Common use of Cancellation of Debt; Prepayment of Indebtedness; Certain Amendments Clause in Contracts

Cancellation of Debt; Prepayment of Indebtedness; Certain Amendments. No Credit Party shall, nor shall permit any Credit Party Entity to: (i) cancel any material claim or debt owed to such Person or amend or modify the terms thereof, except in the ordinary course of its business or pursuant to the exercise of reasonable business judgment; (ii) prepay, redeem, purchase, repurchase, defease or retire any Indebtedness (other than the Obligations) except for: (1) any refinancing of the Indebtedness evidenced by the Existing ABL Credit Agreement in accordance with the terms hereof and the Intercreditor Agreement; and (2) payments of principal of and interest on the Indebtedness evidenced by the Existing ABL Credit Agreement and any mandatory prepayment required to be made with respect thereto, in accordance with, and to the extent permitted by, the Intercreditor Agreement; provided that no such payments under this clause (2) shall be permitted unless (A) no Default has occurred or is continuing, and after giving effect to any such voluntary prepayment, no Default would occur or be continuing, and (B) after giving effect to any such prepayment, NMHG Holding and its Subsidiaries shall have a Fixed Charge Coverage Ratio of at least the FCCR Minimum on a pro forma basis, computed for the most recent fiscal quarter for which financial statements have been delivered hereunder. (iii) permit the Constituent Documents of any Credit Party Entity which is a limited liability company, or any document or instrument evidencing a membership interest in such limited liability company, to provide that membership interests in such Subsidiary are securities governed by Article 8 of the Uniform Commercial Code as in effect in any applicable jurisdiction.

Cancellation of Debt; Prepayment of Indebtedness; Certain Amendments. No Credit Party shallBorrower shall not, nor shall permit any Credit Party Entity to: , (i) cancel any material claim or debt owed to such Person or amend or modify the terms thereof, except in the ordinary course of its business or pursuant to the exercise of reasonable business judgment; ; (ii) prepay, redeem, purchase, repurchase, defease or retire any Indebtedness (other than or the Obligations) Senior Notes except for: for (1) any refinancing regularly scheduled payments as expressly permitted pursuant to the terms of the Indebtedness evidenced by the Existing ABL Credit Agreement in accordance with the terms hereof and the Intercreditor Agreement; and Loan Documents, (2) payments of principal of and interest on the Indebtedness evidenced by the Existing ABL Credit Agreement and any mandatory prepayment required to be made with respect thereto, in accordance with, and to the extent permitted by, not prohibited by the Intercreditor Agreement; provided that no such payments under this clause (2) shall be permitted unless (A) no Default has occurred or is continuing, and after giving effect to any such voluntary prepayment, no Default would occur or be continuing, and (B3) after giving effect the prepayment of the Senior Notes on the Funding Date with proceeds of the Loans and cash; provided, that cash may only be used to any repay Senior Notes if used together with proceeds of Loans, an Event of Default is not outstanding and would not result therefrom; provided, further, that the Administrative Agent’s Lien in such prepayment, NMHG Holding cash shall automatically terminate if applied in accordance with the foregoing and its Subsidiaries shall have a Fixed Charge Coverage Ratio in accordance with the other terms and conditions of at least the FCCR Minimum on a pro forma basis, computed for the most recent fiscal quarter for which financial statements have been delivered hereunder. Loan Documents; or (iii) permit the Constituent Documents of any Credit Party Entity which is a limited liability company, or any document or instrument evidencing a membership interest in such limited liability company, to provide that membership interests in such Subsidiary are securities governed by Article 8 of the Uniform Commercial Code as in effect in any applicable jurisdiction.

Cancellation of Debt; Prepayment of Indebtedness; Certain Amendments. No Credit Party Borrower shall, nor or shall permit any Credit Party Entity Borrower Subsidiary to: , (i) cancel any material claim or debt owed to such Person or amend or modify the terms thereof, except in the ordinary course of its business or pursuant to the exercise of reasonable business judgment; ; (ii) prepay, redeem, purchase, repurchase, defease or retire any Indebtedness (other than or the Obligations) Permitted Term B Loans except for: for (1) any refinancing regularly scheduled payments as expressly permitted pursuant to the terms of the Indebtedness evidenced by the Existing ABL Credit Agreement in accordance with the terms hereof and the Intercreditor Agreement; and Loan Documents, (2) regularly scheduled payments of principal of and interest on the Indebtedness evidenced by the Existing ABL Credit Agreement Permitted Term B Loans and any mandatory prepayment required to be made with respect thereto, in accordance with, and to the extent permitted by, the Permitted Term B Loan Intercreditor Agreement; provided , (3) the prepayment of the Existing Permitted Term B Loans with proceeds of Indebtedness that no such payments under this clause (2) shall be permitted unless (A) no Default has occurred or is continuing, and after giving effect to any such voluntary prepayment, no Default would occur or be continuing, constitutes Permitted Term B Loans and/or cash and (B4) subject to the terms of Section 2.03, the prepayment of the Permitted Term B Loans with Loans made hereunder after giving effect the Commitments hereunder are increased pursuant to any Section 2.03; provided, that cash may only be used to repay Permitted Term B Loans if used together with proceeds of new Permitted Term B Loans, an Event of Default is not outstanding and would not result therefrom; provided, further, that the Administrative Agent’s Lien in such prepayment, NMHG Holding cash shall automatically terminate if applied in accordance with the foregoing and its Subsidiaries shall have a Fixed Charge Coverage Ratio in accordance with the other terms and conditions of at least the FCCR Minimum on a pro forma basis, computed for the most recent fiscal quarter for which financial statements have been delivered hereunder. Loan Documents; or (iii) permit the Constituent Documents of any Credit Party Entity Borrower Subsidiary which is a limited liability company, or any document or instrument evidencing a membership interest in such limited liability company, to provide that membership interests in such Subsidiary are securities governed by Article 8 of the Uniform Commercial Code as in effect in any applicable jurisdiction.

Cancellation of Debt; Prepayment of Indebtedness; Certain Amendments. No Credit Party Borrower shall, nor or shall permit any Credit Party Entity Borrower Subsidiary to: (i) cancel any material claim or debt owed to such Person or amend or modify the terms thereof, except in the ordinary course of its business or pursuant to the exercise of reasonable business judgment; (ii) prepay, redeem, purchase, repurchase, defease or retire any Indebtedness (other than or the Obligations) Permitted Term B Loans except for: (1) any refinancing regularly scheduled payments as expressly permitted pursuant to the terms of the Indebtedness evidenced by the Existing ABL Credit Agreement in accordance with the terms hereof and the Intercreditor Agreement; andLoan Documents; (2) regularly scheduled payments of principal of and interest on the Indebtedness evidenced by the Existing ABL Credit Agreement Permitted Term B Loans and any mandatory prepayment required to be made with respect thereto, in accordance with, and to the extent permitted by, the Permitted Term B Loan Intercreditor Agreement; (3) subject to the terms of Section 8.16, the prepayment of the Existing Term Loans with proceeds of Indebtedness that constitute Permitted Term B Loans and/or cash; (4) subject to the terms of Section 2.03, the prepayment of the Permitted Term B Loans with Loans made hereunder after the Commitments hereunder are increased pursuant to Section 2.03; provided, that cash may only be used to repay Permitted Term B Loans if used together with proceeds of new Permitted Term B Loans, an Event of Default is not outstanding and would not result therefrom; provided, further, that the Administrative Agent's Lien in such cash shall automatically terminate if applied in accordance with the foregoing and in accordance with the other terms and conditions of the Loan Documents; and (5) the prepayment of Permitted Term B Loans, other than the prepayment of the Existing Term Loans with proceeds of Indebtedness that constitutes Permitted Term B Loans; provided that no such payments under this clause (2) shall be permitted unless (A) no Default or Event of Default has occurred or is continuing, and after giving effect to any such voluntary prepayment, no Default or Event of Default would occur or be continuing, (B) unless such prepayment is made in connection with a refinancing of all outstanding Permitted Term B Loans, the Lowest Thirty Day Availability is greater than or equal to twenty percent (20%) of the aggregate Commitments and (BC) after giving effect to any such prepayment, NMHG Holding and its Subsidiaries shall have would be in compliance on a pro forma basis with the Fixed Charge Coverage Ratio of at least the FCCR Minimum on a pro forma basis, computed test set forth in Section 10.03 (recomputed for the most recent fiscal quarter for which financial statements have been delivered hereunder.and tested regardless of whether the Fixed Charge Coverage Ratio covenant was tested as of the date of such financial statements); or (iii) permit the Constituent Documents of any Credit Party Entity Borrower Subsidiary which is a limited liability company, or any document or instrument evidencing a membership interest in such limited liability company, to provide that membership interests in such Subsidiary are securities governed by Article 8 of the Uniform Commercial Code as in effect in any applicable jurisdiction.

Cancellation of Debt; Prepayment of Indebtedness; Certain Amendments. No Credit Party Borrower shall, nor or shall permit any Credit Party Entity Borrower Subsidiary to: , (i) cancel any material claim or debt owed to such Person or amend or modify the terms thereof, except in the ordinary course of its business or pursuant to the exercise of reasonable business judgment; ; (ii) prepay, redeem, purchase, repurchase, defease or retire any Indebtedness (other than or the Obligations) Senior Notes except for: for (1) any refinancing regularly scheduled payments as expressly permitted pursuant to the terms of the Indebtedness evidenced by the Existing ABL Credit Agreement in accordance with the terms hereof and the Intercreditor Agreement; and Loan Documents, (2) regularly scheduled payments of principal of and interest on the Indebtedness evidenced by the Existing ABL Credit Agreement Permitted Term B Loans and any mandatory prepayment required to be made with respect thereto, in accordance with, and to the extent permitted by, the Permitted Term B Loan Intercreditor Agreement; provided that no such payments under this clause (2) shall be permitted unless (A) no Default has occurred or is continuing, and after giving effect to any such voluntary prepayment, no Default would occur or be continuing, and (B3) after giving effect the prepayment of the Senior Notes with proceeds of Permitted Term B Loans and cash; provided, that cash may only be used to any repay Senior Notes if used together with proceeds of Permitted Term B Loans, an Event of Default is not outstanding and would not result therefrom; provided, further, that the Administrative Agent’s Lien in such prepayment, NMHG Holding cash shall automatically terminate if applied in accordance with the foregoing and its Subsidiaries shall have a Fixed Charge Coverage Ratio in accordance with the other terms and conditions of at least the FCCR Minimum on a pro forma basis, computed for the most recent fiscal quarter for which financial statements have been delivered hereunder. Loan Documents; (iii) terminate, amend, supplement or otherwise modify the terms of the Senior Notes or the Senior Note Indenture; or (iv) permit the Constituent Documents of any Credit Party Entity Borrower Subsidiary which is a limited liability company, or any document or instrument evidencing a membership interest in such limited liability company, to provide that membership interests in such Subsidiary are securities governed by Article 8 of the Uniform Commercial Code as in effect in any applicable jurisdiction.