Common use of Other Restricted Payments Clause in Contracts

Other Restricted Payments. Except as set forth in Section 9.06(a) above, no Borrower shall or shall permit any Borrower Subsidiary to otherwise declare or make any Restricted Payment, except: (i) [RESERVED]; (ii) cash dividends on the Capital Stock of any Borrower to any other Borrower paid and declared in any Fiscal Year; (iii) dividends or distributions to the Parent consistent with past practices (A) to pay franchise taxes and other amounts allocable to such Borrower or Borrower Subsidiary required by the Parent to maintain its organizational existence, (B) to pay for all operating and overhead expenses of the Parent allocable to such Borrower or Borrower Subsidiary (including, without limitation, salaries and other compensation of employees, and directors' fees and expenses) incurred by the Parent in the ordinary course of its business, (C) to pay the Parent fees for services provided by the Parent to such Borrower or Borrower Subsidiary that would otherwise have been performed by third parties and (D) to reimburse the Parent for the payment of amounts relating to travel and entertainment expenses and legal, consulting, software, accounting and other similar services provided by third parties on any Borrower or Borrower Subsidiary's behalf; provided, however, that such aggregate dividends or other distributions by all Borrowers and Borrower Subsidiaries pursuant to clause (B) of this Section 9.06(b)(iii) shall not exceed in any Fiscal Year an aggregate of $10,000,000; (iv) payments or repayments of advances to the Parent pursuant to the Tax Sharing Agreement to the extent consistent with past practices; (v) cash dividends (or other distributions) paid solely to a Borrower or Borrower Subsidiary by any of such Person's Subsidiaries; (vi) payments of intercompany Indebtedness (A) by any Borrower Subsidiary (other than a Borrower) to any Credit Party, (B) by any Borrower Subsidiary (other than a Credit Party) to any other Borrower Subsidiary, and (C) by any Credit Party to any Borrower Subsidiary, in each case, to the extent such Indebtedness is permitted by Section 9.01(g) and 9.01(o); (vii) payments of Indebtedness permitted by Section 9.01(p); and (viii) payments of principal and interest by the Borrowers and Borrower Subsidiaries with respect to Parent Subordinated Indebtedness so long as after giving effect to any such payment, Liquidity is greater than or equal to $30,000,000; provided, however, that the Restricted Payments described in clauses (iii)(B), (vi)(C), and (vii) above shall not be permitted if either (A) a Default or an Event of Default shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom or (B) such Restricted Payment is prohibited under the terms of any Indebtedness or Capital Stock of any Borrower or Borrower Subsidiary.

Other Restricted Payments. Except as set forth in Section 9.06(a) above, no Borrower shall or shall permit any Borrower Subsidiary to otherwise declare or make any Restricted Payment, except: (i) [RESERVED](A) regularly scheduled payments of principal and interest by NMHG on the Senior Notes and (B) prepayments, redemptions and/or purchases of all or any portion of the Senior Notes, including, without limitation, the prepayment thereof with proceeds of Permitted Term B Loans, so long as after giving effect to any such prepayment, redemption or purchase, Availability under all Credit Facilities is greater than or equal to $40,000,000; (ii) cash dividends on the Capital Stock of any Borrower to any other Borrower paid and declared in any Fiscal Year; (iii) dividends or distributions to the Parent consistent with past practices (A) to pay franchise taxes and other amounts allocable to such Borrower or Borrower Subsidiary required by the Parent to maintain its organizational existence, (B) to pay for all operating and overhead expenses of the Parent allocable to such Borrower or Borrower Subsidiary (including, without limitation, salaries and other compensation of employees, and directors' ’ fees and expenses) incurred by the Parent in the ordinary course of its business, (C) to pay the Parent fees for services provided by the Parent to such Borrower or Borrower Subsidiary that would otherwise have been performed by third parties and (D) to reimburse the Parent for the payment of amounts relating to travel and entertainment expenses and legal, consulting, software, accounting and other similar services provided by third parties on any Borrower or Borrower Subsidiary's ’s behalf; provided, however, that such aggregate dividends or other distributions by all Borrowers and Borrower Subsidiaries pursuant to clause (B) of this Section 9.06(b)(iii) shall not exceed in any Fiscal Year an aggregate of $10,000,0003,000,000; (iv) payments or repayments of advances to the Parent pursuant to the Tax Sharing Agreement to the extent consistent with past practices; (v) cash dividends (or other distributions) paid solely to a Borrower or Borrower Subsidiary by any of such Person's ’s Subsidiaries; (vi) payments of intercompany Indebtedness (A) by any Borrower Subsidiary (other than a Borrower) to any Credit Party, (B) by any Borrower Subsidiary (other than a Credit Party) to any other Borrower Subsidiary, and (C) by any Credit Party to any Borrower Subsidiary, in each case, to the extent such Indebtedness is permitted by Section 9.01(g) and 9.01(o); (vii) payments of Indebtedness permitted by Section 9.01(p); and (viii) payments of principal and interest by the Borrowers and Borrower Subsidiaries with respect to Parent Subordinated Indebtedness so long as after giving effect to any such payment, Liquidity Availability under all Credit Facilities is greater than or equal to $30,000,00010,000,000; provided, however, that the Restricted Payments described in clauses (i)(B), (iii)(B), (vi)(C), and (vii) above shall not be permitted if either (A) a Default or an Event of Default shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom or (B) such Restricted Payment is prohibited under the terms of any Indebtedness or Capital Stock of any Borrower or Borrower Subsidiary; provided, further, however, that the Restricted Payments described in clause (vii) above shall not be subject to the limitations set forth in this paragraph following the refinancing of the Multicurrency Facility in accordance with Section 9.01(m).

Other Restricted Payments. Except as set forth in Section 9.06(a) above, no Borrower shall or Credit Party shall, nor shall permit any Borrower Subsidiary Credit Party Entity to otherwise declare or make any Restricted Payment, except: (i) [RESERVEDReserved]; (ii) cash dividends on the Capital Stock of any Borrower to any other Borrower paid and declared in any Fiscal Year; (iii) dividends or distributions to the Parent consistent with past practices (A) to pay franchise taxes and other amounts allocable to such Borrower or Borrower Subsidiary Credit Party Entity required by the Parent to maintain its organizational existence, (B) to pay for all operating and overhead expenses of the Parent allocable to such Borrower or Borrower Subsidiary Credit Party Entity (including, without limitation, salaries and other compensation of employees, and directors' ’ fees and expenses) incurred by the Parent in the ordinary course of its business, (C) to pay the Parent fees for services provided by the Parent to such Borrower or Borrower Subsidiary Credit Party Entity that would otherwise have been performed by third parties and (D) to reimburse the Parent for the payment of amounts relating to travel and entertainment expenses and legal, consulting, software, accounting and other similar services provided by third parties on any Borrower or Borrower Subsidiary's Credit Party Entity’s behalf; provided, however, that such aggregate dividends or other distributions by all Borrowers and Borrower Subsidiaries Credit Party Entities pursuant to clause (B) of this Section 9.06(b)(iii9.06(b)(ii) shall not exceed in any Fiscal Year an aggregate of $10,000,000; (iviii) payments or repayments of advances to the Parent pursuant to the Tax Sharing Agreement to the extent consistent with past practices; (viv) cash dividends (or other distributions) paid solely to a Borrower or Borrower Subsidiary any Credit Party Entity by any of such Person's ’s Subsidiaries; (viv) payments of intercompany Indebtedness (A) by any Borrower Subsidiary Credit Party Entity (other than a Borrower) to any Credit Party, (B) by any Borrower Subsidiary Credit Party Entities (other than a Credit Party) to any other Borrower Subsidiaryany Credit Party Entity, and (C) by any Credit Party to any Borrower SubsidiaryCredit Party Entity, in each case, to the extent such Indebtedness is permitted by Section 9.01(g), 9.01(o) and 9.01(o9.01(r); (viivi) payments of Indebtedness permitted by Section 9.01(p); and (viiivii) payments of principal and interest by the Borrowers and Borrower Subsidiaries Credit Party Entities with respect to Parent Subordinated Indebtedness so long as after giving effect to any such payment, Liquidity is greater than or equal to $30,000,000; provided, however, that the Restricted Payments described in clauses (iii)(BSections 9.06(b)(ii)(B), (vi)(Cv)(C), and (viivi) above shall not be permitted if either (A) a Default or an Event of Default shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom or (B) such Restricted Payment is prohibited under the terms of any Indebtedness or Capital Stock of any Borrower or Borrower SubsidiaryCredit Party Entity.

Other Restricted Payments. Except as set forth in Section 9.06(a) above, no Borrower shall or shall permit any Borrower Subsidiary to otherwise declare or make any Restricted Payment, except: (i) [RESERVED]prepayments, redemptions and/or purchases, as applicable, of all or any portion of the Permitted Term B Loans, so long as after giving effect to any such prepayment, redemption or purchase, Availability under all Credit Facilities is greater than or equal to $40,000,000; (ii) cash dividends on the Capital Stock of any Borrower to any other Borrower paid and declared in any Fiscal Year; (iii) dividends or distributions to the Parent consistent with past practices (A) to pay franchise taxes and other amounts allocable to such Borrower or Borrower Subsidiary required by the Parent to maintain its organizational existence, (B) to pay for all operating and overhead expenses of the Parent allocable to such Borrower or Borrower Subsidiary (including, without limitation, salaries and other compensation of employees, and directors' ’ fees and expenses) incurred by the Parent in the ordinary course of its business, (C) to pay the Parent fees for services provided by the Parent to such Borrower or Borrower Subsidiary that would otherwise have been performed by third parties and (D) to reimburse the Parent for the payment of amounts relating to travel and entertainment expenses and legal, consulting, software, accounting and other similar services provided by third parties on any Borrower or Borrower Subsidiary's ’s behalf; provided, however, that such aggregate dividends or other distributions by all Borrowers and Borrower Subsidiaries pursuant to clause (B) of this Section 9.06(b)(iii) shall not exceed in any Fiscal Year an aggregate of $10,000,0005,000,000; (iv) payments or repayments of advances to the Parent pursuant to the Tax Sharing Agreement to the extent consistent with past practices; (v) cash dividends (or other distributions) paid solely to a Borrower or Borrower Subsidiary by any of such Person's ’s Subsidiaries; (vi) payments of intercompany Indebtedness (A) by any Borrower Subsidiary (other than a Borrower) to any Credit Party, (B) by any Borrower Subsidiary (other than a Credit Party) to any other Borrower Subsidiary, and (C) by any Credit Party to any Borrower Subsidiary, in each case, to the extent such Indebtedness is permitted by Section 9.01(g) and 9.01(o); (vii) payments of Indebtedness permitted by Section 9.01(p); and (viii) payments of principal and interest by the Borrowers and Borrower Subsidiaries with respect to Parent Subordinated Indebtedness so long as after giving effect to any such payment, Liquidity is greater than or equal to $30,000,000; provided, however, that the Restricted Payments described in clauses (i)(B), (iii)(B), (vi)(C), and (vii) above shall not be permitted if either (A) a Default or an Event of Default shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom or (B) such Restricted Payment is prohibited under the terms of any Indebtedness or Capital Stock of any Borrower or Borrower Subsidiary.

Other Restricted Payments. Except as set forth in Section SECTION 9.06(a) above, no Borrower shall or shall permit any Borrower Subsidiary to otherwise declare or make any Restricted Payment, except: (i) [RESERVED]regularly scheduled payments of principal and interest by NMHG Holding on the Senior Notes; (ii) cash dividends on the Capital Stock of any Borrower to any other Borrower paid and declared in any Fiscal Year; (iii) dividends or distributions to the Parent consistent with past practices (A) to pay franchise taxes and other amounts allocable to such Borrower or Borrower Subsidiary required by the Parent to maintain its organizational corporate existence, (B) to pay for all operating and overhead expenses of the Parent allocable to such Borrower or Borrower Subsidiary (including, without limitation, salaries and other compensation of employees, and directors' fees and expenses) incurred by the Parent in the ordinary course of its business, (C) to pay the Parent fees for services provided by the Parent to such Borrower or Borrower Subsidiary that would otherwise have been performed by third parties and (D) to reimburse the Parent for the payment of amounts relating to travel and entertainment expenses and legal, consulting, software, accounting and other similar services provided by third parties on any Borrower or Borrower Subsidiary's behalf; provided, however, that such aggregate dividends or other distributions by all Borrowers and Borrower Subsidiaries pursuant to clause CLAUSE (B) of this Section SECTION 9.06(b)(iii) shall not exceed in any Fiscal Year an aggregate of $10,000,0003,000,000; (iv) payments or repayments of advances to the Parent pursuant to the Tax Sharing Agreement to the extent consistent with past practices; (v) cash dividends (or other distributions) paid solely to a Borrower or Borrower Subsidiary by any of such Person's Subsidiaries; (vi) payments of intercompany Indebtedness (A) by any Borrower Subsidiary (other than a Borrower) to any Credit Party, (B) by any Borrower Subsidiary (other than a Credit Party) to any other Borrower Subsidiary, and (C) by any Credit Party to any Borrower Subsidiary, in each case, to the extent such Indebtedness is permitted by Section 9.01(g) and 9.01(o); (vii) payments of Indebtedness permitted by Section 9.01(p); and (viii) payments of principal and interest by the Borrowers and Borrower Subsidiaries with respect to Parent Subordinated Indebtedness so long as after giving effect to any such payment, Liquidity is greater than or equal to $30,000,000; provided, however, that the Restricted Payments described in clauses (iii)(B), (vi)(C), and (vii) above shall not be permitted if either (A) a Default or an Event of Default shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom or (B) such Restricted Payment is prohibited under the terms of any Indebtedness or Capital Stock of any Borrower or Borrower Subsidiary.

Other Restricted Payments. Except as set forth in Section 9.06(a) above, no Borrower shall or not nor shall permit any Borrower Subsidiary Credit Party Entity to otherwise declare or make any Restricted Payment, except: (i) [RESERVED];(A) redemptions of all of the Senior Notes on the Funding Date (and Dividends to NMHG Holding for the purpose of making such redemption) and, (B) prior to the Funding Date, regularly scheduled payments of principal and interest by NMHG on the Senior Notes. (ii) cash dividends on the Capital Stock of any Borrower to any other Borrower paid and declared in any Fiscal Year; (iii) dividends or distributions to the Parent consistent with past practices (A) to pay franchise taxes and other amounts allocable to such Borrower or Borrower Subsidiary any Credit Party Entity required by the Parent to maintain its organizational existence, (B) to pay for all operating and overhead expenses of the Parent allocable to such Borrower or Borrower Subsidiary any Credit Party Entity (including, without limitation, salaries and other compensation of employees, and directors' ’ fees and expenses) incurred by the Parent in the ordinary course of its business, (C) to pay the Parent fees for services provided by the Parent to such Borrower or Borrower Subsidiary any Credit Party Entity that would Credit Agreement otherwise have been performed by third parties and (D) to reimburse the Parent for the payment of amounts relating to travel and entertainment expenses and legal, consulting, software, accounting and other similar services provided by third parties on any Borrower or Borrower Subsidiary's Credit Party Entity’s behalf; provided, however, that such aggregate dividends or other distributions by all Borrowers and Borrower Subsidiaries Credit Party Entities pursuant to clause (B) of this Section 9.06(b)(iii9.06(b)(ii) shall not exceed in any Fiscal Year an aggregate of $10,000,0005,000,000; (iviii) payments or repayments of advances to the Parent pursuant to the Tax Sharing Agreement to the extent consistent with past practices; (viv) cash dividends (or other distributions) paid solely to a Borrower or Borrower Subsidiary any Credit Party Entity by any of such Person's ’s Subsidiaries; (viv) payments of intercompany Indebtedness (A) by any Borrower Subsidiary Credit Party Entity (other than a Borrower) to any Credit Party, (B) by any Borrower Subsidiary Credit Party Entities (other than a Credit Party) to any other Borrower Subsidiaryany Credit Party Entity, and (C) by any Credit Party to any Borrower SubsidiaryCredit Party Entity, in each case, to the extent such Indebtedness is permitted by Section 9.01(g), 9.01(o) and 9.01(o9.01(r); (viivi) payments of Indebtedness permitted by Section 9.01(p); and (viiivii) payments of principal and interest by the Borrowers and Borrower Subsidiaries Credit Party Entities with respect to Parent Subordinated Indebtedness so long as after giving effect to any such payment, Liquidity “Availability” under, and as defined in, the Existing Credit Agreement is greater than or equal to $30,000,00010,000,000; provided, however, that the Restricted Payments described in clauses (iii)(Bii)(B), (vi)(Cv)(C), and (viivi) above shall not be permitted if either (A) a Default or an Event of Default shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom or (B) such Restricted Payment is prohibited under the terms of any Indebtedness or Capital Stock of any Borrower or Borrower SubsidiaryCredit Party Entity.