Common use of Debt Restriction Clause in Contracts

Debt Restriction. (i) in the case of the Company, unsecured Debt, provided that immediately after giving effect thereto, the Company shall be in pro forma compliance (calculated based on historical financial statements most recently furnished or required to be furnished pursuant to paragraph 5A(i) or (ii) as though such Debt had been incurred at the beginning of the period covered thereby, adjusted to account for the refinancing or replacement of Debt by such Debt being incurred and for any permanent repayments of Debt) with the covenants set forth in paragraph 5K, provided further, that with respect to any Debt arising under Hedge Agreements, such Hedge Agreements shall be designed to hedge against fluctuations in interest rates, commodity prices or foreign exchange rates incurred in the ordinary course of business, shall be consistent with prudent business practices, and shall be non-speculative in nature (including, without limitation, with respect to the term and purpose thereof); (ii) in the case of the Company's Subsidiaries (other than the Joint Venture Company), (A) Membership Debt with respect to (i) Canpotex incurred in the ordinary course of business and consistent with prudent business practices or (ii) SKMG incurred in the ordinary course of business and consistent with past business practices, (B) Debt existing on the date hereof, as set forth on Part I of Schedule 6B(2) (such Debt, other than Debt consisting of intercompany Debt, being the "Existing Subsidiary Debt"), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Existing Subsidiary Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no more restrictive in any material respects than the terms of the Existing Subsidiary Debt being extended, refunded or refinanced thereby (it being understood that Debt being refinanced at maturity may bear interest at then-market rates) and provided further that the principal amount of such Existing Subsidiary Debt shall not be increased above the principal amount thereof outstanding immediately prior to the Restatement Date and the direct and contingent obligors therefor shall not be changed (other than the addition of the guaranty of such Debt by the Company) to the extent such guarantee is otherwise permitted under paragraph 6B(2)(i), as a result of or in connection with such extension, refunding or refinancing, (C) Debt arising under Hedge Agreements designed to hedge against fluctuations in interest rates, commodity prices or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, provided that such Hedge Agreements shall be non-speculative in nature (including, without limitation, with respect to the term and purpose thereof), (D) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (E) Debt owing from a Subsidiary Guarantor to another Subsidiary Guarantor, (i) prior to the Release Date, (x) Debt owing from a Subsidiary Guarantor to a Non-Guarantor Subsidiary (y) Debt owing from a Non-Guarantor Subsidiary to any other Non- Guarantor Subsidiary, and (z) Debt owing from a Non-Guarantor Subsidiary to a Subsidiary Guarantor, which, shall not exceed, in the aggregate, $25,000,000 at any time outstanding, and (ii) after the Release Date, Debt owing from any Subsidiary of the Company to any other Subsidiary of the Company, (G) (i) Debt in an amount of $300,000,000 in connection with the reinstatement of the Subordinated Intercompany Notes, and (ii) other Debt owing to the Company, which, prior to the Release Date, shall not exceed, in the aggregate, $300,000,000 at any time outstanding, (H) Chemical Supplier Debt incurred in the ordinary course of business and consistent with past business practices, (I) Debt of any Subsidiary arising in connection with the redemption of the Vigoro Series E Preferred Stock outstanding on the date hereof upon exercise of any mandatory redemption right; provided, however, that the provisions of the documents governing or evidencing the same are, in the good faith determination of the Required Holder(s), not materially more restrictive than the provisions in this Agreement and not materially adverse to the interests of the holders of the Notes, (J) in the case of Global Operations only and only during such time as Global Operations is a party to the Subsidiary Guaranty as a "Guarantor" (as such term is defined therein) and the Subsidiary Guaranty is in full force and effect, Debt constituting money borrowed by Global Operations under the New Credit Agreement; provided, however, that the aggregate outstanding principal amount thereof at no time exceeds $405,000,000 minus the aggregate outstanding principal amount of money borrowed by the Company under the New Credit Agreement; provided further, that in the event any Default or Event of Default shall occur and be continuing Global Operations shall not, during such time, be permitted by reason of this clause (J) to incur Debt (as opposed to permitting to exist Debt theretofore incurred) constituting money borrowed under the New Credit Agreement, (K) in the case of Kalium only, Funded Debt constituting money borrowed by Kalium under the New Credit Agreement; provided, however, that the aggregate principal amount borrowed shall not exceed $50,000,000, (L) other Debt not to exceed in the aggregate $120,000,000 outstanding at any time; (iii) in the case of the Joint Venture Company, (A) Debt existing on the date hereof, as set forth on Part II of Schedule 6B(2) (the "Existing JV Debt"), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any JV Existing Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no more restrictive in any material respects than the terms of the Existing Debt being extended, refunded or refinanced thereby (it being understood that Debt being refinanced at maturity may bear interest at then-market rates) and provided further that the principal amount of such JV Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to the Restatement Date and the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding or refinancing, (B) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (C) Debt arising under Hedge Agreements designed to hedge against fluctuations in interest rates, commodity prices or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, provided that such Hedge Agreements shall be non-speculative in nature (including, without limitation, with respect to the term and purpose thereof), (D) Membership Debt with respect to PhosChem or Phosrock incurred in the ordinary course of business and consistent with past business practices, (E) Chemical Supplier Debt incurred in the ordinary course of business and consistent with past business practices, and (F) other Debt not to exceed in the aggregate $50,000,000 outstanding at any time; and (iv) notwithstanding the foregoing provisions of this paragraph 6B(2), the Company shall at all times be in compliance with the provisions of paragraph 5K.

Debt Restriction. Create, incur, assume or suffer to exist any Indebtedness, except: (i) in the case Indebtedness of the Company, unsecured Debt, provided that immediately after giving effect thereto, Company or any Subsidiary owing to the Company shall be in pro forma compliance (calculated based on historical financial statements most recently furnished or required to be furnished pursuant to paragraph 5A(i) or (ii) as though such Debt had been incurred at the beginning of the period covered thereby, adjusted to account for the refinancing or replacement of Debt by such Debt being incurred and for any permanent repayments of Debt) with the covenants set forth in paragraph 5K, provided further, that with respect to any Debt arising under Hedge Agreements, such Hedge Agreements shall be designed to hedge against fluctuations in interest rates, commodity prices or foreign exchange rates incurred in the ordinary course of business, shall be consistent with prudent business practices, and shall be non-speculative in nature (including, without limitation, with respect to the term and purpose thereof)Subsidiary; (ii) in the case other Indebtedness of the Company's Company or Subsidiaries (other than Significant Subsidiaries), so long as Priority Debt at no time exceeds twenty percent (20%) of Consolidated Total Tangible Assets (notwithstanding the Joint Venture Company), (A) Membership Debt with respect to (i) Canpotex incurred foregoing, the basket in the ordinary course of business and consistent with prudent business practices or this subclause (ii) SKMG incurred shall not be used to provide credit enhancements (in any form, including Liens and Guarantees) to the lender(s) under the Company’s Principal Credit Facilities); provided that (x) so long as the Company complies with paragraph 5H and would be in compliance with paragraphs 6B(9) and 6B(10) hereof (calculated as of the date of, and after giving effect to, the incurrence of such Indebtedness), Material Subsidiaries (as defined in the ordinary course Bank Credit Facility) may enter into additional Guarantees of business Indebtedness of the Company under any Principal Credit Facility on terms and consistent with past business practices, (B) Debt existing conditions no more restrictive on the date hereof, Company and its Subsidiaries taken as set forth on Part I a whole than the terms and conditions of Schedule 6B(2) (such Debt, other than Debt consisting the Subsidiary Guaranties provided to the holders of intercompany Debt, being the "Existing Subsidiary Debt"), and any Debt extending the maturity of, or refunding or refinancingNotes hereunder, in whole each case solely to the extent such Guarantees shall be unsecured and either junior in right of payment to the Notes and other obligations hereunder or in part, any Existing Subsidiary Debtpari passu to the Notes and other obligations hereunder, provided that the terms of any such extending, refunding or refinancing Debt, Company shall promptly provide Prudential and of any agreement entered into and of any instrument issued in connection therewith, are no more restrictive in any material respects than the terms of the Existing Subsidiary Debt being extended, refunded or refinanced thereby (it being understood that Debt being refinanced at maturity may bear interest at then-market rates) and provided further that the principal amount of such Existing Subsidiary Debt shall not be increased above the principal amount thereof outstanding immediately prior to the Restatement Date and the direct and contingent obligors therefor shall not be changed (other than the addition of the guaranty of such Debt by the Company) to the extent such guarantee is otherwise permitted under paragraph 6B(2)(i), as a result of or in connection with such extension, refunding or refinancing, (C) Debt arising under Hedge Agreements designed to hedge against fluctuations in interest rates, commodity prices or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, provided that such Hedge Agreements shall be non-speculative in nature (including, without limitation, with respect to the term and purpose thereof), (D) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (E) Debt owing from a Subsidiary Guarantor to another Subsidiary Guarantor, (i) prior to the Release Date, (x) Debt owing from a Subsidiary Guarantor to a Non-Guarantor Subsidiary (y) Debt owing from a Non-Guarantor Subsidiary to any other Non- Guarantor Subsidiary, and (z) Debt owing from a Non-Guarantor Subsidiary to a Subsidiary Guarantor, which, shall not exceed, in the aggregate, $25,000,000 at any time outstanding, and (ii) after the Release Date, Debt owing from any Subsidiary of the Company to any other Subsidiary of the Company, (G) (i) Debt in an amount of $300,000,000 in connection with the reinstatement of the Subordinated Intercompany Notes, and (ii) other Debt owing to the Company, which, prior to the Release Date, shall not exceed, in the aggregate, $300,000,000 at any time outstanding, (H) Chemical Supplier Debt incurred in the ordinary course of business and consistent with past business practices, (I) Debt of any Subsidiary arising in connection with the redemption of the Vigoro Series E Preferred Stock outstanding on the date hereof upon exercise of any mandatory redemption right; provided, however, that the provisions of the documents governing or evidencing the same are, in the good faith determination of the Required Holder(s), not materially more restrictive than the provisions in this Agreement and not materially adverse to the interests of the holders of the Notes, (J) in the case Notes with a copy of Global Operations only any documentation evidencing such Guarantees and only during any modification to such time as Global Operations is a party to the Subsidiary Guaranty as a "Guarantor" (as such term is defined therein) and the Subsidiary Guaranty is in full force and effect, Debt constituting money borrowed by Global Operations under the New Credit AgreementGuarantees; provided, however, that the aggregate outstanding principal amount thereof at no time exceeds $405,000,000 minus the aggregate outstanding principal amount of money borrowed by the Company under the New Credit Agreement; provided further, that in the event any Default or Event of Default shall occur and be continuing Global Operations shall not, during such time, be permitted by reason of this clause (J) to incur Debt (as opposed to permitting to exist Debt theretofore incurred) constituting money borrowed under the New Credit Agreement, (K) in the case of Kalium only, Funded Debt constituting money borrowed by Kalium under the New Credit Agreement; provided, however, that the aggregate principal amount borrowed shall not exceed $50,000,000, (L) other Debt not to exceed in the aggregate $120,000,000 outstanding at any time;and (iii) Receivables Transaction Attributed Indebtedness and/or Indebtedness incurred pursuant to Qualified Receivables Transaction in the case of the Joint Venture Company, (A) Debt existing on the date hereof, as set forth on Part II of Schedule 6B(2) (the "Existing JV Debt"), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any JV Existing Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no more restrictive in any material respects than the terms of the Existing Debt being extended, refunded or refinanced thereby (it being understood that Debt being refinanced at maturity may bear interest at then-market rates) and provided further that the principal an aggregate amount of such JV Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to the Restatement Date and the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding or refinancing, (B) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (C) Debt arising under Hedge Agreements designed to hedge against fluctuations in interest rates, commodity prices or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, provided that such Hedge Agreements shall be non-speculative in nature (including, without limitation, with respect to the term and purpose thereof), (D) Membership Debt with respect to PhosChem or Phosrock incurred in the ordinary course of business and consistent with past business practices, (E) Chemical Supplier Debt incurred in the ordinary course of business and consistent with past business practices, and (F) other Debt not to exceed in the aggregate $50,000,000 outstanding 30,000,000 at any time; and (iv) notwithstanding the foregoing provisions of this paragraph 6B(2), the Company shall at all times be in compliance with the provisions of paragraph 5K..

Debt Restriction. Create, incur, assume or suffer to exist any Indebtedness, except: (i) in the case Indebtedness of the Company, unsecured Debt, provided that immediately after giving effect thereto, Company or any Subsidiary owing to the Company shall be in pro forma compliance (calculated based on historical financial statements most recently furnished or required to be furnished pursuant to paragraph 5A(i) or (ii) as though such Debt had been incurred at the beginning of the period covered thereby, adjusted to account for the refinancing or replacement of Debt by such Debt being incurred and for any permanent repayments of Debt) with the covenants set forth in paragraph 5K, provided further, that with respect to any Debt arising under Hedge Agreements, such Hedge Agreements shall be designed to hedge against fluctuations in interest rates, commodity prices or foreign exchange rates incurred in the ordinary course of business, shall be consistent with prudent business practices, and shall be non-speculative in nature (including, without limitation, with respect to the term and purpose thereof)Subsidiary; (ii) in the case other Indebtedness of the Company's Company or Subsidiaries (other than Significant Subsidiaries), so long as Priority Debt at no time exceeds twenty percent (20%) of Consolidated Total Tangible Assets (notwithstanding the Joint Venture Company), (A) Membership Debt with respect to (i) Canpotex incurred foregoing, the basket in the ordinary course of business and consistent with prudent business practices or this subclause (ii) SKMG incurred shall not be used to provide credit enhancements (in any form, including Liens and Guarantees) to the lender(s) under the Company’s Principal Credit Facilities); provided that (x) so long as the Company complies with Section 9.8 and would be in compliance with Sections 10.9 and 10.10 hereof (calculated as of the date of, and after giving effect to, the incurrence of such Indebtedness), Material Subsidiaries (as defined in the ordinary course Credit Agreement) may enter into additional Guarantees of business Indebtedness of the Company under any Principal Credit Facility on terms and consistent with past business practices, (B) Debt existing conditions no more restrictive on the date hereof, Company and its Subsidiaries taken as set forth on Part I a whole than the terms and conditions of Schedule 6B(2) (such Debt, other than Debt consisting the Subsidiary Guaranties provided to the holders of intercompany Debt, being the "Existing Subsidiary Debt"), and any Debt extending the maturity of, or refunding or refinancingNotes hereunder, in whole each case solely to the extent such Guarantees shall be unsecured and either junior in right of payment to the Notes and other obligations hereunder or in part, any Existing Subsidiary Debtpari passu to the Notes and other obligations hereunder, provided that the terms of any such extending, refunding or refinancing Debt, Company shall promptly provide New York Life and of any agreement entered into and of any instrument issued in connection therewith, are no more restrictive in any material respects than the terms of the Existing Subsidiary Debt being extended, refunded or refinanced thereby (it being understood that Debt being refinanced at maturity may bear interest at then-market rates) and provided further that the principal amount of such Existing Subsidiary Debt shall not be increased above the principal amount thereof outstanding immediately prior to the Restatement Date and the direct and contingent obligors therefor shall not be changed (other than the addition of the guaranty of such Debt by the Company) to the extent such guarantee is otherwise permitted under paragraph 6B(2)(i), as a result of or in connection with such extension, refunding or refinancing, (C) Debt arising under Hedge Agreements designed to hedge against fluctuations in interest rates, commodity prices or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, provided that such Hedge Agreements shall be non-speculative in nature (including, without limitation, with respect to the term and purpose thereof), (D) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (E) Debt owing from a Subsidiary Guarantor to another Subsidiary Guarantor, (i) prior to the Release Date, (x) Debt owing from a Subsidiary Guarantor to a Non-Guarantor Subsidiary (y) Debt owing from a Non-Guarantor Subsidiary to any other Non- Guarantor Subsidiary, and (z) Debt owing from a Non-Guarantor Subsidiary to a Subsidiary Guarantor, which, shall not exceed, in the aggregate, $25,000,000 at any time outstanding, and (ii) after the Release Date, Debt owing from any Subsidiary of the Company to any other Subsidiary of the Company, (G) (i) Debt in an amount of $300,000,000 in connection with the reinstatement of the Subordinated Intercompany Notes, and (ii) other Debt owing to the Company, which, prior to the Release Date, shall not exceed, in the aggregate, $300,000,000 at any time outstanding, (H) Chemical Supplier Debt incurred in the ordinary course of business and consistent with past business practices, (I) Debt of any Subsidiary arising in connection with the redemption of the Vigoro Series E Preferred Stock outstanding on the date hereof upon exercise of any mandatory redemption right; provided, however, that the provisions of the documents governing or evidencing the same are, in the good faith determination of the Required Holder(s), not materially more restrictive than the provisions in this Agreement and not materially adverse to the interests of the holders of the Notes, (J) in the case Notes with a copy of Global Operations only any documentation evidencing such Guarantees and only during any modification to such time as Global Operations is a party to the Subsidiary Guaranty as a "Guarantor" (as such term is defined therein) and the Subsidiary Guaranty is in full force and effect, Debt constituting money borrowed by Global Operations under the New Credit AgreementGuarantees; provided, however, that the aggregate outstanding principal amount thereof at no time exceeds $405,000,000 minus the aggregate outstanding principal amount of money borrowed by the Company under the New Credit Agreement; provided further, that in the event any Default or Event of Default shall occur and be continuing Global Operations shall not, during such time, be permitted by reason of this clause (J) to incur Debt (as opposed to permitting to exist Debt theretofore incurred) constituting money borrowed under the New Credit Agreement, (K) in the case of Kalium only, Funded Debt constituting money borrowed by Kalium under the New Credit Agreement; provided, however, that the aggregate principal amount borrowed shall not exceed $50,000,000, (L) other Debt not to exceed in the aggregate $120,000,000 outstanding at any time;and (iii) Receivables Transaction Attributed Indebtedness and/or Indebtedness incurred pursuant to Qualified Receivables Transaction in the case of the Joint Venture Company, (A) Debt existing on the date hereof, as set forth on Part II of Schedule 6B(2) (the "Existing JV Debt"), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any JV Existing Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no more restrictive in any material respects than the terms of the Existing Debt being extended, refunded or refinanced thereby (it being understood that Debt being refinanced at maturity may bear interest at then-market rates) and provided further that the principal an aggregate amount of such JV Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to the Restatement Date and the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding or refinancing, (B) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (C) Debt arising under Hedge Agreements designed to hedge against fluctuations in interest rates, commodity prices or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, provided that such Hedge Agreements shall be non-speculative in nature (including, without limitation, with respect to the term and purpose thereof), (D) Membership Debt with respect to PhosChem or Phosrock incurred in the ordinary course of business and consistent with past business practices, (E) Chemical Supplier Debt incurred in the ordinary course of business and consistent with past business practices, and (F) other Debt not to exceed in the aggregate $50,000,000 outstanding 30,000,000 at any time; and (iv) notwithstanding the foregoing provisions of this paragraph 6B(2), the Company shall at all times be in compliance with the provisions of paragraph 5K..

Debt Restriction. Create, incur, assume or suffer to exist any Debt other than: (i) in the case of the CompanyIMC, unsecured Debt, provided that immediately after giving effect thereto, the Company IMC shall be in pro forma compliance (calculated based on historical financial statements most recently furnished or required to be furnished pursuant to paragraph 5A(i) or (ii) as though such Debt had been incurred at the beginning of the period covered thereby, adjusted to account for the refinancing or replacement of Debt by such Debt being incurred and for any permanent repayments of Debt) with the covenants set forth in paragraph 5K5J, provided further, that with respect to any Debt arising under Hedge Agreements, such Hedge Agreements shall be designed to hedge against fluctuations in interest rates, commodity prices or foreign exchange rates incurred in the ordinary course of business, shall be consistent with prudent business practices, and shall be non-speculative in nature (including, without limitation, with respect to the term and purpose thereof); (ii) in the case of the CompanyIMC's Subsidiaries (other than the Joint Venture Company), (A) Membership Debt with respect to (i) Canpotex incurred in the ordinary course of business and consistent with prudent business practices or (ii) SKMG incurred in the ordinary course of business and consistent with past business practices, (B) Debt existing on the date hereof, as set forth on Part I of Schedule 6B(2) of the IMC Agreement (such Debt, other than Debt consisting of intercompany Intercompany Debt, being the "Existing Subsidiary Debt"), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Existing Subsidiary Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no more restrictive in any material respects than the terms of the Existing Subsidiary Debt being extended, refunded or refinanced thereby (it being understood that Debt being refinanced at maturity may bear interest at then-market rates) and provided further that the principal amount of such Existing Subsidiary Debt shall not be increased above the principal amount thereof outstanding immediately prior to the Restatement Date and the direct and contingent obligors therefor shall not be changed (other than the addition of the guaranty of such Debt by the CompanyIMC) to the extent such guarantee is otherwise permitted under paragraph 6B(2)(i)) , as a result of or in connection with such extension, refunding or refinancing, (C) Debt arising under Hedge Agreements designed to hedge against fluctuations in interest rates, commodity prices or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, provided that such Hedge Agreements shall be non-non- speculative in nature (including, without limitation, with respect to the term and purpose thereof), (D) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (E) Debt owing from a Subsidiary Guarantor to another Subsidiary Guarantor, (i) prior to the Release Date, (x) Debt owing from a Subsidiary Guarantor to a Non-Guarantor Subsidiary (y) Debt owing from a Non-Guarantor Subsidiary to any other Non- Guarantor Subsidiary, and (z) Debt owing from a Non-Guarantor Subsidiary to a Subsidiary Guarantor, which, shall not exceed, in the aggregate, $25,000,000 at any time outstanding, and (ii) after the Release Date, Debt owing from any Subsidiary of the Company IMC to any other Subsidiary of the CompanyIMC, (G) (i) Debt in an amount of $300,000,000 in connection with the reinstatement of the Subordinated Intercompany Notes, and (ii) other Debt owing to the CompanyIMC, which, prior to the Release Date, shall not exceed, in the aggregate, $300,000,000 at any time outstanding, (H) Chemical Supplier Debt incurred in the ordinary course of business and consistent with past business practices, (I) Debt of any Subsidiary arising in connection with the redemption of the Vigoro Series E Preferred Stock outstanding on the date hereof upon exercise of any mandatory redemption right; provided, however, that the provisions of the documents governing or evidencing the same are, in the good faith determination of the Required Holder(s), not materially more restrictive than the provisions in this Guaranty Agreement and not materially adverse to the interests of the holders of the Notes, (J) in the case of Global Operations only and only during such time as Global Operations is a party to the Subsidiary Guaranty as a "Guarantor" (as such term is defined therein) and the Subsidiary Guaranty is in full force and effect, Debt constituting money borrowed by Global Operations under the New Credit Agreement; provided, however, that the aggregate outstanding principal amount thereof at no time exceeds $405,000,000 minus the aggregate outstanding principal amount of money borrowed by the Company IMC under the New Credit Agreement; provided further, that in the event any Default or Event of Default shall occur and be continuing Global Operations shall not, during such time, be permitted by reason of this clause (J) to incur Debt (as opposed to permitting to exist Debt theretofore incurred) constituting money borrowed under the New Credit Agreement, (K) in the case of Kalium only, Funded Debt constituting money borrowed by Kalium under the New Credit Agreement; provided, however, that the aggregate principal amount borrowed shall not exceed $50,000,000, (L) other Debt not to exceed in the aggregate $120,000,000 outstanding at any time; (iii) in the case of the Joint Venture Company, (A) Debt existing on the date hereof, as set forth on Part II of Schedule 6B(26B (2) of the IMC Agreement (the "Existing JV Debt"), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any JV Existing Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no more restrictive in any material respects than the terms of the Existing Debt being extended, refunded or refinanced thereby (it being understood that Debt being refinanced at maturity may bear interest at then-market rates) and provided further that the principal amount of such JV Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to the Restatement Date and the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding or refinancing, (B) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (C) Debt arising under Hedge Agreements designed to hedge against fluctuations in interest rates, commodity prices or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, provided that such Hedge Agreements shall be non-non- speculative in nature (including, without limitation, with respect to the term and purpose thereof), (D) Membership Debt with respect to PhosChem or Phosrock incurred in the ordinary course of business and consistent with past business practices, (E) Chemical Supplier Debt incurred in the ordinary course of business and consistent with past business practices, and (F) other Debt not to exceed in the aggregate $50,000,000 outstanding at any time; and (iv) notwithstanding the foregoing provisions of this paragraph 6B(2), the Company Guarantor shall at all times be in compliance with the provisions of paragraph 5K.5J.