Common use of Prepayment Fees Clause in Contracts

Prepayment Fees. (i) Prepayments of Base Rate Loans shall be without any premium or penalty; (ii) In any case of prepayment (or, any assignment pursuant to Section 2.07(b)(iii) or Section 3.09(ii)) of a Fixed Rate Loan (whether pursuant to Section 2.05(a), Section 2.07(b) or otherwise), Borrowers agree that if the reinvestment rate with respect to Eurodollars or the Alternate Currency, as the case may be, of such Fixed Rate Loan, as quoted by the money desk of Agent (the “Reinvestment Rate”), shall be lower than the Adjusted LIBOR Rate applicable to the Fixed Rate Loan that is intended to be prepaid (hereinafter, “Last LIBOR”), then the appropriate Borrower shall, upon written notice from Agent, promptly pay to Agent, for the account of each Bank, in immediately available funds, a prepayment fee equal to the product of (A) a rate (the “Prepayment Rate”) which shall be equal to the difference between the Last LIBOR and the Reinvestment Rate, times (B) the prepayment principal amount of the Fixed Rate Loan that is to be prepaid, times (C) (1) the number of days remaining in the Interest Period of the Fixed Rate Loan that is to be prepaid divided by (2) three hundred sixty (360) (or 365/366 days, as applicable, in the case of any Fixed Rate Loan denominated in Pounds Sterling) but no additional premium or penalty shall apply. In addition, such Borrower shall immediately pay directly to Agent, for the account of the Banks, the amount of any additional costs or expenses (including, without limitation, cost of telex, wires, or cables) incurred by Agent or the Banks in connection with the prepayment, upon such Borrower’s receipt of a written statement from Agent; and (iii) In the case of prepayment of a Swing Loan, Nordson agrees to pay to Agent, on demand, for any resulting loss, cost or expense of Agent as a result thereof, including, without limitation, any loss incurred in obtaining, liquidating or employing deposits.

Prepayment Fees. (i) Prepayments of Base Rate Loans shall be without any premium or penalty; (ii) In any case of prepayment (or, any assignment pursuant to Section 2.07(b)(iii) or Section 3.09(ii)3.09) of a Fixed Rate Loan (whether pursuant to Section 2.05(a)Eurodollar Loan, Section 2.07(b) or otherwise), Borrowers agree Borrower agrees that if the reinvestment rate with respect to Eurodollars or the Alternate Currency, as the case may be, amount of such Fixed Rate Eurodollar Loan, as quoted by the money desk of Agent (the “Reinvestment Rate”), shall be lower than the Adjusted LIBOR Rate applicable to the Fixed Rate Eurodollar Loan that is intended to be prepaid (hereinafter, “Last LIBOR”), then the appropriate Borrower shall, upon written notice from Agent, promptly pay to Agent, for the account of each BankLender, in immediately available funds, a prepayment fee equal to the product of (A) a rate (the “Prepayment Rate”) which shall be equal to the difference between the Last LIBOR and the Reinvestment Rate, times (B) the prepayment principal amount of the Fixed Rate Eurodollar Loan that is to be prepaid, times (C) (1) the number of days remaining in the Interest Period of the Fixed Rate Eurodollar Loan that is to be prepaid divided by (2) three hundred sixty (360) (or 365/366 days, as applicable, in the case of any Fixed Rate Loan denominated in Pounds Sterling) but no additional premium or penalty shall apply. In addition, such Borrower shall immediately pay directly to Agent, for the account of the BanksLenders, the amount of any additional costs or expenses (including, without limitation, cost of telex, wires, or cables) incurred by Agent or the Banks Lenders in connection with the prepayment, upon such Borrower’s receipt of a written statement from Agent; and (iii) In the case of prepayment of a Swing Loan, Nordson agrees to pay to Agent, on demand, for any resulting loss, cost or expense of Agent as a result thereof, including, without limitation, any loss incurred in obtaining, liquidating or employing deposits.

Prepayment Fees. (i) Prepayments of Base Rate Loans shall be without any premium or penalty; (ii) In any case of prepayment (or, any assignment pursuant to Section 2.07(b)(iii) or Section 3.09(ii)) of a Fixed Rate Loan (whether pursuant to Section 2.05(a), Section 2.07(b) or otherwise)Loan, Borrowers agree that if the reinvestment rate with respect to Eurodollars or the Alternate Currency, as the case may be, of such Fixed Rate Loan, as quoted by the money desk of Agent (the “Reinvestment Rate”), shall be lower than the Adjusted LIBOR Rate applicable to the Fixed Rate Loan that is intended to be prepaid (hereinafter, “Last LIBOR”), then the appropriate Borrower shall, upon written notice from Agent, promptly pay to Agent, for the account of each Bank, in immediately available funds, a prepayment fee equal to the product of (A) a rate (the “Prepayment Rate”) which shall be equal to the difference between the Last LIBOR and the Reinvestment Rate, times (B) the prepayment principal amount of the Fixed Rate Loan that is to be prepaid, times (C) (1) the number of days remaining in the Interest Period of the Fixed Rate Loan that is to be prepaid divided by (2) three hundred sixty (360) (or 365/366 days, as applicable, in the case of any Fixed Rate Loan denominated in Pounds Sterling) but no additional premium or penalty shall apply). In addition, such Borrower shall immediately pay directly to Agent, for the account of the Banks, the amount of any additional costs or expenses (including, without limitation, cost of telex, wires, or cables) incurred by Agent or the Banks in connection with the prepayment, upon such Borrower’s receipt of a written statement from Agent; and (iii) In the case of prepayment of a Swing Loan, Nordson agrees to pay to Agent, on demand, for any resulting loss, cost or expense of Agent as a result thereof, including, without limitation, any loss incurred in obtaining, liquidating or employing deposits.

Prepayment Fees. (iA) Prepayments If U.S. Borrower terminates the Revolving Credit Commitment on or prior to the date that is three (3) years from the Closing Date, then U.S. Borrower shall pay a prepayment fee to Agent, for the pro rata benefit of Base Rate Loans the Banks, in an amount equal to two percent (2%) times the Maximum Revolving Credit Commitment Amount, or (B) if U.S. Borrower terminates the Term Loan Commitment on or prior to the date that is three (3) years from the Closing Date, then U.S. Borrower shall be without pay a prepayment fee to Agent, for the pro rata benefit of the Banks, in an amount equal to two percent (2%) times the Maximum Term Loan Commitment Amount; provided, however, that so long as Agent remains Agent under any premium or penaltyreplacement credit facility, then the prepayment fees set forth in this Section 2.6(b)(i) shall not apply; (ii) In Without limiting anything else herein, in any case of prepayment (or, any assignment pursuant to Section 2.07(b)(iii) or Section 3.09(ii)) of a Fixed Rate Loan (whether pursuant to Section 2.05(a)Eurodollar Loan, Section 2.07(b) or otherwise), Borrowers agree U.S. Borrower agrees that if the reinvestment rate with respect to Eurodollars or the Alternate Currency, as the case may be, of such Fixed Rate Loanrate, as quoted by the money desk of Agent (the “"Reinvestment Rate”"), shall be lower than the Adjusted LIBOR Eurodollar Rate applicable to the Fixed Rate Eurodollar Loan that is intended to be prepaid (hereinafter, “"Last LIBOR”Eurodollar"), then the appropriate U.S. Borrower shall, upon written notice from by Agent, promptly pay to Agent, for the account benefit of each Bankthe Banks, in immediately available funds, a prepayment fee equal to the product of (A) a rate (the “"Prepayment Rate”") which shall be equal to the difference between the Last LIBOR Eurodollar and the Reinvestment Rate, times (B) the prepayment principal amount of the Fixed Rate Eurodollar Loan that is to be prepaid, times (C) (1i) the number of days remaining in the Interest Period of the Fixed Rate Eurodollar Loan that is to be prepaid divided by (2ii) three hundred sixty (360) (or 365/366 days, as applicable, in the case of any Fixed Rate Loan denominated in Pounds Sterling) but no additional premium or penalty shall apply). In addition, such U.S. Borrower shall immediately pay directly to Agent, for the account of the Banks, the amount of any additional costs or expenses (including, without limitation, cost reasonable or standard costs of telex, wires, or cables) incurred by Agent or the Banks in connection with the prepayment, upon such U.S. Borrower’s 's receipt of a written statement from Agent; and; (iii) In Without limiting anything else herein, in the case of prepayment of a Swing Canadian Fixed Rate Loan, Nordson agrees Canadian Borrowers agree that if the reinvestment rate for CAD funds, as quoted by the money desk of Agent ("CAD Reinvestment Rate"), shall be lower than the Canadian Domestic Rate applicable to the Canadian Fixed Rate Loan that is intended to be prepaid (hereinafter, "Last CAD Rate"), then Canadian Borrowers shall, upon written notice by Agent, promptly pay to Agent, on demandAgent at the appropriate Designated Lending Office, for any resulting lossthe benefit of the Canadian Banks, cost or expense in immediately available funds, a prepayment fee equal to the product of Agent as (A) a result thereofrate (the "Prepayment Rate") which shall be equal to the difference between the Last CAD Rate and the CAD Reinvestment Rate, includingtimes (B) the principal amount of the Canadian Fixed Rate Loan that is to be prepaid, without limitation, any loss incurred in obtaining, liquidating or employing deposits.times (C) (1) the

Prepayment Fees. (i) Prepayments of Base Rate Loans shall be without any premium or penalty; (ii) In any case of prepayment (or, any assignment pursuant to Section 2.07(b)(iii) or Section 3.09(ii)) of a Fixed Rate Loan (whether pursuant to Section 2.05(a)Loan, Section 2.07(b) or otherwise), Borrowers agree Borrower agrees that if the reinvestment rate with respect to Eurodollars or the Alternate Currency, as the case may be, of such Fixed Rate Loan, as quoted by the money desk of Agent (the “Reinvestment Rate”), shall be lower than the Adjusted LIBOR Rate applicable to the Fixed Rate Loan that is intended to be prepaid (hereinafter, “Last LIBOR”), then the appropriate Borrower shall, upon written notice from Agent, promptly pay to Agent, for the account of each Bank, in immediately available funds, a prepayment fee equal to the product of (A) a rate (the “Prepayment Rate”) which shall be equal to the difference between the Last LIBOR and the Reinvestment Rate, times (B) the prepayment principal amount of the Fixed Rate Loan that is to be prepaid, times (C) (1) the number of days remaining in the Interest Period of the Fixed Rate Loan that is to be prepaid divided by (2) three hundred sixty (360) (or 365/366 days, as applicable, in the case of any Fixed Rate Loan denominated in Pounds Sterling) but no additional premium or penalty shall apply). In addition, such Borrower shall immediately pay directly to Agent, for the account of the Banks, the amount of any additional costs or expenses (including, without limitation, cost of telex, wires, or cables) incurred by Agent or the Banks in connection with the prepayment, upon such Borrower’s receipt of a written statement from Agent; and (iii) In the case of prepayment of a Swing Loan, Nordson Borrower agrees to pay to Agent, on demand, for any resulting loss, cost or expense of Agent as a result thereof, including, without limitation, any loss incurred in obtaining, liquidating or employing deposits.

Prepayment Fees. (a) Subject to paragraphs (b) and (c) below, if all or part of any Loans under the Relevant Additional Facility (as defined below) is voluntarily prepaid pursuant to Clause 8.3 (Voluntary prepayment) or mandatorily prepaid in connection with a Change of Control (each such prepaid Loan, a "Relevant Loan"): (i) Prepayments of Base Rate Loans shall be without any premium on or penalty; (ii) In any case of prepayment (or, any assignment pursuant to Section 2.07(b)(iii) or Section 3.09(ii)) of a Fixed Rate Loan (whether pursuant to Section 2.05(a), Section 2.07(b) or otherwise), Borrowers agree that if after the reinvestment rate with respect to Eurodollars or Utilisation Date for the Alternate Currency, as first Utilisation under the case may be, of such Fixed Rate Loan, as quoted by the money desk of Agent Additional Facility established on 18 December 2023 (the “Reinvestment Rate”)"Additional Facility Utilisation Date" and the Additional Facility established thereunder being, shall be lower than the Adjusted LIBOR Rate applicable "Relevant Additional Facility") but prior to (and excluding) the Fixed Rate Loan that is intended to be prepaid date falling 12 Months after the Additional Facility Utilisation Date (hereinafter, “Last LIBOR”the First Call Date), then the appropriate Borrower shall, upon written notice from Agent, promptly Company shall pay to Agent, for (or procure the account of each Bank, in immediately available funds, payment of) a prepayment fee equal to the product Make Whole Premium on the amounts of the Relevant Loan; (Aii) on or after the First Call Date but prior to (and excluding) the date falling 24 Months after the Additional Facility Utilisation Date, then the Company shall pay (or procure the payment of) a rate prepayment fee equal to one per cent. (1.00%) of the “Prepayment Rate”principal amount so prepaid of such Relevant Loan; or (iii) which on and from the date falling 24 Months after the Additional Facility Utilisation Date, then no prepayment fee shall be equal payable pursuant to this Clause 14.5. (b) Any prepayment fee payable pursuant to paragraphs (a)(i) to (a)(ii) above shall be paid: (i) to the difference between Agent on or before the Last LIBOR and the Reinvestment Rate, times applicable Prepayment Date; (Bii) the prepayment principal amount of the Fixed Rate Loan that is to be prepaid, times (C) (1) the number of days remaining in the Interest Period of the Fixed Rate Loan that is to be prepaid divided by (2) three hundred sixty (360) (or 365/366 days, as applicable, in the case of any Fixed Rate Loan denominated in Pounds Sterling) but no additional premium or penalty shall apply. In addition, such Borrower shall immediately pay directly to Agent, for the account of the Banks, Lenders under the amount of any additional costs or expenses (including, without limitation, cost of telex, wires, or cables) incurred by Agent or Relevant Loan pro rata to their participation in the Banks in connection with applicable Relevant Loan subject to such prepayment on the prepayment, upon such Borrower’s receipt of a written statement from Agentapplicable Prepayment Date; and (iii) In in the case currency in which the applicable Relevant Loan is denominated. (c) Notwithstanding paragraph (a) above, no prepayment fee shall be payable pursuant to paragraphs (a)(i) to (a)(ii) above in respect of prepayment prepayments of a Swing Loanany Relevant Loan made from Excess Cash Flow (an "Excess Cashflow Exception"), Nordson agrees to pay to Agent, on demand, for any resulting loss, cost provided that the aggregate amount over the life of the Facilities of all Excess Cashflow Exceptions does not exceed (or expense of Agent will not as a result thereofof such prepayment, including, without limitation, any loss incurred in obtaining, liquidating or employing depositsexceed) the Maximum Aggregate ECF Exception Amount. (d) For the purpose of this Clause 14.5:

Prepayment Fees. (i) Prepayments of Base Rate Loans shall be without any premium or penalty; (ii) In any case of prepayment (or, any assignment pursuant to Section 2.07(b)(iii) or Section 3.09(ii)) of a Fixed Rate Eurodollar Loan, Alternate Currency Loan (whether pursuant to Section 2.05(a)or Foreign Borrower Alternate Currency Loan, Section 2.07(b) or otherwise), Borrowers agree the appropriate Borrower agrees that if the reinvestment rate with respect to Eurodollars eurodollars or the Alternate Currency, as the case may be, of such Fixed Rate Loan, as quoted by the money desk of Agent (the “"Reinvestment Rate”"), shall be lower than the Adjusted LIBOR Rate applicable to the Fixed Rate such Loan that is intended to be prepaid (hereinafter, “"Last LIBOR”"), then the appropriate Borrower shall, upon written notice from Agent, promptly pay to Agent, for the account of each Bank, in immediately available funds, a prepayment fee equal to the product of (A) a rate (the “"Prepayment Rate”") which shall be equal to the difference between the Last LIBOR and the Reinvestment Rate, times (B) the prepayment principal amount of the Fixed Rate Loan that is to be prepaid, times (C) (1) the number of days remaining in the Interest Period of the Fixed Rate Loan that is to be prepaid divided by (2) three hundred sixty (360) (or 365/366 days, as applicable, in the case of any Fixed Rate Loan denominated in Pounds Sterling) but no additional premium or penalty shall apply). In addition, such Borrower shall immediately pay directly to Agent, for the account of the Banks, the amount of any additional costs or expenses (including, without limitation, cost of telex, wires, or cables) incurred by Agent or any of the Banks in connection with the prepayment, upon such Borrower’s 's receipt of a written statement from Agent; and (iii) In the any case of prepayment of a Swing Competitive Bid Loan, Nordson agrees to ASI shall pay to Agent, on demand, for any resulting loss, cost or expense of Agent the appropriate Bank such amounts as a result thereof, including, without limitation, any loss incurred in obtaining, liquidating or employing depositsmay be due to such Bank pursuant to Section 3.4 hereof.