Common use of Costs, Expenses and Taxes Clause in Contracts

Costs, Expenses and Taxes. Nordson agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such Borrower, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a party, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such Borrower, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a party, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) reasonable syndication, administration, travel and out-of-pocket expenses, including including, but not limited to to, reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) reasonable extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the BanksLenders, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all reasonable costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel administration and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, expenses of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the syndication of the Commitment and the Loans, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, (c) any expenses of Agent incurred in connection with the preparation of the Loan Documents and any Related Writings, and (cd) the reasonable fees and out-of-pocket expenses of special counsel for the Agent, with respect to the foregoing, thereto and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower shall also agrees to pay on demand all reasonable costs and expenses of Agent and the Banks, including reasonable attorneys’ ' fees, in connection with the restructuring or enforcement of the Debt owing by such Borrower, this Agreement Loan Documents or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold save Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the BanksLenders, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerObligations, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all reasonable costs and expenses of AgentAgent and all Related Expenses, including, including but not limited to, to (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, and the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses (including Related Expenses) of Agent and the BanksLenders, including reasonable attorneys’ feesfees and expenses, in connection with the restructuring or enforcement of the Debt owing by such BorrowerObligations, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp stamp, transfer, documentary and other taxes taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees. All obligations provided for in this Section 10.05 10.5 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all reasonable costs and expenses of AgentAgent and all Related Expenses, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all reasonable costs and expenses of Agent and the BanksLenders, including reasonable attorneys’ feesfees and expenses, in connection with the restructuring or enforcement of the Debt owing by such BorrowerObligations, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp stamp, transfer, documentary and other taxes taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of AgentAgent and PNC Capital Markets, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent and PNC Capital Markets in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the BanksLenders, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such Borrower, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a party, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson The Borrower agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and reasonable out-of-pocket expenses, including but not limited to attorneys’ fees costs and expenses, of Agent expenses in connection with the preparation, negotiation execution, delivery, administration, modification and closing amendment of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder Instruments and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of under the Loan Documents and the other instruments and documents to be delivered hereunderInstruments, and (c) including, without limitation, the reasonable fees and out-of-pocket expenses of special counsel for Agent, the Agent with respect thereto and with respect to advising the foregoing, Agent as to its rights and of local counsel, if any, who may be retained by said special counsel with respect theretoresponsibilities under the Loan Instruments. Each The Borrower also further agrees to pay on demand all reasonable costs and expenses of Agent and the Banksexpenses, if any (including reasonable attorneys’ feescounsel, consultants and appraisers fees and expenses), in connection with the restructuring enforcement (whether through negotiations, legal proceedings or otherwise) of the Loan Instruments and the other documents to be delivered under the Loan Instruments, including, without limitation, reasonable counsel, consultants and appraisers fees and expenses in connection with the enforcement of rights under this Section 8.4, expressly including all such costs and expenses incurred by the Debt owing by such Borrower, this Agreement Agent and the Banks in connection with or during the pendency of any bankruptcy or insolvency proceedings involving the Borrower or any Related WritingGuarantor. In addition, Each the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents to which such Borrower is a party, Instruments and the other instruments and documents to be delivered hereunderunder the Loan Instruments, and agrees to hold Agent and each save the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreementtaxes.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ ' fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agentthe Banks, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ ' fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Without limiting the foregoing or anything else contained herein, each of the Borrowers agrees to pay on demand all reasonable costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent the Bank in connection with the preparation, negotiation execution and closing delivery of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder this Amendment and the other instruments and documents to be delivered hereunder, (b) extraordinary including, without limitation, the reasonable costs and expenses for the performance of a field audit, the reasonable fees and out-of-pocket expenses of Agent counsel for the Bank (including the allocated costs of in-house counsel) with respect thereto and with respect to advising the Bank as to its rights and responsibilities hereunder and thereunder. Each of the Borrowers further agrees to pay on demand all reasonable costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses, including the allocated costs of in-house counsel), in connection with the administration enforcement (whether through negotiations, legal proceedings or otherwise) of the Loan Documents this Amendment and the other instruments and documents to be delivered hereunder, and including, without limitation, reasonable counsel fees (cincluding the allocated costs of in-house counsel) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such Borrower, this Agreement or any Related Writingits rights. In addition, Each Borrower each of the Borrowers shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a party, this Amendment and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each save the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreementtaxes.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to consultants’ and attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agentthe Banks, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes Taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes Taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of Agent, and all Related Expenses, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ ' fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary out-of-pocket expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, (c) all costs and expenses, including reasonable attorneys' fees in connection with the syndication of the Commitment and the Loans, and (cd) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent, Collateral Agent and the Banks, including reasonable attorneys’ ' fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent, Collateral Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on within thirty (30) days of demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the BanksLenders, including reasonable attorneys’ feesfees and expenses, in connection with the restructuring or enforcement of the Debt owing by such BorrowerObligations, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp stamp, transfer, documentary and other taxes taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all reasonable costs and expenses of AgentAgent and all Related Expenses, including, but not limited to, (a) reasonable syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) reasonable extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all reasonable costs and expenses of Agent and the BanksLenders, including reasonable attorneys’ feesfees and expenses, in connection with the restructuring or enforcement of the Debt owing by such BorrowerObligations, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp stamp, transfer, documentary and other taxes taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Each Credit Party agrees to pay on demand all costs and expenses of AgentCollateral Agent and all Related Expenses, including, including but not limited to, : (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Collateral Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, ; (b) extraordinary expenses of Collateral Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, ; and (c) the reasonable fees and out-of-pocket expenses of special counsel for Collateral Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower Credit Party also agrees to pay on demand all costs and expenses of Collateral Agent and the BanksLenders, including reasonable attorneys’ feesfees and expenses, in connection with the restructuring or enforcement of the Debt owing by such BorrowerObligations, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp stamp, transfer, documentary and other taxes taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees agree to hold Collateral Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees. All obligations provided for in this Section 10.05 11.6 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson (a) Caterpillar agrees to pay on written demand all reasonable costs and expenses of the Agent, including, but not limited to, (a) syndication, administration, travel each of the Arrangers and outeach of the Co-of-pocket expenses, including but not limited to attorneys’ fees Syndication Agents and expenses, of the Documentation Agent in connection with the preparation, negotiation execution, delivery, administration, modification and closing amendment of the Loan Documents and the administration of the Loan Documentsthis Agreement, the collection and disbursement of all funds hereunder Notes and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunderincluding, and (c) without limitation, the reasonable fees and out-of-pocket expenses of special counsel for the Agent, each of the Arrangers and each of the Co- Syndication Agents and the Documentation Agent with respect thereto and with respect to advising the foregoingAgent, each of the Arrangers and each of local counsel, if any, who may be retained by said special counsel with respect theretothe Co-Syndication Agents and the Documentation Agent as to their rights and responsibilities under this Agreement. Each Borrower also agrees The Borrowers further agree to pay on demand all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses of Agent and the Banks), of the Agent, the Banks, including reasonable attorneys’ fees, each of the Arrangers and each of the Co-Syndication Agents and the Documentation Agent in connection with the restructuring enforcement (whether through negotiations, legal proceedings or enforcement otherwise) of this Agreement, the Debt owing by such Borrower, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a party, Notes and the other instruments and documents to be delivered hereunder. If any such costs or expenses are attributable to a particular Borrower, and agrees to hold Agent and each Bank harmless from and against any and such costs or expenses shall be paid by such Borrower. In all liabilities with respect to other cases, such costs or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 expenses shall survive any termination of this Agreementbe paid by Caterpillar.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all reasonable costs and expenses of AgentAgent and all Related Expenses, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all reasonable costs and expenses of Agent and the BanksLenders, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerObligations, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the BanksLenders, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson The Company agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and all reasonable out-of-pocket expenses, including but not limited to attorneys’ fees costs and expenses, of Agent in connection with the preparation, negotiation and closing expenses of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, Agent (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) including the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, Agent (and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ feescounsel)), in connection with the restructuring preparation, execution, delivery and administration of this Agreement, the Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys' fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Bank in connection with the enforcement of this Agreement, the Debt owing by such Borrower, this Agreement Notes or any Related Writingsuch other instruments or documents. Each Bank agrees to reimburse the Agent for such Bank's pro rata share (based upon its respective Percentage) of any such costs or expenses incurred by the Agent on behalf of all the Banks and not paid by the Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, Each Borrower shall pay the Company agrees to pay, and to hold the Agent and the Banks harmless from all Credit Agreement liability for, any and all stamp and or other taxes and fees payable or determined to Taxes which may be payable in connection with the execution and delivery of this Agreement, the Loan Documents to which such Borrower is a partyborrowings hereunder, the issuance of the Notes (if any) or the execution and the delivery of any other instruments and or documents provided for herein or delivered or to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to hereunder or resulting from any delay in paying or omission to pay such taxes or feesconnection herewith. All obligations provided for in this Section 10.05 13.5 shall survive repayment of the Loans, cancellation of the Notes or any termination of this Agreement.

Costs, Expenses and Taxes. Nordson ASI agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to reasonable attorneys’ ' fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower ASI also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ ' fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each ASI and any other appropriate Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson agrees Borrowers agree to pay on immediately upon demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses and reasonable legal fees of special counsel for Agent, with respect Agent related to the foregoingpreparation, and negotiation, documentation, execution, filing or delivery of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such Borrower, this Agreement or any Related Writingother Credit Document and any and all waivers, amendments or modifications of any of the Credit Documents or any of the terms and provisions thereof and any and all audits and required inspections permitted under this Agreement or any other Credit Documents. Borrowers shall also pay immediately upon demand therefor all fees (including without limitation, legal fees and expenses), costs and other expenses incurred in connection with collection of the Loan, the maintenance or preservation of the security interest in the Collateral, the sale, disposition or other realization on the Collateral, or the enforcement of Agent’s and Lenders’ rights hereunder or under any Credit Document, including, without limitation, such fees, costs and expenses incurred by Agent which Agent, in its reasonable business judgment, deems reasonably necessary to preserve or protect the business conducted by Borrowers, the Collateral, or any portion thereof. In addition, Each Borrower Borrowers shall also pay any and all stamp and other taxes and or filing fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyNotes and this Agreement, the Collateral and the other instruments and documents to be delivered hereunder, and agrees to hold save Agent and each Bank Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying payment or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreementtaxes.

Costs, Expenses and Taxes. Nordson The Company agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and all reasonable out-of-pocket expenses, including but not limited to attorneys’ fees costs and expenses, of Agent in connection with the preparation, negotiation and closing expenses of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, Agent (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) including the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, Agent (and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ feescounsel)), in connection with the restructuring preparation, execution, delivery and administration of this Agreement, the Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys' fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Bank in connection with the enforcement of this Agreement, the Debt owing by such Borrower, this Agreement Notes or any Related Writingsuch other instruments or documents. Each Bank agrees to reimburse the Agent for such Bank's pro rata share (based upon its respective Percentage) of any such costs or expenses incurred by the Agent on behalf of all the Banks and not paid by the Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, Each Borrower shall pay the Company agrees to pay, and to hold the Agent and the Banks harmless from all liability for, any and all stamp and or other taxes and fees payable or determined to Taxes which may be payable in connection with the execution and delivery of this Agreement, the Loan Documents to which such Borrower is a partyborrowings hereunder, the issuance of the Notes (if any) or the execution and the delivery of any other instruments and or documents provided for herein or delivered or to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to hereunder or resulting from any delay in paying or omission to pay such taxes or feesconnection herewith. All obligations provided for in this Section 10.05 13.5 shall survive repayment of the Loans, cancellation of the Notes or any termination of this Agreement.. Credit Agreement

Costs, Expenses and Taxes. Nordson Xxxxxxxx agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to consultants’ and attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agentthe Banks, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower Xxxxxxxx also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes Taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes Taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.SECTION 10.6

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of Agentthe Banks and the Agents, any expenses incurred in connection with the preparation of this Amended Credit Agreement, the Notes and any Related Writings, including, but not limited to, without limitation (ai) syndication, administration, travel administration and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, expenses of the Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of this Amended Credit Agreement, the Loan DocumentsNotes, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (bii) extraordinary expenses of Agent the Agents or the Banks in connection with the administration of this Amended Credit Agreement, the Loan Documents Notes and the other instruments and documents to be delivered hereunder, and (ciii) the reasonable fees and out-of-pocket expenses of special Xxxxxxxx Xxxx & Xxxxx LLP, counsel for to the Agent, in connection with respect to the foregoingnegotiation, preparation, execution and delivery of this Amended Credit Agreement and related matters, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand (iv) all costs and expenses of Agent and the Banksexpenses, including reasonable attorneys’ fees' fees and out-of-pocket expenses, in connection with the restructuring or enforcement of this Amended Credit Agreement, the Debt owing by such Borrower, this Agreement Notes or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of this Amended Credit Agreement or the Loan Documents to which such Borrower is a partyNotes, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent save the Agents and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson The Borrower agrees to pay on demand all costs and expenses of Agentthe Banks and the Agents, and any expenses incurred in connection with the preparation of this Agreement, the Notes and any Related Writings, including, but not limited to, without limitation (ai) syndication, administration, travel administration and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, expenses of the Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of this Agreement, the Loan DocumentsNotes, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (bii) extraordinary expenses of Agent the Agents or the Banks in connection with the administration of this Agreement, the Loan Documents Notes and the other instruments and documents to be delivered hereunder, and (ciii) the reasonable fees and out-of-pocket expenses of special Xxxxxxxx Xxxx LLP, counsel for to the Agent, in connection with respect to the foregoingnegotiation, preparation, execution and delivery of this Agreement and related matters, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand (iv) all costs and expenses of Agent and the Banksexpenses, including reasonable attorneys’ feesfees and out-of-pocket expenses, in connection with the restructuring or enforcement of this Agreement, the Debt owing by such Borrower, this Agreement Notes or any Related Writing. In addition, Each the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of this Agreement or the Loan Documents to which such Borrower is a partyNotes, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent save the Agents and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agentthe Banks, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of AgentLender, includingand all Related Expenses, including but not limited to, to (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to reasonable attorneys’ ' fees and expenses, of Agent Lender in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent Lender in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for AgentLender, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the BanksRelated Expenses, including reasonable attorneys’ fees' fees and expenses, in connection with the restructuring any restructuring, amendment, or enforcement of the Debt owing by such BorrowerObligations, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp stamp, transfer, documentary and other taxes taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees. All obligations provided for in this Section 10.05 10.4 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of AgentAgent and all Related Expenses, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the BanksLenders, including reasonable attorneys’ feesfees and expenses, in connection with the restructuring or enforcement of the Debt owing by such BorrowerObligations, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp stamp, transfer, documentary and other taxes taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson agrees US Borrowers agree to pay on demand all costs and expenses of Agent, including, including but not limited to, (a) reasonable syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower US Borrowers also agrees agree to pay on demand all costs and expenses of Agent and the BanksLenders, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerObligations, this Agreement or any Related Writing. In addition, Each US Borrowers and any other appropriate Borrower shall pay any and all stamp stamp, transfer, documentary and other taxes taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees agree to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson The Borrower and each Guarantor agrees to pay on demand all costs reasonable fees and expenses of Agent, including, but not limited to, (a) syndication, administration, travel the Agent and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent the Lenders in connection with the preparation, negotiation negotiation, execution, delivery, administration, modification and closing amendment of the Loan Documents this Amendment and the administration of the Loan Documents, the collection and disbursement of all funds hereunder Waiver and the other instruments and documents to be delivered hereunder, (bincluding without limitation, those documents described in Paragraphs 2(b) extraordinary and 2(c), the reasonable fees and expenses of counsel for the Agent and the Lenders with respect thereto and with respect to advising the Agent and the Lenders as to their respective rights and responsibilities hereunder and thereunder. The Borrower and each Guarantor further agrees to pay on demand all reasonable costs and expenses, if any (including without limitation, reasonable counsel fees and expenses), in connection with the administration enforcement (whether through negotiations, legal proceedings or otherwise) of the Loan Documents this Amendment and Waiver and the other instruments and documents to be delivered hereunder, and (c) the including, without limitation, reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of rights under the Debt owing by such BorrowerCredit Agreement, this Agreement or any Related Writingthe other Loan Documents and the Other Documents. In addition, Each the Borrower and each Guarantor shall pay any mortgage tax and all stamp filing and other taxes and recording fees payable or determined to be payable in connection with the execution and delivery and recording of the Loan Documents to which such Borrower is a party, this Amendment and the other instruments and documents to be delivered hereunder, Waiver and/or any Additional Collateral Document and agrees to hold save the Agent and each Bank Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes taxes, recording or fees. All obligations provided for in this Section 10.05 shall survive filing fees (except any termination such delay or omission caused by the gross negligence or willful misconduct of this Agreementthe Agent or the Lenders, as applicable).

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ ' fees (both in-house and outside retained counsel) and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agentthe Banks, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ fees' fees (both in-house and outside retained counsel), in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson The Borrower agrees to pay on demand all costs and expenses of Agentthe Banks and the Agents, and any expenses incurred in connection with the preparation of this Agreement, the Notes and any Related Writings, including, but not limited to, without limitation (ai) syndication, administration, travel administration and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, expenses of the Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of this Agreement, the Loan DocumentsNotes, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (bii) extraordinary expenses of Agent the Agents or the Banks in connection with the administration of this Agreement, the Loan Documents Notes and the other instruments and documents to be delivered hereunder, and (ciii) the reasonable fees and out-of-pocket expenses of special Txxxxxxx Hxxx LLP, counsel for to the Agent, in connection with respect to the foregoingnegotiation, preparation, execution and delivery of this Agreement and related matters, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand (iv) all costs and expenses of Agent and the Banksexpenses, including reasonable attorneys’ feesfees and out-of-pocket expenses, in connection with the restructuring or enforcement of this Agreement, the Debt owing by such Borrower, this Agreement Notes or any Related Writing. In addition, Each the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of this Agreement or the Loan Documents to which such Borrower is a partyNotes, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent save the Agents and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson agrees Borrowers agree to pay on demand all reasonable costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to reasonable attorneys’ ' fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agentthe Banks, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower Borrowers also agrees agree to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ ' fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerSecured Debt, this Agreement or any Related Writing. In addition, Each Borrower Borrowers shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson (a) The Borrower agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation execution, delivery, filing, recording and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunderunder the Loan Documents, and including, without limitation, (ci) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoingAgent and the Banks, and of local counsel, if any, counsel who may be retained by said special counsel counsel, with respect theretothereto and with respect to advising the Agent and Banks as to their respective rights and responsibilities under the Loan Documents; (ii) all costs and expenses (including reasonable counsel fees and expenses) for the Agent in connection with the filing of the Financing Statements and the enforcement of the Loan Documents and the other documents to be delivered under the Loan Documents, including, without limitation, in the context of any bankruptcy proceedings; (iii) all fees, costs and expenses incurred by the Agent in connection with the Title Insurance; (iv) all fees, costs and expenses of the Disbursing Agent; (v) all fees, costs and expenses of the Consulting Engineer; and (vi) all fees, costs and expenses of any appraiser engaged by the Agent. Each In addition, the Borrower also agrees to pay on demand all costs the expenses described in Section 5.01(b) which are the responsibility or obligation of Borrower and expenses of Agent and the Banks, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such Borrower, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents to which such Borrower is a party, and the other instruments and documents to be delivered hereunderunder the Loan Documents, and agrees to hold save the Agent and each Bank the Banks harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or and fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ ' fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ ' fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson agrees The Loan Parties agree to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and reasonable out-of-pocket expenses, costs and expenses of the Agent (including but not limited to attorneys’ fees and expenses, of Agent Attorney Costs) in connection with the preparation, negotiation execution, syndication, delivery and closing administration of this Agreement, the other Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents provided for herein or delivered or to be delivered hereunder, (b) extraordinary expenses of Agent hereunder or in connection with the administration of the herewith (including any amendment, supplement or waiver to any Loan Documents and the other instruments and documents to be delivered hereunderDocument), and (c) the all reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of (including Attorney Costs) incurred by the Agent and the Banks, including reasonable attorneys’ fees, each Bank after an Event of Default in connection with the restructuring or enforcement of this Agreement, the Debt owing by such Borrower, this Agreement other Loan Documents or any Related Writingsuch other documents. In addition, Each Borrower shall pay the Loan Parties agrees to pay, and to save the Agent and the Banks harmless from all liability for, (a) any and all stamp and or other taxes (excluding income taxes and fees payable or determined to franchise taxes based on net income) which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Documents to which such Borrower is a party, and the Document or any other instruments and documents document provided for herein or delivered or to be delivered hereunder, hereunder or in connection herewith and agrees to hold (b) any fees of the Loan Parties’ auditors in connection with any reasonable exercise by the Agent and each Bank harmless from and against any and all liabilities with respect the Banks of their rights pursuant to or resulting from any delay in paying or omission to pay such taxes or feesSection 10.2. All obligations provided for in this Section 10.05 14.6 shall survive any repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit and termination of this Agreement. In order to cause timely payment to be made by the Loan Parties of all costs and expenses incurred hereunder by Agent, the Loan Parties hereby authorize and direct Agent to debit such amount due to any ordinary deposit account of the Loan Parties, or increase the principal balance due under the Revolving Loans.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all reasonable costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ ' fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the BanksLenders, including reasonable attorneys’ ' fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson (a) Each Borrower agrees to pay the Agent and the Issuing Bank on demand all reasonable costs and expenses of Agentthe Agent and the Issuing Bank, includingrespectively, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation negotiation, approval, execution, delivery, filing, recording, administration, modification and closing amendment of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration any of the Loan Documents and the other instruments and documents to be delivered hereunderunder such Loan Documents, and (c) including, without limitation, the reasonable fees and out-of-pocket expenses of special and local counsel for Agent, the Agent and the Issuing Bank with respect thereto and with respect to advising the foregoing, Agent and of local counsel, if any, who may the Issuing Bank as to its rights and responsibilities under any Loan Document and the other documents to be retained by said special counsel with respect theretodelivered hereunder and thereunder. Each Borrower also further agrees to pay on demand (i) all costs and expenses, if any, of the Agent, the Issuing Bank or any Bank in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any Loan Document and any the other documents to be delivered under such Loan Document, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 11.04, and (ii) all costs and expenses of Agent and the Banks, including reasonable attorneys’ fees, in connection with the restructuring appraisals, valuations, audits and search reports, all insurance and title costs, and all filing and recording fees required hereby or associated with any enforcement of the Debt owing by such Borrower, this Agreement rights or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable remedies specified in connection with the execution and delivery of the Loan Documents to which such Borrower is a party, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreementclause (i).

Costs, Expenses and Taxes. Nordson agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such Borrower, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a party, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson agrees Borrowers agree to pay on demand all costs and expenses of AgentAgent and PNC Capital Markets, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent and PNC Capital Markets in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower Borrowers also agrees agree to pay on demand all costs and expenses of Agent and the BanksLenders, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerBorrowers, this Agreement or any Related Writing. In addition, Each Borrower Borrowers shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such any Borrower is a party, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson The Borrower agrees to pay on demand all costs and expenses of Agentthe Banks and the Agents, and any expenses incurred in connection with the preparation of this Agreement, the Notes and any Related Writings, including, but not limited to, without limitation (ai) syndication, administration, travel administration and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, expenses of the Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of this Agreement, the Loan DocumentsNotes, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (bii) extraordinary expenses of Agent the Agents or the Banks in connection with the administration of this Agreement, the Loan Documents Notes and the other instruments and documents to be delivered hereunder, and (ciii) the reasonable fees and out-of-pocket expenses of special Thompson Hine LLP, counsel for to the Agent, in connection with respect to the foregoingnegoxxxxxxx, xxxxaration, execution and delivery of this Agreement and related matters, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand (iv) all costs and expenses of Agent and the Banksexpenses, including reasonable attorneys’ fees' fees and out-of-pocket expenses, in connection with the restructuring or enforcement of this Agreement, the Debt owing by such Borrower, this Agreement Notes or any Related Writing. In addition, Each the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of this Agreement or the Loan Documents to which such Borrower is a partyNotes, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent save the Agents and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all reasonable costs and expenses of AgentAgent and all Related Expenses, including, including but not limited to, to (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses (including Related Expenses) of Agent and the BanksLenders, including reasonable attorneys’ feesfees and expenses, in connection with the restructuring or enforcement of the Debt owing by such BorrowerObligations, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp stamp, transfer, documentary and other taxes taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees. All obligations provided for in this Section 10.05 10.5 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson agrees Borrowers agree to pay on demand all reasonable costs and expenses of AgentLender, includingand all Related Expenses, including but not limited to, to (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent Lender in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent Lender in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for AgentLender, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower Borrowers also agrees agree to pay on demand all costs and expenses of Agent and the BanksRelated Expenses, including reasonable attorneys’ feesfees and expenses, in connection with the restructuring any restructuring, amendment, or enforcement of the Debt owing by such BorrowerObligations, this Agreement or any Related Writing. In addition, Each Borrower Borrowers shall pay any and all stamp stamp, transfer, documentary and other taxes taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees agree to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees. All obligations provided for in this Section 10.05 10.4 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of AgentAgent and all Related Expenses, including, but not limited to, to (a) syndicationparticipation, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the BanksAgent, including reasonable attorneys’ feesfees and expenses, in connection with the restructuring or enforcement of the Debt owing by such BorrowerObligations, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp stamp, transfer, documentary and other taxes taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees, other than those liabilities resulting from the gross negligence or willful misconduct of Agent, or, with respect to amounts owing to a Lender, such Lender, in each case as determined by a court of competent jurisdiction. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson agrees Borrowers agree to pay on demand all reasonable costs and expenses of Agent, including, including but not limited to, (a) Related Expenses, (b) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (bc) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (cd) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower Borrowers also agrees agree to pay on demand all reasonable costs and expenses of Agent and the Banks, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each Borrower Borrowers shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees agree to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson (a) Caterpillar agrees to pay on written demand all reasonable costs and expenses of the Agent, including, but not limited to, (a) syndication, administration, travel each of the Arrangers and outeach of the Co-of-pocket expenses, including but not limited to attorneys’ fees Syndication Agents and expenses, of the Documentation Agent in connection with the preparation, negotiation execution, delivery, administration, modification and closing amendment of the Loan Documents and the administration of the Loan Documentsthis Agreement, the collection and disbursement of all funds hereunder Notes and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunderincluding, and (c) without limitation, the reasonable fees and out-of-pocket expenses of special counsel for the Agent, each of the Arrangers and each of the Co-Syndication Agents and the Documentation Agent with respect thereto and with respect to advising the foregoingAgent, each of the Arrangers and each of local counsel, if any, who may be retained by said special counsel with respect theretothe Co-Syndication Agents and the Documentation Agent as to their rights and responsibilities under this Agreement. Each Borrower also agrees The Borrowers further agree to pay on demand all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses of Agent and the Banks), of the Agent, the Banks, including reasonable attorneys’ fees, each of the Arrangers and each of the Co-Syndication Agents and the Documentation Agent in connection with the restructuring enforcement (whether through negotiations, legal proceedings or enforcement otherwise) of this Agreement, the Debt owing by such Borrower, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a party, Notes and the other instruments and documents to be delivered hereunder. If any such costs or expenses are attributable to a particular Borrower, and agrees to hold Agent and each Bank harmless from and against any and such costs or expenses shall be paid by such Borrower. In all liabilities with respect to other cases, such costs or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 expenses shall survive any termination of this Agreementbe paid by Caterpillar.

Costs, Expenses and Taxes. Nordson The Company agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees costs and expenses, of Agent in connection with the preparation, negotiation and closing expenses of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, Administrative Agent (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) including the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, Administrative Agent and of local counsel, if any, who may be retained by said special counsel counsel) in connection with respect thereto. Each Borrower also agrees the preparation, execution, delivery, and administration of this Agreement, the Notes, and all other instruments or documents provided for herein or delivered or to pay on demand be delivered hereunder or in connection herewith, and all out-of pocket costs and expenses of Agent and the Banks, (including reasonable attorneys’ fees, fees and legal expenses) incurred by any Bank or the Administrative Agent in connection with the restructuring or enforcement of this Agreement, the Debt owing by Notes, and any other such Borrower, this Agreement instruments or documents or any Related Writingcollateral security. Each Bank agrees to reimburse the Administrative Agent for such Bank’s pro rata share (based upon its respective Percentage) of any such costs or expenses not paid by the Company. In addition, Each Borrower shall pay the Company agrees to pay, and to save the Administrative Agent and the Banks harmless from all liability for, any and all stamp and or other taxes and fees payable or determined to which may be payable in connection with the execution and or delivery of this Agreement, the Loan Documents to which such Borrower is a partyborrowings hereunder, and or the issuance of the Notes or of any other instruments and or documents provided for herein or delivered or to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to hereunder or resulting from any delay in paying or omission to pay such taxes or feesconnection herewith. All obligations provided for in this Section 10.05 14.2 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson agrees US Borrowers agree to pay on demand all costs and expenses of Agent, including, including but not limited to, to (a) reasonable syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower US Borrowers also agrees agree to pay on demand all costs and expenses of Agent and the BanksLenders, including reasonable attorneys’ feesfees and expenses, in connection with the restructuring or enforcement of the Debt owing by such BorrowerObligations, this Agreement or any Related Writing. In addition, Each US Borrowers and any other appropriate Borrower shall pay any and all stamp stamp, transfer, documentary and other taxes taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees agree to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees. All obligations provided for in this Section 10.05 11.5 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to reasonable attorneys’ ' fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the BanksLenders, including reasonable attorneys’ fees' fees and expenses, in connection with the restructuring or enforcement of the Debt owing by such BorrowerObligations, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of the Facility Agent, includingthe Collateral Agent, but not limited tothe Paying Agent, (a) syndicationthe Custodian, administrationthe Back-up Servicer, travel the Lenders and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent their respective Affiliates in connection with the negotiation, preparation, negotiation execution, delivery, administration and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement amendment of all funds hereunder and the other instruments and documents to be delivered hereundersubsequent to the Closing Date pursuant to this Agreement, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunderincluding, and (c) without limitation, the reasonable fees and out-of-pocket expenses of special counsel for Agent, such Persons with respect thereto and with respect to the foregoingadvising such Persons as to their respective rights and remedies under this Agreement, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent the Facility Agent, the Collateral Agent, the Paying Agent, the Custodian, the Back-up Servicer, the Lenders and the Bankstheir respective Affiliates, if any (including reasonable attorneys’ feescounsel fees and expenses), in connection with the restructuring or enforcement of the Debt owing by such Borrower, this Agreement or any Related Writingand the other documents to be delivered hereunder. In addition, Each Borrower shall agrees to pay any and all stamp and other taxes (other than any income or franchise or similar taxes, or any interest or penalties with respect thereto payable by any Person other than Borrower or an Affiliate thereof) and fees payable or determined to be payable in connection with the execution execution, delivery, filing and delivery recording of the Loan Documents to which such Borrower is a partythis Agreement, any Support Agreements and the other instruments and any documents to be delivered hereunder, and Borrower agrees to hold Agent and each Bank harmless from and indemnify the Lenders against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or and fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson The Company agrees to promptly pay on following demand therefor (i) all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and reasonable out-of-pocket expenses, including but not limited to attorneys’ fees costs and expenses, expenses of Agent the Noteholders in connection with the preparationadministration, negotiation modification and closing amendment of this Agreement, the Loan Notes, the other Subordinated Debt Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunderhereunder (including, without limitation, the reasonable fees and expenses of counsel for the Noteholders), (bii) extraordinary all reasonable out-of-pocket costs and expenses of Agent each Noteholder in connection with the administration enforcement of this Agreement, the Loan Notes, the other Subordinated Debt Documents and the other instruments and documents to be delivered hereunderhereunder (including, without limitation, with respect to enforcement of rights under this Section 14.4 and Section 14.5), whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (c) including, without limitation, the reasonable fees and out-of-pocket expenses of special counsel for Agentall Noteholders with respect thereto) (including, without limitation, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such Borrowerrights under this Section 14.4 and Section 14.5), this Agreement or any Related Writing. In addition, Each Borrower shall pay (iii) any and all stamp stamp, registration, documentary and other similar taxes (expressly excluding income and fees capital gain taxes) payable or determined to be payable in connection with the execution execution, delivery, performance and delivery enforcement of this Agreement, the Loan Documents to which such Borrower is a partyNotes, the other Subordinated Debt Documents, and the other instruments and documents to be delivered hereunderhereunder or thereunder and (iv) the expenses of preparing Notes from time to time in connection with exchanges and transfers of Notes, and the Note Parties agrees to hold Agent and save each Bank Noteholder harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or and filing fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of AgentAgent and all Related Expenses, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expensesexpenses (excluding allocated costs of in-house counsel), of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the BanksLenders, including reasonable attorneys’ feesfees and expenses, in connection with the restructuring or enforcement of the Debt owing by such BorrowerObligations, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administrationadministration , travel and out-of-pocket expenses, including but not limited to attorneys’ ' fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agentthe Banks, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the Banksor any Bank, including reasonable attorneys’ ' fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson agrees The Borrowers jointly and severally agree to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and all reasonable out-of-pocket expenses, costs and expenses of the Agent (including but not limited to attorneys’ fees and expenses, of Agent Attorney Costs) in connection with the preparation, negotiation execution, delivery and closing administration of this Agreement, the other Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents provided for herein or delivered or to be delivered hereunderhereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), and (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the all reasonable fees and out-of-pocket costs and expenses (including Attorney Costs) incurred by the Agent and each Bank after an Event of special counsel for AgentDefault in connection with the enforcement of this Agreement, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect theretoother Loan Documents or any such other documents. Each Borrower also Bank agrees to pay reimburse the Agent for such Bank's pro rata share (based on demand all its respective Percentage) of any such costs and expenses of the Agent and not paid by the Banks, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such Borrower, this Agreement or any Related WritingBorrowers. In addition, Each Borrower shall pay the Borrowers jointly and severally agree to pay, and to save the Agent and the Banks harmless from all liability for, any and all stamp and or other taxes and fees payable or determined to which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Documents to which such Borrower is a party, and the Document or any other instruments and documents document provided for herein or delivered or to be delivered hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to hereunder or resulting from any delay in paying or omission to pay such taxes or feesconnection herewith. All obligations provided for in this Section 10.05 14.6 shall survive repayment of the Loans, cancellation of the Notes and any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Pledgor agrees to pay on demand all costs and expenses of AgentAgent and all Related Expenses, including, but not limited to, to (a) syndicationparticipation, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower Pledgor also agrees to pay on demand all costs and expenses of Agent and the BanksAgent, including reasonable attorneys’ feesfees and expenses, in connection with the restructuring or enforcement of the Debt owing by such BorrowerObligations, this Agreement or any Related Writing. In addition, Each Borrower Pledgor shall pay any and all stamp stamp, transfer, documentary and other taxes taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees, other than those liabilities resulting from the gross negligence or willful misconduct of Agent, or, with respect to amounts owing to a Lender, such Lender, in each case as determined by a court of competent jurisdiction. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent and the BanksLenders, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Debt owing by such Borrower, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a party, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section ‎Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all costs and expenses of Agent, including, but not limited to, (a) reasonable syndication, administration, travel and out-of-pocket expenses, including including, but not limited to to, reasonable attorneys’ ' fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) reasonable extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) reasonable out of pocket expenses incurred by any LC Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (d) reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expenses of Agent Agent, each LC Issuer and the BanksLenders, including reasonable attorneys’ ' fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent Agent, each LC Issuer and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson agrees Borrowers agree to pay on demand all reasonable costs and expenses of Agent, including, including but not limited to, (a) Related Expenses, (b) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ ' fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (bc) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (cd) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower Borrowers also agrees agree to pay on demand all reasonable costs and expenses of Agent and the Banks, including reasonable attorneys’ ' fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each Borrower Borrowers shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees agree to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson The Borrower agrees to pay on demand all costs and expenses of Agentthe Banks and the Agents, and any expenses incurred in connection with the preparation of this Agreement, the Notes and any Related Writings, including, but not limited to, without limitation (ai) syndication, administration, travel administration and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, expenses of the Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of this Agreement, the Loan DocumentsNotes, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (bii) extraordinary expenses of Agent the Agents or the Banks in connection with the administration of this Agreement, the Loan Documents Notes and the other instruments and documents to be delivered hereunder, and (ciii) the reasonable fees and out-of-pocket expenses of special Xxxxxxxx Xxxx LLP, counsel for to the Agent, in connection with respect to the foregoingnegotiation, preparation, execution and delivery of this Agreement and related matters, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand (iv) all costs and expenses of Agent and the Banksexpenses, including reasonable attorneys’ fees' fees and out-of-pocket expenses, in connection with the restructuring or enforcement of this Agreement, the Debt owing by such Borrower, this Agreement Notes or any Related Writing. In addition, Each the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of this Agreement or the Loan Documents to which such Borrower is a partyNotes, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent save the Agents and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson agrees Borrowers agree to pay on demand (a) all reasonable costs and expenses of Agent, including, but not limited to, (a) syndication, including all syndication and administration, travel and out-of-pocket expenses, including but not limited to all attorneys’ ' fees and expenses, expenses of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder Documents and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower Borrowers also agrees agree to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys’ ' fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each Borrower Borrowers shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees agree to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to promptly pay on after demand all reasonable costs and expenses of AgentLender and KeyBank, includingand all Related Expenses, including but not limited to, to (a) syndication, administration, travel and reasonable out-of-pocket expenses, including but not limited to reasonable attorneys’ ' fees and expenses, of Agent Lender and KeyBank in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent Lender and KeyBank in connection with the administration of this Agreement, the Loan Documents Notes and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for AgentLender and KeyBank, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand , and (d) all costs and expenses of Agent and the Banksexpenses, including reasonable attorneys’ ' fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other similar taxes (but not including any tax on the overall net income or profits of Lender or KeyBank) and fees payable or determined to be payable in connection with the execution and delivery of the any Loan Documents to which such Borrower is a partyDocument, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent Lender and each Bank KeyBank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. Nordson Borrower agrees to pay on demand all reasonable costs and expenses of AgentAgent and all Related Expenses, including, but not limited to, (a) reasonable syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ ' fees and expenses, of Agent and Co-Lead Arranger in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) reasonable extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all reasonable costs and expenses of Agent and the BanksLenders, including reasonable attorneys’ ' fees, in connection with the restructuring or enforcement of the Debt owing by such BorrowerDebt, this Agreement or any Related Writing. In addition, Each Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents to which such Borrower is a partyDocuments, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes or fees. All obligations provided for in this Section 10.05 shall survive any termination of this Agreement.