Common use of Financial Position Clause in Contracts

Financial Position. The Initial Projections and each of the business plans and all other financial projections and related materials and documents delivered to the Lenders pursuant hereto (including, but not limited to, each Borrowing Base Certificate delivered hereunder) were prepared in good faith and are based upon facts and assumptions that management of the Borrowers believe to be reasonable in light of the then current and foreseeable business conditions and prospects of NMHG Holding and its Subsidiaries and represent management’s opinion of the projected financial performance based on the information available at the time so furnished. All Financial Statements included in such materials were prepared in all material respects in conformity with GAAP, except as otherwise noted therein, and fairly present in all material respects the respective consolidated financial positions, and the consolidated results of operations and cash flows for each of the periods covered thereby of NMHG Holding and its Subsidiaries as at the respective dates thereof. The Pro Forma, copies of which have been furnished to the Lenders, fairly presents on a pro forma basis the financial condition of NMHG Holding and its Subsidiaries as of the Closing Date, and reflects on a pro forma basis those liabilities reflected in the notes thereto and resulting from consummation of the transactions contemplated by the Loan Documents, and the payment or accrual of all transaction costs payable with respect to any of the foregoing. The Borrowers believe that the Initial Projections and the assumptions expressed in the Pro Forma are reasonable based on the information available to the Borrowers at the time so furnished.

Financial Position. The Initial Projections and each of the business plans and all other financial projections and related materials and documents delivered to the Lenders pursuant hereto (including, but not limited to, each Borrowing Base Certificate delivered hereunder) were prepared in good faith and are based upon facts and assumptions that management of the Borrowers believe to be reasonable in light of the then current and foreseeable business conditions and prospects of NMHG Holding and its Subsidiaries and represent management’s 's opinion of the projected financial performance based on the information available at the time so furnished. All Financial Statements included in such materials were prepared in all material respects in conformity with GAAP, except as otherwise noted therein, and fairly present in all material respects the respective consolidated financial positions, and the consolidated results of operations and cash flows for each of the periods covered thereby of NMHG Holding and its Subsidiaries as at the respective dates thereof. The Pro Forma, copies of which have been furnished to the Lenders, fairly presents on a pro forma basis the financial condition of NMHG Holding and its Subsidiaries as of the Closing Date, and reflects on a pro forma basis those liabilities reflected in the notes thereto and resulting from consummation of the transactions contemplated by the Loan Documents, and the payment or accrual of all transaction costs payable with respect to any of the foregoing. The Borrowers believe that the Initial Projections and the assumptions expressed in the Pro Forma are reasonable based on the information available to the Borrowers at the time so furnished.

Financial Position. The Initial Projections and each of the business plans and all other financial projections and related materials and documents delivered to the Lenders pursuant hereto (including, but not limited to, each Borrowing Base Certificate delivered hereunder) were prepared in good faith and are based upon facts and assumptions that management of the Borrowers believe to be reasonable in light of the then current and foreseeable business conditions and prospects of NMHG Holding and its Subsidiaries and represent management’s 's opinion of the projected financial performance based on the information available at the time so furnished. All Financial Statements included in such materials were prepared in all material respects in conformity with GAAP, except as otherwise noted therein, and fairly present in all material respects the respective consolidated financial positions, and the consolidated results of operations and cash flows for each of the periods covered thereby of NMHG Holding and its Subsidiaries as at the respective dates thereof. The Pro Forma, copies of which have been furnished to the Lenders, fairly presents on a pro forma PRO FORMA basis the financial condition of NMHG Holding and its Subsidiaries as of the Closing Date, and reflects on a pro forma PRO FORMA basis those liabilities reflected in the notes thereto and resulting from consummation of the transactions contemplated by the Loan Documents, and the payment or accrual of all transaction costs payable with respect to any of the foregoing. The Borrowers believe that the Initial Projections and the assumptions expressed in the Pro Forma are reasonable based on the information available to the Borrowers at the time so furnished.

Financial Position. The Initial Projections and each of Projections, the business plans pro forma estimated ------------------ --- ----- balance sheets delivered pursuant to Section 5.01(a)(i) and all other related ------------------ financial projections and related materials and documents information delivered to the Lenders pursuant hereto as referenced in this Agreement were (including, but not limited to, each Borrowing Base Certificate delivered hereunderA) were prepared in good faith and are based upon facts and assumptions that management of the Borrowers believe to be are reasonable in light of the then current and foreseeable business conditions and prospects existing or foreseeable as of NMHG Holding the time of their preparation (which facts and its Subsidiaries assumptions have not changed in any materially adverse respect such that such forecasts do not reasonably project the Company's or OHM's, or their combined, financial performance for the fiscal periods covered thereby and such that such pro forma --- ----- estimated balance sheets do not reasonably estimate the assets, liabilities and shareholder equity of the Company and OHM as anticipated at the Merger Funding Date, excluding purchase accounting adjustments) and represent management’s 's opinion of the Company and its Subsidiaries' projected financial performance based on the information available to the Company at the time so furnished. Complete and accurate copies of the Company SEC Documents and the OHM SEC Documents have been delivered to Lenders. All Financial Statements financial statements included in such materials were prepared in all material respects in conformity with GAAP, except as otherwise noted therein, and fairly present the consolidated financial position of the Company and its Subsidiaries, on the one hand, and OHM and its Subsidiaries, on the other, in all material respects each case as at the respective consolidated financial positions, dates thereof and the consolidated results of operations and cash flows changes in the financial position of the Company and its Subsidiaries and OHM and its Subsidiaries for each of the periods covered thereby of NMHG Holding and its Subsidiaries as at the respective dates thereof. The Pro Formathereby, copies of which have been furnished to the Lenderssubject, fairly presents on a pro forma basis the financial condition of NMHG Holding and its Subsidiaries as of the Closing Date, and reflects on a pro forma basis those liabilities reflected in the notes thereto and case of any unaudited interim financial statements, to changes resulting from consummation of the transactions contemplated by the Loan Documents, audit and the payment or accrual of all transaction costs payable with respect to any of the foregoing. The Borrowers believe that the Initial Projections and the assumptions expressed in the Pro Forma are reasonable based on the information available to the Borrowers at the time so furnishednormal year-ended adjustments.

Financial Position. The Initial Projections and each of Projections, the business plans pro forma estimated ------------------ --- ----- balance sheets delivered pursuant to Section 5.01(a)(i) and all other related ------------------ financial projections and related materials and documents information delivered to the Lenders pursuant hereto as referenced in this Agreement were (including, but not limited to, each Borrowing Base Certificate delivered hereunderA) were prepared in good faith and are based upon facts and assumptions that management of the Borrowers believe to be are reasonable in light of the then current and foreseeable business conditions and prospects existing or foreseeable as of NMHG Holding the time of their preparation (which facts and its Subsidiaries assumptions have not changed in any materially adverse respect such that such forecasts do not reasonably project the Company's or OHM's, or their combined, financial performance for the fiscal periods covered thereby and such that such pro forma --- ----- estimated balance sheets do not reasonably estimate the assets, liabilities and shareholder equity of the Company and OHM as anticipated at each of Tender Offer Funding Date and the Merger Funding Date, excluding purchase accounting adjustments) and represent management’s 's opinion of the Company and its Subsidiaries' projected financial performance based on the information available to the Company at the time so furnished. Complete and accurate copies of the Company SEC Documents and the OHM SEC Documents have been delivered to Lenders. All Financial Statements financial statements included in such materials were prepared in all material respects in conformity with GAAP, except as otherwise noted therein, and fairly present the consolidated financial position of the Company and its Subsidiaries, on the one hand, and OHM and its Subsidiaries, on the other, in all material respects each case as at the respective consolidated financial positions, dates thereof and the consolidated results of operations and cash flows changes in the financial position of the Company and its Subsidiaries and OHM and its Subsidiaries for each of the periods covered thereby of NMHG Holding and its Subsidiaries as at the respective dates thereof. The Pro Formathereby, copies of which have been furnished to the Lenderssubject, fairly presents on a pro forma basis the financial condition of NMHG Holding and its Subsidiaries as of the Closing Date, and reflects on a pro forma basis those liabilities reflected in the notes thereto and case of any unaudited interim financial statements, to changes resulting from consummation of the transactions contemplated by the Loan Documents, audit and the payment or accrual of all transaction costs payable with respect to any of the foregoing. The Borrowers believe that the Initial Projections and the assumptions expressed in the Pro Forma are reasonable based on the information available to the Borrowers at the time so furnishednormal year-ended adjustments.

Financial Position. The Initial Projections and each of the business plans and all other financial projections and related materials and documents delivered to the Lenders pursuant hereto (including, but not limited to, each Borrowing Base Certificate delivered hereunder) were prepared in good faith and are based upon facts and assumptions that management of the Borrowers believe Borrower believes to be reasonable in light of the then current and foreseeable business conditions and prospects of NMHG Holding and its Subsidiaries and represent management’s opinion of the projected financial performance based on the information available at the time so furnished. All Financial Statements included in such materials were prepared in all material respects in conformity with GAAP, except as otherwise noted therein, and fairly present in all material respects the respective consolidated financial positions, and the consolidated results of operations and cash flows for each of the periods covered thereby of NMHG Holding and its Subsidiaries as at the respective dates thereof. The Pro Forma, copies of which have been furnished to the Lenders, fairly presents on a pro forma basis the financial condition of NMHG Holding and its Subsidiaries as of the Closing Date, and reflects on a pro forma basis those liabilities reflected in the notes thereto and resulting from consummation of the transactions contemplated by the Loan Documents, and the payment or accrual of all transaction costs payable with respect to any of the foregoing. The Borrowers believe Borrower believes that the Initial Projections and the assumptions expressed in the Pro Forma are reasonable based on the information available to the Borrowers Borrower at the time so furnished.

Financial Position. The Initial Projections and each of the business plans and all other financial projections and related materials and documents delivered to the Lenders pursuant hereto (including, but not limited to, each Borrowing Base Certificate delivered hereunder) were prepared in good faith and are based upon facts and assumptions that management of the Borrowers Borrower believe to be reasonable in light of the then current and foreseeable business conditions and prospects of NMHG Holding and its Subsidiaries and represent management’s opinion of the projected financial performance based on the information available at the time so furnished. All Financial Statements included in such materials were prepared in all material respects in conformity with GAAP, except as otherwise noted therein, and fairly present in all material respects the respective consolidated financial positions, and the consolidated results of operations and cash flows for each of the periods covered thereby of NMHG Holding and its Subsidiaries as at the respective dates thereof. The Pro Forma, copies of which have been furnished to the Lenders, fairly presents on a pro forma basis the financial condition of NMHG Holding and its Subsidiaries as of the Closing Date, and reflects on a pro forma basis those liabilities reflected in the notes thereto and resulting from consummation of the transactions contemplated by the Loan Documents, and the payment or accrual of all transaction costs payable with respect to any of the foregoing. The Borrowers believe Borrower believes that the Initial Projections and the assumptions expressed in the Pro Forma are reasonable based on the information available to the Borrowers Borrower at the time so furnished.