement), capital lease obligations and Purchase Money Obligations, in an aggregate principal amount not to exceed $25.0 million at any one time outstanding, reduced by the principal amount of any such Indebtedness repaid with Net Proceeds of Asset Sales (other than Purchase Money Obligations repaid with the Net Proceeds of Asset Sales of the assets securing such Obligations) to the extent no reduction is made pursuant to clause (a) above; (f) Indebtedness of Lily Canada incurred under the Lily Canada Loan Agreement not to exceed the greater of (1) 65% of inventory plus 85% of accounts receivables of Lily Canada and (2) Cn. $30.0 million at any time outstanding, provided that such Indebtedness is without recourse to Sweetheart Holdings or any of its Subsidiaries or any of their respective assets (other than Lily Canada and its assets); (g) Indebtedness of Global in an amount not to exceed 65% of inventory plus 85% of accounts receivables of Global, provided that such Indebtedness is without recourse to Sweetheart Holdings or any of its Subsidiaries or any of their respective assets (other than Global and its assets); (h) Indebtedness between or among Sweetheart Holdings, the Issuer and their Subsidiaries; (i) Indebtedness incurred by the Issuer, Sweetheart Holdings or any of their Subsidiaries and arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any Obligations of Sweetheart Holdings, the Issuer or any of their Subsidiaries pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Subsidiary of Sweetheart Holdings or the Issuer, other than Guarantees of Indebtedness incurred by any person acquiring all or any portion of such business, assets or Subsidiary of Sweetheart Holdings or the Issuer for the purpose of financing such acquisition, in a principal amount not to exceed 25% of the gross proceeds (with proceeds other than cash or Cash Equivalents being valued at the fair market value thereof as determined by the Board of Directors of Sweetheart Holdings in good faith) actually received by Sweetheart Holdings, the Issuer or any of their Subsidiaries in connection with such dispositions, (j) Indebtedness of Sweetheart Holdings or the Issuer in an aggregate principal amount not to exceed $4.0 million at any one time outstanding incurred in connection with the purchase, redemption, acquisition, cancellation or other retirement for value of shares of capital stock of Sweetheart Holdings, options on any such shares or related stock appreciation rights or similar securities held by officers or employees or former officers or employees (or their estates or beneficiaries under their estates) and which were issued pursuant to any stock option plan, upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other agreement under which such stares of capital stock, options, related rights or similar securities were issued; provided that (A) such indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, is expressly made subordinate in right of payment to the Securities at least to the extent that the Xxxxx Notes are subordinated in right of payment to the Securities, (B) such Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, provides that no payments of principal of such Indebtedness by way of sinking fund, mandatory redemption or otherwise (including defeasance) may be made by the Issuer or Sweetheart Holdings at any time prior to one year after the stated maturity of the Securities and (C) the scheduled maturity of all principal of such Indebtedness is at least one year after the stated maturity of the Securities; (k) Acquired Indebtedness in an aggregate principal amount not to exceed $25.0 million at any one time outstanding (reduced by the amount of Acquired Indebtedness repaid with Net Proceeds of Asset Sales other than Asset Sales of any Subsidiary subject to such Acquired Indebtedness) that is without recourse to Sweetheart Holdings, the Issuer or any of their Subsidiaries or any of their respective assets (other than the Subsidiary acquired subject to such Acquired Indebtedness and its assets), and is not guaranteed by any such person; provided that (A) after giving pro forma effect to the incurrence thereof, Sweetheart Holdings could incur at least $1.00 of Indebtedness under the first paragraph of this Section 4.09 and (B) that any Refinancing Indebtedness with respect thereto may not be incurred by any person other than the Subsidiary that is the obligor on such Acquired Indebtedness; (l) the incurrence by a Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction that is without recourse to the Issuer, Sweetheart Holdings or any Subsidiary of either or any of their respective assets (other than such Receivables Subsidiary and its assets), and is not guaranteed by any such person and (m) if and to the extent that the Issuer, Sweetheart Holdings and any of their Subsidiaries that are Guarantors are not then parties to any Credit Agreement, Indebtedness incurred by the Issuer, Sweetheart Holdings or any of their Subsidiaries that is a Guarantor under or in respect of a working capital facility in a principal amount outstanding, after giving effect to such incurrence, not to exceed the maximum Indebtedness that could then be incurred in accordance with clause (a)(x) above. Notwithstanding any other provision of this Section 4.09, a Guarantee of Indebtedness permitted by the terms of this Indenture at the time such Indebtedness was incurred will not constitute a separate incurrence of Indebtedness.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise otherwise, (collectively, “incurIncur” and collectively, an “incurrenceIncurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer Borrower shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, or preferred stock; provided provided, however, that the Issuer Borrower may incur Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock stock, if the Borrower’s Debt to Adjusted EBITDA Ratio would be less than or equal to 6.75 to 1.0, determined on a pro forma basis (any Indebtednessincluding a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or preferred stock incurred pursuant to this paragraphhad been issued, “Ratio Indebtedness”) ifas the case may be, after giving effect thereto, the Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries would be application of proceeds therefrom had occurred at least 2.00 to 1.00the beginning of such four-quarter period; provided, further, provided that the amount of Indebtedness (other than Acquired Indebtedness), Disqualified Stock and preferred stock that may be incurred Incurred pursuant to the foregoing, together with (i) any amounts incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to the extent such Refinancing Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)) foregoing by Restricted Subsidiaries that are not Guarantors of the Loans shall not exceed the greater of (x) $200 250.0 million and (y) 25.0% of EBITDA for the most recently ended Test Period at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee Guarantee or otherwise become directly or indirectly liable, contingently or otherwise otherwise, with respect to (collectively, “"incur” and collectively, an “incurrence”") with respect to after the date of the Indenture any Indebtedness (including Acquired IndebtednessDebt) and that the Issuer shall Company will not issue any shares of Disqualified Stock and shall the Company will not permit any of its Restricted Subsidiary Subsidiaries to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided provided, however, that the Issuer Company may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified Stock, and any Restricted Subsidiary the Company may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock if (i) no Default or Event of Default will have occurred and issue shares of preferred stock be continuing or would occur as a consequence thereof and (any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”ii) if, after giving effect thereto, the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.5 to 1, determined on a pro forma basis (including a pro forma application of the Issuer and net proceeds therefrom) as if the Restricted Subsidiaries would be at least 2.00 to 1.00; providedadditional Indebtedness had been incurred, further, that or the amount of Indebtedness, Disqualified Stock and preferred stock that had been issued, as the case may be incurred pursuant to be, at the foregoing, together with (i) any amounts incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to the extent beginning of such Refinancing four-quarter period. Indebtedness is consisting of reimbursement obligations in respect of (x) Ratio a letter of credit will be deemed to be incurred when the letter of credit is first issued. The Company will not permit any of its Unrestricted Subsidiaries to incur any Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)) by Restricted Subsidiaries that are other than Non-Recourse Debt. The foregoing provisions will not Guarantors shall not exceed the greater of (x) $200 million and (y) 25.0% of EBITDA for the most recently ended Test Period at any one time outstanding.apply to:

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise in any manner become directly or indirectly liableliable for the payment of, contingently or otherwise incur (collectively, “"incur” and collectively"), an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), other than Permitted Indebtedness, or issue shares of any Disqualified Stock, except that the Company or a Restricted Subsidiary may incur Indebtedness or issue Disqualified Stock and issue shares of preferred stock (any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, after giving effect theretoat the time of such incurrence or issuance, the Fixed Charge Coverage Ratio for the four full fiscal quarters (taken as one accounting period) immediately preceding the incurrence of such Indebtedness or the issuance of such Disqualified Stock for which internal financial statements are available would have been equal to at least 2.0 to 1.0 if such incurrence is on or prior to the second anniversary of the Issuer Closing Date and 2.25 to 1.0 if thereafter. In making the foregoing calculation for any four-quarter period which includes the Closing Date, pro forma effect shall be given to the Offering and the application of the net proceeds therefrom, as if such transactions had occurred at the beginning of such four-quarter period. In addition (but without duplication), in making the foregoing calculation, pro forma effect will be given to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred and the application of such proceeds occurred at the beginning of such four-quarter period, (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company or its Restricted Subsidiaries would since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period, (iii) if the acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any other company, entity or business acquired or disposed of by the Company or any Restricted Subsidiary, as the case may be, since the first day of such four-quarter period, as if such acquisition or disposition occurred at the beginning of such four-quarter period. In making a computation under the foregoing clause (i) or (ii), (A) interest on Indebtedness bearing a floating interest rate shall be computed as if the rate in effect on the dated of computation had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligations have a remaining term at least 2.00 to 1.00; providedthe date of determination in excess of 12 months), further(B) if such Indebtedness bears, that at the option of the Company, a fixed or floating rate of interest, interest thereon will be computed by applying, at the option of the Company, either the fixed or floating rate and (C) the amount of any Indebtedness, Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing, together with (i) any amounts incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to the extent such Refinancing Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $200 million and (y) 25.0% of EBITDA for the most recently ended Test Period at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee Guarantee or otherwise become directly or indirectly liable, contingently or otherwise otherwise, with respect to (collectively, “"incur” and collectively, an “incurrence”") with respect to after the date of the Indenture any Indebtedness (including Acquired IndebtednessDebt) and that the Issuer shall Company will not issue any shares of Disqualified Stock and shall will not permit any of its Restricted Subsidiary Subsidiaries to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided provided, however, that the Issuer Company may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock if (i) no Default or Event of Default will have occurred and issue shares of preferred stock be continuing or would occur as a consequence thereof and (any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”ii) if, after giving effect thereto, the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.25 to 1, determined on a pro forma basis (including a pro forma application of the Issuer and net proceeds therefrom) as if the Restricted additional Indebtedness had been incurred, or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. Indebtedness consisting of reimbursement obligations in respect of a letter of credit will be deemed to be incurred when the letter of credit is first issued. The Company will not permit any of its Unrestricted Subsidiaries would be at least 2.00 to 1.00incur any Indebtedness other than Non-Recourse Debt; provided, furtherhowever, that Atria may incur Indebtedness under Atria's bank credit facility which is Guaranteed by the Company and its Restricted Subsidiaries up to an aggregate amount of Indebtedness$100 million through August 26, Disqualified Stock and preferred stock that may be incurred pursuant 1998, declining to the foregoing$75 million, together with (i) any amounts incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to the extent such Refinancing Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $200 50 million and (y) 25.0% of EBITDA for the most recently ended Test Period at any one time outstanding.$25 million in each respective one-year period thereafter. The foregoing provisions will not apply to:

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided provided, however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock (any Indebtednessstock, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, after giving effect thereto, the Fixed Charge Coverage Ratio for the Issuer’s most recently ended Applicable Measurement Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued (or, in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness thereunder, in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without being treated as an incurrence of Indebtedness; provided further, however, that the full amount of the Designated Revolving Commitments shall be treated as outstanding Indebtedness (whether or not outstanding) for each subsequent determination of any ratio hereunder until such Designated Revolving Commitments are no longer so designated as such) further compliance with this proviso) of the Issuer and the Restricted Subsidiaries would be at least 2.00 to 1.00; providedprovided further, furtherhowever, that the amount of Indebtedness, Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing, together with (i) any amounts incurred and outstanding pursuant to under Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to the extent such Refinancing Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)1011(b)(14)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $200 25.0 million and (y) 25.01.50% of EBITDA for the most recently ended Test Period Consolidated Total Assets at any one time outstandingoutstanding (with such incurrence pursuant to this paragraph being tested solely at the time of incurrence and without regard to subsequent changes in Consolidated Total Assets).

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer Parent shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not the Issuers or Guarantors, preferred stock; provided that the Issuer Parent may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock (any Indebtednessstock, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, after giving effect thereto, the Fixed Charge Coverage Ratio of the Issuer Parent and the Restricted Subsidiaries would be at least 2.00 to 1.00; provided, further, that the amount of Indebtedness, Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing, together with (i) any amounts incurred and outstanding pursuant to under Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to the extent such Refinancing Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)1011(b)(14)(x) by Restricted Subsidiaries that are not the Issuers or Guarantors shall not exceed the greater of (x) $200 €130.0 million and (y) 25.07.5% of EBITDA for the most recently ended Test Period Consolidated Total Assets at any one time outstanding.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer shall Each of Sweetheart Holdings and the Company will not, and shall will not permit any of their Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) liable with respect to ("incur"), any Indebtedness (including Acquired Indebtedness) and the Issuer shall not or issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and Sweetheart Holdings will not permit any of its Restricted Subsidiaries (including the Company) to issue any preferred stock (except for preferred stock issued to the Company, Sweetheart Holdings or any Restricted Subsidiary of the Company or Sweetheart Holdings), except that Sweetheart Holdings, the Company and any of their Restricted Subsidiaries that is a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock (any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this paragraph, “Ratio Indebtedness”) if, (1) after giving effect thereto, the Sweetheart Holdings' Fixed Charge Coverage Ratio of for the Issuer and four fiscal quarters immediately preceding the Restricted Subsidiaries would date on which such Indebtedness is incurred shall be at least greater than 2.00 to 1.00; provided, further, and (2) no Default or Event of Default shall have occurred and be continuing (which has not been waived) or would occur as a consequence thereof; provided that the amount of Indebtedness, Disqualified Stock and preferred stock that no Guarantee may be incurred pursuant to the foregoingprovisions of this paragraph, together with (i) any amounts incurred and outstanding pursuant to Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to unless the extent such Refinancing guaranteed Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness also incurred pursuant to Section 4.07(b)(14)(x)) by Restricted Subsidiaries that are this paragraph. The foregoing limitations will not Guarantors shall not exceed apply to the greater incurrence of (x) $200 million and (y) 25.0% each of EBITDA for the most recently ended Test Period at any one time outstanding.following, collectively, "Permitted Debt"):

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee Guarantee or otherwise become directly or indirectly liable, contingently or otherwise liable for the payment of (collectively, “incur” "Incur") any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, or issue any Disqualified Stock, unless (1) at the time of such event and collectivelyafter giving effect thereto and the receipt and application of the funds therefrom, an “incurrence”the Company's Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters immediately preceding such event, taken as one period, would have been at least equal to 3.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) as if such additional Indebtedness had been Incurred, or such Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period, (2) no Default or Event of Default shall have occurred and be continuing at the time such Indebtedness is Incurred or such Disqualified Stock is issued or would occur as a consequence of the Incurrence of such Indebtedness or the issuance of such Disqualified Stock and (3) with respect to any Indebtedness (including Acquired Indebtedness) such Restricted Subsidiary, it is then a Subsidiary Guarantor and its Subsidiary Guarantee then constitutes a legal, valid and binding obligation of such Subsidiary Guarantor. The amount of any Guarantees by the Issuer shall not issue any shares of Disqualified Stock and shall not permit Company or any Restricted Subsidiary of any Indebtedness of the Company or one or more Restricted Subsidiaries will not be deemed to issue any shares be Outstanding or Incurred for purposes of Disqualified Stock or, this Section 9.11 in addition to the amount of Indebtedness which it Guarantees. 91 Other than to the extent provided in the case of Restricted Subsidiaries that are not GuarantorsIntercreditor Agreement, preferred stock; provided that neither the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and Company nor any Restricted Subsidiary may incur will be permitted to Incur any Indebtedness (or other obligation, including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock (any Permitted Indebtedness, Disqualified Stock that is contractually subordinated in right of payment or preferred stock incurred pursuant security (other than Permitted Liens) to this paragraph, “Ratio Indebtedness”) if, after giving effect thereto, the Fixed Charge Coverage Ratio any other Indebtedness of the Issuer Company or that Restricted Subsidiary, as applicable, unless such Indebtedness is also expressly contractually subordinated in right of payment and security (other than Permitted Liens) to the Notes or the Subsidiary Guarantee of that Restricted Subsidiaries would be at least 2.00 to 1.00Subsidiary, as applicable, on substantially identical terms; provided, furtherhowever, that no Indebtedness of the amount Company or any Restricted Subsidiary will be deemed to be contractually subordinated in right of Indebtednesspayment or security to any other Indebtedness of the Company or that Restricted Subsidiary solely by virtue of being unsecured, Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing, together with (i) any amounts incurred and outstanding pursuant to provisions of this Section 4.07(b)(14)(x) and (ii) any amounts incurred and outstanding pursuant to Section 4.07(b)(13) (but solely to the extent such Refinancing Indebtedness is in respect of (x) Ratio Indebtedness or (y) Indebtedness incurred pursuant to Section 4.07(b)(14)(x)) by Restricted Subsidiaries that are not Guarantors 9.11 shall not exceed prohibit tranches of Indebtedness under the greater Revolving Credit Facility being subordinated to other tranches of (x) $200 million and (y) 25.0% of EBITDA for the most recently ended Test Period at any one time outstandingIndebtedness thereunder.