Common use of Further Assurances; Additional Collateral Clause in Contracts

Further Assurances; Additional Collateral. (a) Each of Holdings and the Borrowers shall execute and deliver, and cause its Subsidiaries to execute and deliver, within the time periods set forth with respect to such items on the Closing List, all agreements, documents and instruments designated as "post-closing items" on the Closing List. (b) In addition to and not in lieu of the rights and obligations of the parties under clause (a) above, (i) at any time and from time to time, promptly following the Agent's written request and at the expense of the applicable Person, each of Holdings and the Borrowers agrees to duly execute and deliver, and to cause its Subsidiaries to duly execute and deliver, any and all such further instruments and documents and take such further action as the Agent may reasonably deem desirable in order to perfect and protect any Lien granted or purported to be granted pursuant to the Loan Documents or to enable the Agent, in accordance with the terms of the applicable Loan Documents, to exercise and enforce its rights and remedies under the Loan Documents with respect to such Collateral and (ii) in the event that the average aggregate Revolving Credit Availability under all Credit Facilities during any thirty day period is less than $10,000,000, each Borrower agrees to grant, and cause any of its Subsidiaries to grant, to the Agent or the Canadian Agent, as applicable, a security interest in any additional property which, as of the Closing Date, does not constitute Collateral. Notwithstanding the foregoing, the granting of such further assurances or security interest under this Section 8.11(b) shall not be required if it would (w) be prohibited by other Contractual Obligations to which such Borrower or such Subsidiary is a party, (x) be prohibited by applicable law, (y) attach to assets constituting the "Term Loan Lenders Collateral" under (and as defined in) the Intercreditor Agreement or (z) result in material adverse tax consequences to the Domestic Borrowers, taken as a whole, or the Canadian Borrower, individually. The obligation to provide such further assurances or additional security interests may be avoided with respect to any Borrower or Subsidiary if the assets with respect to which the related security arrangements are proposed to be altered are excluded from the Domestic Borrowing Base or the Canadian Borrowing Base, as applicable. In the event that the Company notifies the Agent that the granting of such further assurances or additional security interests requested by the Agent would be reasonably likely to cause material adverse tax consequences, the Agent shall use its best efforts to work with the Company to, and will consider such structures prepared by the Company which would, avoid or minimize such adverse tax consequences.

Further Assurances; Additional Collateral. (a) Each of Holdings and the Borrowers Borrower shall execute and deliver, and cause its Subsidiaries Credit Party Entities to execute and deliver, within the time periods set forth with respect to such items on the Closing List, all agreements, documents and instruments designated as "“post-closing items" ” on the Closing List. (b) In addition to and not If at any time Hyster Singapore Pte Ltd. has total assets in lieu excess of $5,000,000, 65% of the rights and obligations Capital Stock issued by such Person shall be pledged for the benefit of the parties under clause Administrative Agent pursuant to a Pledge Agreement. (ac) above, (i) at At any time and from time to time, (i) promptly following the Administrative Agent's ’s written request and at the expense of the applicable Person, each of Holdings and the Borrowers Borrower agrees to duly execute and deliver, and to cause its Subsidiaries Credit Party Entities to duly execute and deliver, any and all such further instruments and documents and take such further action as the Administrative Agent may reasonably deem desirable in order to perfect and protect any Lien granted or purported to be granted pursuant to the Loan Documents or to enable the Administrative Agent, in accordance with the terms of the applicable Loan Documents, to exercise and enforce its rights and remedies under the Loan Documents with respect to such Collateral and (ii) in promptly upon the event that request of the average aggregate Revolving Credit Availability under all Credit Facilities during any thirty day period is less than $10,000,000Administrative Agent, each Borrower agrees to grant, and cause any of its Subsidiaries to grant, assign to the Agent or the Canadian Administrative Agent, as applicablepursuant to an assignment in form and substance satisfactory to the Administrative Agent, the right to receive proceeds (for application to the Obligations in accordance with this Agreement) of any Interest Rate Contracts or Currency Agreement to which any Credit Party is a security interest in any additional property which, as of the Closing Date, does not constitute Collateralparty. Notwithstanding the foregoing, the granting of such further assurances or security interest under this Section 8.11(b) 8.10 shall not be required if it would (wA) be prohibited by other Contractual Obligations to which such Borrower or such Subsidiary Credit Party Entity is a partyparty (except to the extent such prohibition is rendered ineffective under the Uniform Commercial Code), (xB) be prohibited by applicable law, (y) attach to assets constituting the "Term Loan Lenders Collateral" under (and as defined in) the Intercreditor Agreement or (zC) result in material adverse tax consequences to Borrower. (d) Upon the Domestic Borrowersrequest of the Administrative Agent, taken Borrower shall, and shall cause the other Credit Parties to, execute and deliver to the Administrative Agent, for the benefit of the Holders, immediately upon the acquisition or leasing of any Real Property with a fair market value in excess of $2,500,000 (as reasonably determined by the Administrative Agent) by Borrower or any other Credit Party, a wholeMortgage, assignment or other appropriate instrument evidencing a Lien upon any such Real Property, lease or interest, together with such title insurance policies (mortgagee’s form), certified surveys, environmental site assessment reports, zoning reports, and local counsel opinions with respect thereto and such other agreements, documents and instruments which the Canadian BorrowerAdministrative Agent deems reasonably necessary or desirable, individually. The obligation the same to provide be in form and substance reasonably acceptable to the Administrative Agent and to be subject only to (i) Liens permitted under Section 9.03 and (ii) such further assurances or other Liens as the Administrative Agent and Requisite Lenders may reasonably approve, it being understood that (x) the granting of such additional security interests may be avoided for the Obligations is a material inducement to the execution and delivery of this Agreement by each Lender, and (y) with respect to any Borrower or Subsidiary if the assets Credit Agreement documents required under this clause (d) with respect to which leases, it shall not be a breach of this clause (d) if the related security arrangements are proposed consent of the lesser is required for such delivery but is not obtained and Borrower has exercised commercially reasonable efforts to obtain such consent. If the Real Property located at 1▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Street, Danville, Illinois 61832 is not sold to a Person that is not a Credit Party within eighteen (18) months of the Closing Date, then upon the request of the Administrative Agent, Borrower shall execute and deliver or cause to be altered are excluded from the Domestic Borrowing Base or the Canadian Borrowing Basedelivered, as applicable. In the event that case may be, to the Company notifies Administrative Agent, for the Agent that benefit of the granting of such further assurances or additional security interests requested by the Agent would be reasonably likely to cause material adverse tax consequencesHolders, the Agent shall use its best efforts documents described in the preceding sentence with respect to work with the Company to, and will consider such structures prepared by the Company which would, avoid or minimize such adverse tax consequencesReal Property.

Further Assurances; Additional Collateral. (a) Each of Holdings As set forth in Section 5.12, the Borrower and the Borrowers Guarantors shall execute grant Liens as promptly as practicable on Aircraft Collateral and deliver, and cause its Subsidiaries Aircraft-Related Collateral (except to execute and deliver, within the time periods set forth with extent constituting an Excluded Asset). With respect to any such items on aircraft subject to a contract for purchase or construction and any applicable Aircraft-Related Collateral, such aircraft and its related Aircraft-Related Collateral shall not be deemed to be “acquired” until such time that the Closing List, all agreements, documents Borrower or a Guarantor takes both physical possession and instruments designated as "post-closing items" on the Closing Listtitle thereto. (b) In addition Subject to and not in lieu Bankruptcy Law, the terms of the rights DIP Order and obligations any required approvals by the Bankruptcy Court with respect to each Debtor, exceptExcept as otherwise provided herein, the Borrower and each of the parties Guarantors shall do or cause to be done all acts and things that may be required, or that the Administrative Agent from time to time may reasonably request, to assure and confirm that the Administrative Agent holds, for the benefit of the Secured Parties, duly created and enforceable and perfected Liens upon the Collateral (including any acquired property or other property required by this Agreement or any Security Document to become, Collateral after the Effective Date), in each case, as contemplated by, and with the Lien priority required under, the Loan Documents, and in connection with any merger, consolidation or sale of assets of the Borrower or any Guarantor, the property and assets of the Person which is consolidated or merged with or into the Borrower or any Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under clause the Security Documents, shall be treated as after-acquired property and the Borrower or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to Liens, in the manner and to the extent required under the Security Documents. (ac) aboveThe Borrower will, and will cause each Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (iincluding the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), that the Administrative Agent or the Required Lenders may reasonably request, to ensure that the Collateral granted to the Administrative Agent for the benefit of the Secured Parties encompasses those assets agreed between the Borrower and the Lenders prior to the Effective Date with the applicable lien perfection. (d) Without limiting the foregoing, at any time and from time to time, promptly following the Agent's written request Borrower and at the expense each of the applicable PersonGuarantors shall promptly execute, each of Holdings acknowledge and the Borrowers agrees to duly execute deliver such Security Documents, instruments, certificates, financing statements, notices and deliverother documents, and to cause its Subsidiaries to duly execute and deliver, any and all such further instruments and documents and take such further action other actions as shall be reasonably required, or that the Administrative Agent may reasonably deem desirable in order request, to perfect create, perfect, protect, assure or enforce the Liens and protect any Lien granted or purported benefits intended to be granted pursuant conferred, in each case as contemplated by the Security Documents for the benefit of the Secured Parties. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, Liens on the Collateral will not be required to be perfected if such Liens cannot be perfected by performing the Perfection Requirements with respect to the Foreign Security Documents, the filing of aircraft security agreements in the Aviation Registry of the Jurisdiction of Registration to the extent that under local law that causes perfection, the filings described in Section 4.18 of this Agreement, the filing of UCC-1 statements (including with respect to commercial tort claims), the recording or filing of Aircraft Security Agreements or supplements thereto, the execution and delivery of foreign collateral documents governed by the laws of an Applicable Foreign Jurisdiction and performing the Perfection Requirements in connection therewith, the delivery of certificates evidencing Capital Stock or promissory notes and control agreementsControl Agreements with respect to any deposit account (if applicableor securities account (other than any De Minimis Account), and any reference in the Loan Documents to perfected Liens shall be a reference only to such methods of perfection. (f) To the extent any grant of security required hereby would require the execution and delivery of a Security Document (including any Security Document required by an Applicable Foreign Jurisdiction), the Borrower or to enable such Guarantor shall execute and deliver such Security Document, together with related certificates and opinions with respect thereto, on substantially the Agent, in accordance with the same terms of as the applicable Loan Documents, to exercise Security Documents (if any) covering Collateral owned by the Borrower and enforce its rights and remedies under Guarantors on the Effective Date. (g) Notwithstanding anything herein or in the Loan Documents with respect to such Collateral and (ii) in the event that the average aggregate Revolving Credit Availability under all Credit Facilities during any thirty day period is less than $10,000,000, each Borrower agrees to grant, and cause any of its Subsidiaries to grant, to the Agent or contrary, neither the Canadian Agent, as applicable, Borrower nor any Guarantor will be required to grant a security interest in any additional property whichExcluded Asset. (h) Subject to Section 2.08 of the applicable Aircraft Security Agreement, Aircraft Substitutions shall be permitted after the Effective Date so long as the Borrower or the Guarantor that is the owner and pledgor of the Eligible Aircraft being substituted satisfies the conditions with respect thereto, as of if such Eligible Aircraft had been Aircraft Collateral on the Closing Effective Date, does not constitute Collateral. Notwithstanding contemporaneously with the foregoing, the granting consummation of such further assurances Aircraft Substitution and takes such other actions in connection therewith as would otherwise have been required to be taken pursuant to this Article V and the Security Documents had the substituted Eligible Aircraft been Aircraft Collateral on the Effective Date. (i) No Loan Party that is organized in the United States (or security interest under this Section 8.11(bany state or territory thereof) shall not be required if it would open or maintain any deposit accounts or securities accounts (wother than Excluded Accounts and De Minimis Accounts) be prohibited by in the United States other Contractual Obligations than those listed on the Perfection Certificate or otherwise notified to which the Administrative Agent prior to the Amendment No. 5 Effective Date and such Borrower other deposit accounts or securities accounts as such Subsidiary is Loan Party shall open and maintain, in each case, that are subject to a party, Control Agreement with the applicable bank or securities intermediary and the Administrative Agent within (x) be prohibited by applicable lawin the case of deposit accounts and securities accounts listed on the Perfection Certificate or in existence on the Amendment No. 5 Effective Date, 60 days of the Amendment No. 5 Effective Date and (y) attach to assets constituting in the "Term case of deposit accounts and securities accounts opened after the Amendment No. 5 Effective Date, 30 days of opening such deposit accounts or securities accounts by such Loan Party (or, in the case of (x) and (y), such longer period as the Required Lenders Collateral" under (and as defined in) the Intercreditor Agreement or (z) result in material adverse tax consequences to the Domestic Borrowers, taken as a whole, or the Canadian Borrower, individually. The obligation to provide such further assurances or additional security interests may be avoided with respect to any Borrower or Subsidiary if the assets with respect to which the related security arrangements are proposed to be altered are excluded from the Domestic Borrowing Base or the Canadian Borrowing Base, as applicable. In the event that the Company notifies the Agent that the granting of such further assurances or additional security interests requested by the Agent would be reasonably likely to cause material adverse tax consequences, the Agent shall use its best efforts to work with the Company to, and will consider such structures prepared by the Company which would, avoid or minimize such adverse tax consequencesagree).