Common use of Amendments; Consents Clause in Contracts

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension of the Commitment Period, the maturity of any Loan, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or Payment except for the Nordson Guaranty, except release of a Guarantor of Payment in connection with a transaction expressly permitted pursuant to Section 5.07 hereofthis Agreement, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank Section 10.12 hereof may not be increased amended without the prior written consent of such any Designating Bank, as defined in Section 10.12 hereof, affected thereby. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (b) the extension of maturity of the Commitment PeriodLoans, the maturity of any Loan, the scheduled payment date of principal or interest or principal thereunder (other than with respect theretoto a mandatory prepayment under Section 2.7), or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers or any Credit Party to the Banks Lenders hereunder, (d) any change in any Section 2.3(b) hereof, the percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) except as provided in Section 10.14 hereof, the release of any Guarantor of PaymentPayment or all or substantially all of the Collateral, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 11.3 or Section 8.04 9.5 hereof. In addition, (g) any amendment to the definition of Revolving Credit Commitment or any defined term used therein, or (h) any amendment to this Agreement that would cause a Lender to be obligated to make Revolving Loans in excess of its share of the Revolving Commitment of any Bank may not be increased without the prior written consent of such BankCredit Commitment. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately promptly be forwarded by Agent Borrowers to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiverFor purposes of this Section 11.3, amendment or modification requiring the consent of all Banks or each affected Bank with respect to any Lender which affects such Defaulting Bank differently than other affected Banks shall require the consent makes a non-pro rata assignment as contemplated by Section 11.10(b)(ii) hereof, any Approved Fund of such Defaulting BankLender or any Affiliate of such Lender that becomes bound by this Agreement by virtue of such a non-pro rata assignment shall, by becoming so bound, be deemed to have irrevocably appointed such Lender as such Person’s agent for purposes of signing any amendment, modification or termination of, or any waiver or consent under or in connection with this Agreement or any other Related Writing, and such Person shall have no right individually to approve any such amendment, modification, termination, waiver or consent. Each such Lender, by becoming bound by this Agreement, shall be deemed to have irrevocably accepted its appointment as agent for such purposes, and each Lender agrees to exercise all powers of such Lender in its capacity as agent of such Person in a manner that is consistent with the manner in which such Lender exercises its individual rights under this Agreement and the other Related Writings.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Majority Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything Notwithstanding the foregoing provision to the contrary, the consent of the holders of eighty-one percent (81%) of the amount of the Commitment, or, if there is borrowing hereunder, the holders of eighty one percent (81%) of the amount of the Notes, shall be required with respect to Section 5.7 hereof. Furthermore, anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of commitment or other fees or amounts payable hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, any collateral or any other security for the Debt (if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof), or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.4 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes or of the Guaranty, nor any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks, the Super Majority Banks or all of the Banks, as appropriate, under this Section 13.02, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous Unanimous consent of the Banks Banks, or, if there is any borrowing hereunder, the holders of one hundred percent (100%) (by outstanding principal amount) of the Notes (excluding the Swing Line Notes), shall be required with respect to (a) an increase in any Commitment, an increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofMaximum Swing Line Amount, (b) the extension of the Commitment Period, the maturity of any Loan, the Notes (other than the Swing Line Notes) or the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunderthereunder, (cb) any reduction in the rate of interest on the LoansNotes (other than the Swing Line Notes), or in any amount of principal or interest due on any Loan, Note (other than the Swing Line Notes) or any reduction in the amount of fees or other amounts due to the Banks (or any of them) hereunder or under the Related Writings or any change in the manner of pro Pro rata application of any payments payment made by Borrowers the Borrower to the Banks hereunder, or any change in amortization schedules, or in the manner of calculating fees or prepayment penalties, (dc) any change in any percentage voting requirement, voting rights or the Required Banks definition requirements in this Agreement, (ed) the release of any Guarantor all of Payment, if anythe value of the Guaranty, or any material amendment or modification thereto, or any other guarantee in favor of the Nordson GuarantyBanks, except provided, that only the consent of the Required Banks will be required to increase the outstanding and unredeemed principal amount of Indebtedness that may be incurred by the Parent under the Indenture and to modify the provisions of, and definitions in connection with a transaction permitted pursuant the Guaranty related thereto, (e) any amendment to the definitions of Required Banks, Super Majority Banks or Reference Banks set forth herein or to this Section 5.07 hereof13.02, or (f) any material amendment to this any representation, warranty, covenant, Possible Default, Event of Default or remedy provided herein or under any Related Writing. The consent of the holders of eighty percent (80%) (by outstanding principal amount) of the Notes (excluding the Swing Line Notes) (the “Super Majority Banks”) shall be required for any amendments, modifications or other changes to Section 10.03 8.13 hereof or Section 8.04 hereof. In addition, 9.14 of the Revolving Commitment of any Bank may not be increased without the prior written consent of such BankGuaranty. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by the Agent to all Banks, provided, that, notwithstanding anything contained herein to the contrary, the Agent and the Swing Line Lenders shall have the right to decrease the interest rate on the Swing Loans, extend the maturity of payments on the Swing Loans for ten (10) days beyond the applicable Swing Loan Maturity Date and decrease the amount of payments on the Swing Loans, without the consent of any other Banks, other than the other Swing Line Lender and any Bank that has purchased a participation in such Swing Loans pursuant to Section 2.07(c) hereof. Each Swing Line Lender must consent to any increase in the Maximum Swing Line Amount. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this SectionSection 13.02, regardless of its failure to agree thereto. Any waiverBy its signature hereto, amendment or modification requiring each Bank consents to the consent terms and provisions of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent Amended and Restated Guaranty, dated as of such Defaulting Bankthe date hereof, and issued by the Parent to the Banks, the Agents, and the Co-Documentation Agents.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Majority Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document this Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Majority Lenders (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ); provided, however, that the contrary notwithstanding, unanimous consent of the Banks all Lenders shall be required with respect to any amendment, modification, termination, or waiver which would effect (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (bi) the extension of the Commitment Period, the maturity of any LoanNote, or of the payment date of interest interest, principal and/or fees thereunder or principal with respect theretohereunder, or the payment date of facility or other fees or amounts payable hereunder, (cii) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any Loan, Note or any reduction in the rate or amount of fees hereunder payable pursuant to Section 3.4, or any change in the manner of pro rata application of any payments made by the Borrowers to the Banks Lenders hereunder, or (diii) any change in any percentage voting requirement, voting rights or the Required Banks definition requirement in this Agreement, or (eiv) any change in the dollar amount or percentage of the Lenders' Commitments or any Lender's Commitment (provided that this clause shall not be construed to limit the right of the Borrowers to reduce the Total Commitment Amount pursuant and subject to the provisions of Section 3.2, above), or (v) any change in amount or timing of any fees payable under this Agreement, or (vi) any release of any Guarantor portion of Paymentcollateral, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereofany release of any Borrower from its obligations under Article 5, or (fvii) any amendment change in any provision of this Agreement which requires all of the Lenders to take any action under such provision or (viii) any change in Section 12.4, Article 14 or this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.15.1

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement or of the Notes or of the Guaranty, nor any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks, the Super Majority Banks or all of the Banks, as appropriate, under this Section 13.02, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous Unanimous consent of the Banks Banks, or, if there is any borrowing hereunder, the holders of one hundred percent (100%) (by outstanding principal amount) of the Notes (excluding the Swing Line Notes), shall be required with respect to (a) an increase in any Commitment, an increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofMaximum Swing Line Amount, (b) the extension of the Commitment Period, the maturity of any Loan, the Notes (other than the Swing Line Notes) or the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunderthereunder, (cb) any reduction in the rate of interest on the LoansNotes (other than the Swing Line Notes), or in any amount of principal or interest due on any Loan, Note (other than the Swing Line Notes) or any reduction in the amount of fees or other amounts due to the Banks (or any of them) hereunder or under the Related Writings or any change in the manner of pro Pro rata application of any payments payment made by Borrowers the Borrower to the Banks hereunder, or any change in amortization schedules, or in the manner of calculating fees or prepayment penalties, (dc) any change in any percentage voting requirement, voting rights or the Required Banks definition requirements in this Agreement, (ed) the release of any Guarantor all of Payment, if anythe value of the Guaranty, or any material amendment or modification thereto, or any other guarantee in favor of the Nordson GuarantyBanks, except provided, that only the consent of the Required Banks will be required to increase the outstanding and unredeemed principal amount of Indebtedness that may be incurred by the Parent under the Indenture and to modify the provisions of, and definitions in connection with a transaction permitted pursuant the Guaranty related thereto, (e) any amendment to the definitions of Required Banks, Super Majority Banks or Reference Banks set forth herein or to this Section 5.07 hereof13.02, or (f) any material amendment to this any representation, warranty, covenant, Possible Default, Event of Default or remedy provided herein or under any Related Writing. The consent of the holders of eighty percent (80%) (by outstanding principal amount) of the Notes (excluding the Swing Line Notes) (the “Super Majority Banks”) shall be required for any amendments, modifications or other changes to Section 10.03 8.13 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.9.14

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Commitment Amount hereunder (except as specified in accordance with Section 2.07(b2.9(b) hereof), (b) the extension of the Commitment Period, the maturity of any Loanthe Loans, the payment date of interest or any scheduled principal with respect theretopayment, or the payment date of facility or other payment of commitment fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansLoans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of interest or scheduled principal or interest due on any Loan, or any reduction in the amount payment of commitment fees hereunder or hereunder, (d) any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks Lenders hereunder, (de) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (ef) the release of any Guarantor of Payment, if any, Payment or material amount of Collateral securing the Nordson GuarantyObligations, except as contemplated in connection with a transaction Section 9.8 hereof and as otherwise permitted pursuant to Section 5.07 hereofunder this Agreement (including without limitation, releases which occur automatically and without any additional consent by Agent or any Lender), or (fg) any amendment to this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Agent to all Banksof the Lenders. Each Bank Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Majority Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunderhereunder (provided that this clause (c) shall not apply to any waiver of the application of the Default Rate), (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or Payment except for the Nordson Guaranty, except release of a Guarantor of Payment in connection with a transaction expressly permitted pursuant to Section 5.07 hereofthis Agreement, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this SectionSection 10.3, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and, in the case of amendments or modifications, Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Commitment Amount hereunder (except as specified in accordance with Section 2.07(b2.9(b) hereof), (b) the extension of the Commitment Period, the maturity of any Loanthe Loans, the payment date of interest or principal with respect theretothereunder, or the payment date of facility facility, utilization or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansLoans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of principal or interest due on any Loan, or any reduction in the amount payment of facility, utilization or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or Payment other than any release permitted by the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 terms hereof, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Agent to all Banksof the Lenders. Each Bank Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No Except for actions expressly permitted to be taken by Agent, no amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) except in connection with an increase of the Revolving Credit Commitment pursuant to Section 2.5(b), any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (b) the extension of maturity of the Commitment PeriodLoans, the maturity of any Loan, the scheduled payment date of principal or interest or principal thereunder (other than with respect theretoto a mandatory prepayment under Section 2.7), or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers or any Credit Party to the Banks Lenders hereunder, (d) any change in any Section 2.3(b) hereof, the percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) except as provided in Section 10.14 hereof, the release of any Guarantor of PaymentPayment or all or substantially all of the Collateral, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 11.3 or Section 8.04 9.5 hereof. In addition, (g) any amendment to the definition of Revolving Credit Commitment or any defined term used therein, or (h) any amendment to this Agreement that would cause a Lender to be obligated to make Revolving Loans in excess of its share of the Revolving Commitment of any Bank may not be increased without the prior written consent of such BankCredit Commitment. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately promptly be forwarded by Agent Borrowers to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiverFor purposes of this Section 11.3, amendment or modification requiring the consent of all Banks or each affected Bank with respect to any Lender which affects such Defaulting Bank differently than other affected Banks shall require the consent makes a non-pro rata assignment as contemplated by Section 11.10(b)(ii) hereof, any Approved Fund of such Defaulting BankLender or any Affiliate of such Lender that becomes bound by this Agreement by virtue of such a non-pro rata assignment shall, by becoming so bound, be deemed to have irrevocably appointed such Lender as such Person’s agent for purposes of signing any amendment, modification or termination of, or any waiver or consent under or in connection with this Agreement or any other Related Writing, and such Person shall have no right individually to approve any such amendment, modification, termination, waiver or consent. Each such Lender, by becoming bound by this Agreement, shall be deemed to have irrevocably accepted its appointment as agent for such purposes, and each Lender agrees to exercise all powers of such Lender in its capacity as agent of such Person in a manner that is consistent with the manner in which such Lender exercises its individual rights under this Agreement and the other Related Writings.

Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Agent and the Lenders or Required Banks Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no amendment, modification, termination or waiver shall increase the amount of any Commitment of any Lender without the written consent of such Lender or increase the total Commitment without the consent of all of the Lenders, and the unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension or postponement of the Commitment Period, Revolving Credit Maturity Date or the maturity of any LoanTerm Loan Maturity Date, the payment date dates of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (cb) any reduction in the rate of interest on the LoansNotes, or in any amount amounts of principal or interest due on any LoanNote or the payment of facility or other fees hereunder, (c) any change to Section 2.5 or any reduction other section of this Agreement in a manner that would alter the amount pro rata funding of fees hereunder each Loan or participation in Swingline Loans or Letters of Credit, any change in the manner of pro rata application of any payments made by Borrowers the Borrower to the Banks hereunderLenders hereunder or any change to the definition of Applicable Percentage, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) any amendment to Section 7.4 of this Agreement, (f) the release of the Borrower or any Guarantor, (g) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereofmaterial Collateral other than as provided below, or (fh) any amendment to this Section 10.03 9.14 or to Section 8.04 hereof. In addition9.16 of this Agreement; provided, however, only the consent of the Required Lenders shall be required for a waiver involving (i) the applicability of any post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any other amendment hereunder or under the other Loan Documents which does not specifically require unanimous consent of the Lenders; provided, further that no such document shall amend, modify or otherwise affect the rights or duties of the Agent, the Revolving Commitment of any Issuing Bank may not be increased or the Swingline Lender without the prior written consent of such the Agent, the Issuing Bank or the Swingline Lender, as the case may be, and any change to Section 2.15 shall require the consent of each of the Agent, the Swingline Lender and the Issuing Bank. Notice of amendments or consents ratified by the Banks Required Lenders hereunder shall immediately be forwarded by the Agent to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided below, a Defaulting Lender shall not be entitled to give instructions to the Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents, and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Liens granted to the Agent by the Borrower or any Guarantor on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any such Secured Obligations that are contingent in nature or unliquidated at such time), and the Cash Collateralization of all such contingent and unliquidated Secured Obligations in a manner satisfactory to the Agent, (ii) constituting property being sold or disposed of if the Borrower certifies to the Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary and such sale is permitted or approved under the terms of this Agreement, the Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to the Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agent and the Lenders pursuant to Article VII. Except as provided in the preceding sentence, the Agent will not release any Liens on any material Collateral without the prior written authorization of all Lenders. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon, or obligations of the Borrower or any Guarantor in respect of, all interests retained by the Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any amendment, waiver, modification or agreement which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than the Defaulting Lenders except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (ii) the principal amount of, or interest or fees payable on, Loans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, amendment or modification requiring the consent of all Banks Lenders or each affected Bank which Lender that by its terms affects such any Defaulting Bank differently Lender more adversely than other affected Banks Lenders shall require the consent of such Defaulting BankLender.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofCommitments hereunder, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks definition in this Agreement, (e) the release of any Borrower or Guarantor of Payment, if any, Payment or of any collateral in excess of Fifty Thousand Dollars ($50,000) securing the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereofDebt or any part thereof, or (f) any amendment to this Section 10.03 11.3 or Section 8.04 9.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all of the Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document this Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Majority Banks (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ); provided, however, that the contrary notwithstanding, unanimous consent of the all Banks shall be required with respect to any amendment, modification, termination, or waiver which would effect (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (bi) the extension of the Commitment Period, the maturity of any LoanNote, or of the payment date of interest interest, principal and/or fees thereunder or principal with respect theretohereunder, or the payment date of facility or other fees or amounts payable hereunder, (cii) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any Loan, Note or any reduction in the rate or amount of fees hereunder payable pursuant to Section 3.4, or any change in the manner of pro rata application of any payments made by Borrowers the Borrower to the Banks hereunder, or (diii) any change in any percentage voting requirement, voting rights or the Required Banks definition requirement in this Agreement, or (eiv) any change in the release dollar amount or percentage of the Banks' Commitments or any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereofBank's Commitment, or (fv) any amendment change in amount or timing of any fees payable under this Agreement, or (vi) any release of (A) any portion of the Collateral (other than assets permitted to be sold or otherwise transferred pursuant to the provisions of this Agreement or of the Security Document encumbering such assets) or (B) the Subsidiary Guarantors or any thereof from any obligation under any Guaranty of Payment or release the Borrower from its obligations under Article 5, or (vii) any change in any provision of this Agreement which requires all of the Banks to take any action under such provision or (viii) any change in Section 11.4, Article 13 or this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank14.1 itself. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent the Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Sectionsection, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous no such amendment, modification, termination, waiver or consent of the Banks shall may be required made with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofwithout the unanimous consent of all of the Lenders, (b) the extension of the Commitment PeriodFive Year Term Loan Maturity Date, the maturity of any LoanThree Year Term Loan Maturity Date or the Eighteen Month Term Loan Maturity Date, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunderhereunder or under any other Loan Document in each case without the consent of each Lender directly affected thereby, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or under any other Loan Document or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunderLenders hereunder in each case without the unanimous consent of all of the Lenders, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this AgreementAgreement in each case without the unanimous consent of all of the Lenders, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, without the unanimous consent of all of the Lenders or (f) any amendment to this Section 10.03 or Section 8.04 hereofhereof without the unanimous consent of all of the Lenders; provided that (i) no amendment, modification, termination, or waiver shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of the Agent under this Agreement or any other Loan Document and (ii) the Fee Letter may be amended, modified or rights or privileges thereunder waived, in a writing executed only by the parties thereto. In addition, the Revolving Commitment of any Bank Lender may not be increased without the prior written consent of such BankLender (even if such Lender is a Defaulting Lender). Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Agent to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which Lenders that by its terms affects such any Defaulting Bank differently than Lender disproportionately adversely relative to other affected Banks Lenders shall require the consent of such Defaulting BankLender.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Commitment Amount hereunder (except as specified in accordance with Section 2.07(b2.11(b) hereof), (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Agent to all Banksof the Lenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent Solely with respect to any variance therefromamendment pursuant to Section 13.1 of the Agreement, shall this Series Supplement and the Agreement may be effective unless the same shall be in writing and signed amended from time to time by the Required Banks Servicer, the Transferor and then such waiver or consent shall be effective only in the specific instance and for Trustee with the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of the Commitment PeriodInvested Amount of the Series 1997-1 Certificates and not less than 51% of the Class A Invested Amount to the extent that such Class would be adversely affected, for the maturity purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Series Supplement or the Agreement or of modifying in any manner the rights of the Certificateholders of any LoanClass of the Series 1997-1 Certificates then issued and outstanding; provided, however, that no such amendment under this Section 20 shall (i) reduce in any manner the payment date of interest or principal with respect theretoamount of, or delay the payment date of facility or other fees or amounts payable hereundertiming of, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due distributions which are required to be made on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent Investor Certificate of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring Class without the consent of all Banks of the related Investor Certificateholders; (ii) change the definition of or the manner of calculating the interest of any Investor Certificate of such Class without the consent of the related Investor Certificateholders or (iii) reduce the aforesaid percentage required to consent to any such amendment or reduce any percentage of the Invested Amount of the Series 1997-1 Certificates required to consent to any action hereunder if such percentage is greater than 66 2/3%, in each affected Bank case without the consent of all such Investor Certificateholders. The Transferor and the Series 1997-1 Certificateholders hereby agree that commencing on the Business Day upon which affects (i) the Series 1994-2 Certificates are no longer outstanding or (ii) the Series 1994-2 Certificates are no longer rated by the Rating Agency specified in the Series 1994-2 Supplement, for the Transferor to take any action which pursuant to the Agreement requires consent of any Rating Agency or satisfaction of any Rating Agency Condition or the confirmation of existing ratings by any Rating Agency but does not require Certificateholder consent, such Defaulting Bank differently action can only be taken by the Transferor upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than other affected Banks shall 51% of the Invested Amount of the Series 1997-1 Certificates. Prior to the occurrence of the events specified in (i) and (ii) above, the Transferor does not have to receive Series 1997-1 Certificateholder consent for any such actions except as specifically provided for herein (including the immediately preceeding paragraph) and in the Agreement; provided, however, for the Transferor to take any action which does not otherwise require the consent of the Series 1997-1 Certificateholders and which has received any required Rating Agency consent or with respect to which the Rating Agency has confirmed existing ratings but which will have a material adverse effect on the outstanding Series 1997- 1 Certificates and shall not have such Defaulting Banka material adverse effect on Series 1994-2, the Transferor can only take such action upon receiving written consent of the Holders of Investor Certificates evidencing Undivided Interests aggregating not less then 51% of the Invested Amount of the Series 1997-1 Certificates. The Transferor hereby agrees that it will not agree or consent to the sale or transfer of any interest in or portion of the Series 1994-1 Class D Certificates. The Transferor hereby agrees that it will not decrease the Discount Factor unless the Transferor shall have given notice to the Trustee, the Servicer and any Rating Agencies then rating the outstanding Class A Certificates or Class B Certificates at the request of the Transferor of such proposed reduction of the Discount Factor at least five Business Days prior to such reduction or if the Class A Certificates or Class B Certificates are not then rated it shall have received written consent of each Class A Certificateholder and Class B Certificateholder.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous no such amendment, modification, termination, waiver or consent of the Banks shall may be required made with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofCommitments without the unanimous consent of all of the Lenders, (b) the extension of the Commitment Period, the maturity of any LoanMaturity Date, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunderhereunder or under any other Loan Document in each case without the consent of each Lender directly affected thereby, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or under any other Loan Document or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunderLenders hereunder in each case without the unanimous consent of all of the Lenders, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this AgreementAgreement in each case without the unanimous consent of all of the Lenders, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, without the unanimous consent of all of the Lenders or (f) any amendment to this Section 10.03 or Section 8.04 hereofhereof without the unanimous consent of all of the Lenders; provided that (i) no amendment, modification, termination, or waiver shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of the Agent under this Agreement or any other Loan Document and (ii) the Fee Letter may be amended, modified or rights or privileges thereunder waived, in a writing executed only by the parties thereto. In addition, the Revolving Commitment of any Bank Lender may not be increased without the prior written consent of such BankLender (even if such Lender is a Defaulting Lender). Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Agent to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which Lenders that by its terms affects such any Defaulting Bank differently than Lender disproportionately adversely relative to other affected Banks Lenders shall require the consent of such Defaulting BankLender. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Agent on its behalf, and without further consent of any Lender (but with the consent of the Borrowers and the Agent), to amend and restate this Agreement and the other Loan Documents if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other Debt owing to it or accrued for its account under this Agreement and the other Loan Documents.

Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Agent and the Lenders or Required Banks Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no amendment, modification, termination or waiver shall increase the amount of any Commitment of any Lender without the written consent of such Lender or increase the total Commitment without the consent of all of the Lenders, and the unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension or postponement of the Commitment Period, the maturity of any LoanRevolving Credit Maturity Date, the payment date dates of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (cb) any reduction in the rate of interest on the LoansNotes, or in any amount amounts of principal or interest due on any LoanNote or the payment of facility or other fees hereunder, (c) any change to Section 2.5 or any reduction other section of this Agreement in a manner that would alter the amount pro rata funding of fees hereunder each Loan or participation in Swingline Loans or Letters of Credit, any change in the manner of pro rata application of any payments made by Borrowers the Borrower to the Banks hereunderLenders hereunder or any change to the definition of Applicable Percentage, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) any amendment to Section 7.4 of this Agreement, (f) the release of the Borrower or any Guarantor, (g) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereofmaterial Collateral other than as provided below, or (fh) any amendment to this Section 10.03 9.14 or to Section 8.04 hereof. In addition9.16 Exhibit 10.1 of this Agreement; provided, however, only the consent of the Required Lenders shall be required for a waiver involving (i) the applicability of any post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, or (ii) any other amendment hereunder or under the other Loan Documents which does not specifically require unanimous consent of the Lenders; provided, further that no such document shall amend, modify or otherwise affect the rights or duties of the Agent, the Revolving Commitment of any Issuing Bank may not be increased or the Swingline Lender without the prior written consent of such the Agent, the Issuing Bank or the Swingline Lender, as the case may be, and any change to Section 2.15 shall require the consent of each of the Agent, the Swingline Lender and the Issuing Bank. Notice of amendments or consents ratified by the Banks Required Lenders hereunder shall immediately be forwarded by the Agent to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided below, a Defaulting Lender shall not be entitled to give instructions to the Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents, and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Liens granted to the Agent by the Borrower or any Guarantor on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any such Secured Obligations that are contingent in nature or unliquidated at such time), and the Cash Collateralization of all such contingent and unliquidated Secured Obligations in a manner satisfactory to the Agent, (ii) constituting property being sold or disposed of if the Borrower certifies to the Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary and such sale is permitted or approved under the terms of this Agreement, the Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to the Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to affect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agent and the Lenders pursuant to Article VII. Except as provided in the preceding sentence, the Agent will not release any Liens on any material Collateral without the prior written authorization of all Lenders. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon, or obligations of the Borrower or any Guarantor in respect of, all interests retained by the Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any amendment, waiver, modification or agreement which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than the Defaulting Lenders except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (ii) the principal amount of, or interest or fees payable on, Loans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, amendment or modification requiring the consent of all Banks Lenders or each affected Bank which Lender that by its terms affects such any Defaulting Bank differently Lender more adversely than other affected Banks Lenders shall require the consent of such Defaulting BankLender.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension of the Commitment Period, the maturity of any Loan, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 5.09 hereof, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Lenders or Required Banks Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Lenders’ Commitment Amount hereunder except in accordance with Section 2.07(b) hereofor any part thereof, (b) the extension or postponement of the Commitment Period, the maturity of any LoanRevolving Credit Maturity Date, the payment date dates of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansRevolving Notes or Alternative Currency Notes, or in any amount amounts of principal or interest due on any LoanRevolving Note or Alternative Currency Note, or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers the Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except material Collateral other than in connection with a transaction permitted pursuant to Section 5.07 hereofPermitted Disposition which the Administrative Agent alone may release, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition10.14; provided, however, only the Revolving Commitment consent of the Required Lenders shall be required for a waiver involving (i) the applicability of any Bank may post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any other amendment hereunder or under the other Loan Documents which does not be increased without the prior written specifically require unanimous consent of such Bankthe Lenders. Notice of amendments or consents ratified by the Banks Required Lenders hereunder shall immediately be forwarded by the Administrative Agent to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiverA Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, amendment disapprove, consent to or modification requiring vote on any matters relating to this Agreement and the consent other Loan Documents. All amendments, waivers and other modifications of all Banks or each affected Bank which affects such this Agreement and the other Loan Documents may be made without regard to a Defaulting Bank differently than other affected Banks Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall require the consent of such Defaulting Bankbe deemed not to be a Lender and not to have any Revolving Credit Exposures and Unused Commitments.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Commitment Amount hereunder (except as specified in accordance with Section 2.07(b2.9(b) hereof), (b) the extension of the Commitment Period, the maturity of any Loanthe Loans, the payment date of interest or scheduled principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansLoans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3), or in any amount of scheduled principal or interest due on any Loan, or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks Lenders hereunder, (d) any change in the method for computing interest or fees on the Loans, (e) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (ef) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, Payment (except in connection with a merger, disposition or other transaction permitted pursuant to Section 5.07 hereofhereunder), or (fg) any amendment to this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Agent to all Banksof the Lenders. Each Bank Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Commitment Amount hereunder (except as specified in accordance with Section 2.07(b2.11(b) hereof), (b) the extension of the Commitment Period, the maturity of any Loanthe Debt, the payment date of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansDebt, or in any amount of principal of or interest due on any Loanthe Debt, or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Agent to all Banksof the Lenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Commitment Amount hereunder (except as specified in accordance with Section 2.07(b2.9(b) hereof), (b) the extension of the Commitment Period, the maturity of any Loanthe Loans, the payment date of interest or principal with respect theretothereunder, or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansLoans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of principal or interest due on any Loan, or any reduction in the amount payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, if any, Payment or material amount of Collateral securing the Nordson GuarantyObligations, except as contemplated in connection with a transaction Section 9.8 hereof and as otherwise permitted pursuant to Section 5.07 hereofunder this Agreement (including without limitation, releases which occur automatically and without any additional consent by Agent or any Lender), or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Agent to all Banksof the Lenders. Each Bank Lender or other holder of a Note (or interest on any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, or any change in the method for computing such interest or fees, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Paymentthe Debt, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.4 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiverIn addition, amendment or modification requiring Section 10.11 hereof may not be amended without the prior written consent of all Banks or each any Designating Bank, as defined in Section 10.11 hereof, affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bankthereby.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of PaymentPayment or of any Collateral or any other security for the Secured Debt, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant (f) any waiver to Section 5.07 4.14 hereof, or (fg) any amendment to this Section 10.03 11.3 or Section 8.04 9.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent Borrowers to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount aggregate amount of the Commitments hereunder except in accordance with Section 2.07(b) hereofor of the amount of any Bank's Commitment, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, Payment or of any collateral securing the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereofDebt or any part thereof, or (f) any amendment to this Section 10.03 9.3 or Section 8.04 8.4 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No Except as otherwise expressly set forth in this Agreement, no amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other party therefrom, may in any event be effective unless in writing signed by Agents with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document nor consent to any variance therefromwhich Borrower is a party, shall be effective unless the same shall be in writing and signed by Xxxxxxxx, and, in the Required Banks case of any amendment, modification or supplement to Section 13 or Section 14, signed by Administrative Agent or Security Agent, respectively), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything ; and, no amendment, modification, supplement, termination, waiver or consent may be effective: 12.16.1 to extend or increase any Commitment of any Lender without the written consent of such Lender (it being understood that a waiver or amendment of any condition precedent in Article 4 or the waiver of any Event of Default shall not constitute an extension or increase of any Commitment of any Lender); 12.16.2 to reduce the principal of, or rate of interest specified herein to on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document, without the contrary notwithstanding, unanimous written consent of each Lender directly and adversely affected thereby (provided that only the consent of the Banks Requisite Lenders shall be required with respect necessary (x) to amend the definition of “Default Rate” or to waive the obligation of Borrower to pay interest at the Default Rate or (ay) to amend any increase in financial covenant (or any defined term directly or indirectly used therein), even if the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension effect of the Commitment Period, the maturity of any Loan, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in such amendment would be to reduce the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank Loan or other holder of a Note shall be bound by Obligation under the Loan Documents or to reduce any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.fee payable hereunder);

Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Agent and the Lenders or Required Banks Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no amendment, modification, termination or waiver shall increase the amount of any Commitment of any Lender without the written consent of such Lender or increase the total Commitment without the consent of all of the Lenders, and the unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension or postponement of the Commitment Period, Revolving Credit Maturity Date or the maturity of any LoanTerm Loan Maturity Date, the payment date dates of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (cb) any reduction in the rate of interest on the LoansNotes, or in any amount amounts of principal or interest due on any Loan, Note or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers the Borrower to the Banks Lenders hereunder, (dc) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (ed) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except material Collateral other than in connection with a transaction permitted pursuant to Section 5.07 hereofPermitted Disposition which the Agent alone may release, or (fe) any amendment to this Section 10.03 or Section 8.04 hereof. In addition9.14; provided, however, only the Revolving Commitment consent of the Required Lenders shall be required for a waiver involving (i) the applicability of any Bank may post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any other amendment hereunder or under the other Loan Documents which does not be increased without the prior written specifically require unanimous consent of such Bankthe Lenders. Notice of amendments or consents ratified by the Banks Required Lenders hereunder shall immediately be forwarded by the Agent to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiverA Defaulting Lender shall not be entitled to give instructions to the Agent or to approve, amendment disapprove, consent to or modification requiring vote on any matters relating to this Agreement and the consent other Loan Documents. All amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall be deemed not to be a Lender and not to have any Revolving Credit Exposures, Term Credit Commitment and Unused Revolving Credit Commitment. A Defaulting Lender shall be deemed to have satisfied in full a default when and if, as a result of application of payments as provided in Section 2.15 of this Agreement, the Lenders’ respective pro rata shares of all Banks or each affected Bank which affects outstanding Loans and unpaid reimbursement obligations have returned to those in effect immediately prior to such Defaulting Bank differently than other affected Banks shall require default and without giving effect to the consent of nonpayment causing such Defaulting Bankdefault.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Majority Banks (except that Agent may consent to the release of any collateral or other property securing the Debt in an aggregate amount not to exceed a fair market value of One Million Dollars ($1,000,000) during any fiscal year of Borrower) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofamount of the Term Loan, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson GuarantyPledgor or, except as set forth in connection with a transaction permitted pursuant to the first sentence of this Section 5.07 hereof10.3, of any collateral securing the Debt or any part thereof, or (f) any amendment to the Intercreditor Agreement, this Section 10.03 10.3 or Section 8.04 8.4 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Xxxxxxxx and each of the Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Lenders or Required Banks Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks no such document shall be required with respect to (a) increase the Commitment of any increase in Lender hereunder or any part thereof without the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofwritten consent of such Lender, (b) extend or postpone the extension of the Commitment Period, the maturity of any LoanRevolving Credit Maturity Date, the payment date dates of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunderhereunder without the written consent of each Lender directly affected thereby, (c) any reduction in reduce the rate of interest on the LoansRevolving Notes or Alternative Currency Notes, or in any amount amounts of principal or interest due on any LoanRevolving Note or Alternative Currency Note, or any reduction in the amount payment of facility or other fees hereunder or make any change in the manner of pro rata application of any payments made by the Borrowers to the Banks hereunderLenders hereunder without the written consent of each Lender directly affected thereby, (d) any change in any percentage voting requirement, the voting rights rights, or the Required Banks Lenders definition in this AgreementAgreement without the written consent of each Lender, (e) release any material Collateral other than as provided below or release the release Company from its guaranty under Section 11.16 without the written consent of any Guarantor of Paymenteach Lender, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) make any amendment to this Section 10.03 10.14 without the written consent of each Lender, (g) change Section 2.15, without the written consent of each Lender other than any Defaulting Lender, (h) amend the definition of Alternative Currency without the consent of each Lender or (i) amend Section 8.04 hereof. In addition2.22(b) in a manner which eliminates or otherwise affects the condition precedent that no Lender shall have notified the Administrative Agent that it is unlawful for such Lender to make Loans to the Applicant Borrower, without the written consent of each Lender; provided, further that no such document shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Revolving Commitment of any Issuing Bank may not be increased or the Swingline Lender without the prior written consent of such the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, and any change to Section 2.15 shall require the consent of each of the Administrative Agent, the Swingline Lender and the Issuing Bank; provided, however, only the consent of the Required Lenders shall be required for a waiver involving (i) the applicability of any post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any other amendment hereunder or under the other Loan Documents which does not specifically require unanimous consent of the Lenders. Notice of amendments or consents ratified by the Banks Required Lenders hereunder shall immediately be forwarded by the Administrative Agent to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided otherwise below, a Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by any Borrower or any Guarantor on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any Secured Obligations that are contingent in nature or unliquidated at such time), and the cash collateralization of all such contingent and unliquidated Secured Obligations in a manner satisfactory to the Administrative Agent, (ii) constituting property being sold or disposed of if the Company certifies to the Administrative Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes all of the Equity Interests of a Subsidiary owned directly or indirectly by the Company and such sale is permitted or approved under the terms of this Agreement, the Administrative Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to a Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VIII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on any material Collateral without the prior written authorization of all Lenders. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon, or obligations of any Borrower or any Guarantor in respect of, all interests retained by any Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any amendment, waiver, modification or agreement which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than the Defaulting Lenders except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (ii) the principal amount of, or interest or fees payable on, Loans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, amendment or modification requiring the consent of all Banks Lenders or each affected Bank which Lender that by its terms affects such any Defaulting Bank differently Lender more adversely than other affected Banks Lenders shall require the consent of such Defaulting BankLender.

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by the Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Agent with the approval in writing of the Majority Lenders (and, in the case of amendments, modifications or supplements of or to any Loan Document nor consent to any variance therefromwhich the Borrower is a Party, shall be effective unless the same shall be approval in writing and signed by of the Required Banks Borrower), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided, unanimous consent of the Banks shall be required with respect to however, that (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension of the Commitment Period, the maturity of any Loan, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any no amendment, waiver or consent obtained shall, unless in writing and signed by all the Lenders (other than any Lender which is, at such time, a Defaulting Lender), do any of the following at any time: (i) change the percentage of the Revolving Commitments or of the aggregate unpaid principal amount of the Revolving Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document, (ii) permit the creation, incurrence, assumption or existence of any Lien on any item of Collateral to secure any obligations other than Obligations owing to the Lenders, the Issuing Banks (other than any Third Party Issuer), the LC Guarantor and the Agent under the Loan Documents and other than indebtedness owing to any other Person, provided that, in the case of any Lien on any item of Collateral to secure indebtedness owing to any other Person, the Majority Lenders shall otherwise permit the creation, incurrence, assumption or existence of such Lien and, to the extent not otherwise permitted under Section 8.8, of such indebtedness, or (iii) amend this Section 13.2, and (b) no amendment, waiver or consent shall, unless in writing and signed by the Majority Lenders and each Lender affected by such amendment, waiver or consent, (i) increase the Revolving 108 Commitments of such Lender or subject such Lender to any additional obligations, (ii) reduce the principal of, or interest on, the Revolving Notes held by such Lender or any fees or other amounts payable hereunder or under any other Loan Document to such Lender, (iii) postpone any date fixed for any payment of principal of, or interest on, the Revolving Notes held by such Lender or any fees or other amounts payable hereunder or under any other Loan Document to such Lender, or (iv) change the order of application or amount of any prepayment set forth in Section 5.2 in any manner that materially adversely affects such Lender; provided further that no amendment, waiver or consent shall, unless in writing and signed by each affected Issuing Bank or the LC Guarantor in addition to the Lenders required above to take such action, affect the rights or obligations of such Issuing Bank or the LC Guarantor, as authorized the case may be, under this Agreement or any other Loan Document; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Section, regardless of its failure to agree theretoAgreement or any Revolving Note or other Loan Document. Any waiveramendment, amendment modification, supplement, termination, waiver or modification requiring consent pursuant to this Section 13.2 shall apply equally to, and shall be binding upon, all of the consent Lenders, the Issuing Banks, the LC Guarantor and the Agent. Nothing contained in this Section 13.2 shall prohibit or prevent the Majority Lenders from agreeing with the Borrower to forbear in the exercise of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent remedies on account of such Defaulting Bankany Default.

Amendments; Consents. (a) No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that any amendment, modification, termination, or waiver of any provision of Section 2.02(c) shall also require the consent of all LC Issuers. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders affected thereby shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with as permitted by Section 2.07(b2.10(b) hereofof this Agreement, (b) the extension of the Commitment Period, the maturity of any Loanthe Loans, the payment date of interest or scheduled principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, if any, except in accordance with Section 5.19 hereof or for the Nordson Guaranty, except release of any Guarantor of Payment in connection with a transaction expressly permitted pursuant to Section 5.07 hereofthis Agreement, or (f) any amendment to this Section 10.03 or Section 8.04 8.05 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Agent Borrower to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiverNotwithstanding any of the foregoing, amendment this Agreement may be amended to extend the Commitment Period or modification requiring to provide for additional Commitments in the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bankmanner contemplated by Section 2.10(b) and without any additional consent.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document this Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Majority Banks (and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given). Anything herein to the contrary notwithstanding, unanimous Unanimous consent of the all Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (bi) the extension of the Commitment Period, the maturity of any Loan, the payment date of interest or principal with respect theretoNote, or the payment date of facility interest, principal and/or fees thereunder, or other fees or amounts payable hereunder, (cii) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by the Borrowers to the Banks hereunder, or (diii) any change in any percentage voting requirement, voting rights or the Required Banks definition requirement in this Agreement, or (eiv) any change in the release dollar amount or percentage of the Banks' Commitments or any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereofBank's Commitment, or (fv) any amendment change in amount or timing of any fees payable under this Agreement, or (vi) any release of the Guarantors of Payment or any thereof from any obligation of under any Guaranty of Payment or release the Borrowers from their obligations under Section 5.5, or (vii) any change in any provision of this Agreement which requires all of the Banks to take any action under such provision or (viii) any change in Section 11.4(b), 13.1, 13.2 or this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank14.1 itself. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent the Borrowers to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Sectionsection, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous no such amendment, modification, termination, waiver or consent of the Banks shall may be required made with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofwithout the unanimous consent of all of the Lenders, (b) the extension of the Commitment PeriodMarch 2024 Term Loan Maturity Date, the maturity of any LoanMarch 2020 Term Loan Maturity Date or the September 2022 Term Loan Maturity Date, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunderhereunder or under any other Loan Document in each case without the consent of each Lender directly affected thereby, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or under any other Loan Document or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunderLenders hereunder in each case without the unanimous consent of all of the Lenders, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this AgreementAgreement in each case without the unanimous consent of all of the Lenders, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, without the unanimous consent of all of the Lenders or (f) any amendment to this Section 10.03 or Section 8.04 hereofhereof without the unanimous consent of all of the Lenders; provided that (i) no amendment, modification, termination, or waiver shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of the Agent under this Agreement or any other Loan Document and (ii) the Effective Date Fee Letter may be amended, modified or rights or privileges thereunder waived, in a writing executed only by the parties thereto. In addition, the Revolving Commitment of any Bank Lender may not be increased without the prior written consent of such BankLender (even if such Lender is a Defaulting Lender). Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Agent to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which Lenders that by its terms affects such any Defaulting Bank differently than Lender disproportionately adversely relative to other affected Banks Lenders shall require the consent of such Defaulting BankLender.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b2.06(b) hereof, (b) the extension of the Commitment Period, the maturity of any Loan, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 5.12 hereof, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofCommitment, (b) the extension of the Commitment Period, the maturity of any Loanthe Loans, the payment date of interest or scheduled principal with respect theretothereunder, or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansLoans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate pursuant to this Section 10.3), or in any amount of scheduled principal or interest due on any Loan, or any reduction in the amount payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, if any, Payment or the Nordson Guaranty, pledge of Pledged Securities except in connection with a transaction as specifically permitted pursuant to Section 5.07 hereofhereunder, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.4 hereof. In addition; provided, however, that only the Revolving Commitment of any Bank may not be increased without the prior written consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such Bankamendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Agent to all Banksof the Lenders. Each Bank Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. (a) No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (ai) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (bii) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of principal and interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (ciii) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (div) any change in any percentage voting requirement, voting rights rights, or the Required Banks definition in this Agreement, (ev) the release of any Guarantor of Payment, if any, Payment or of any collateral securing any part of the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereofDebt, or (fvi) any amendment to this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent Borrowers to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.to this

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder hereunder, except in accordance with pursuant to Section 2.07(b2.8(c) hereof, (b) the extension of the Commitment Period, the maturity of any Loan, the payment date of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunderhereunder or the extension of the expiry date of any Letter of Credit beyond the last day of the Commitment Period, (c) any reduction in the rate of interest on the Loansany Loan, or in any amount of principal or interest due on with respect to any Loan, or any reduction in the amount payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks definition in this Agreement, (e) the release of any Borrower or Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent Borrowers to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunder, (d) any change in the method for computing interest or fees on the Notes, (e) any change in any percentage voting requirement, voting rights rights, or the Required Banks definition in this Agreement, (ef) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (fg) any amendment to this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiverIn addition, amendment or modification requiring Section 10.11 hereof may not be amended without the prior written consent of all Banks or each any Designating Bank, as defined in Section 10.11 hereof, affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bankthereby.

Amendments; Consents. No amendment, modification, termination, supplement or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, and no consent to any variance therefrom, departure by the Borrower or any Guarantor therefrom shall be effective unless the same shall be in writing and signed by Majority Lenders and the Required Banks Borrower or the respective Guarantors a party thereto and acknowledged by the Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by the contrary notwithstandingAgent and all Lenders, unanimous consent do any of the Banks shall be required with respect to following: (a) increase or extend any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, of any Lender; (b) the extension postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of the Commitment Periodprincipal, the maturity of any Loaninterest, the payment date of interest or principal with respect thereto, or the payment date of facility fees or other fees amounts due to Lenders (or amounts payable hereunder, any of them) hereunder or under any other Loan Document; (c) any reduction in reduce the principal of, or the rate of interest on the Loans, or in any amount of principal or interest due specified herein on any Loan, or any reduction in the amount of fees or other amounts payable hereunder or under any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, other Loan Document; (d) any change in any percentage voting requirement, voting rights or modify the Required Banks definition in this Agreement, of “Majority Lenders”; (e) the release of any Guarantor of Payment, if anyamend this Section 10.1, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, any provision herein providing for consent or other action by all Lenders; or (f) discharge any amendment to this Section 10.03 Guarantor, or Section 8.04 hereof. In addition, release all or a material portion of the Revolving Commitment of any Bank Collateral except as otherwise may not be increased without provided for herein or where the prior written consent of such Bank. Notice of amendments Majority Lenders only is specifically provided for herein or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any therein; provided, further, that no amendment, waiver or consent obtained shall, unless in writing and signed by the Agent in addition to Majority Lenders or all Lenders, as authorized by the case may be, amend Article 9 hereof or otherwise affect the rights or duties of the Agent under this Section, regardless of its failure to agree thereto. Any waiver, amendment Agreement or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than any other affected Banks shall require the consent of such Defaulting BankLoan Document.

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Requisite Banks (and, in the case of any amendment, modification or supplement of or to any Loan Document nor consent to which Borrower is a Party, signed by Borrower and, in the case of any variance therefromamendment, shall be effective unless the same shall be in writing and modification or supplement to Article 10, signed by the Required Banks Administrative Agent), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ; and, without the contrary notwithstandingapproval in writing of all the Banks, unanimous no amendment, modification, supplement, termination, waiver or consent of the Banks shall may be required with respect to effective: (a) any increase in To amend or modify the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension of the Commitment Period, the maturity of any Loan, the payment date of interest or principal with respect theretoof, or the payment date amount of facility principal, principal prepayments or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loanspayable on, any Note, or in any the amount of principal the Commitment or interest due on the Pro Rata Share of any LoanBank or the amount of any commitment fee payable to any Bank, or any reduction in other fee or amount payable to the amount Creditors under the Loan Documents or to waive an Event of fees hereunder Default consisting of the failure of Borrower to pay when due principal, interest or any change in the manner commitment fee or letter of pro rata application credit fee; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any payments made by Borrowers commitment fee or letter of credit fee, or to extend the term of the Commitment (except as set forth in Section 2.12), or to release any Subsidiary from its obligations under the Subsidiary Guaranty (except to the Banks hereunderextent expressly permitted by the Loan Documents) or to release the Subsidiary Guaranty; (c) To amend the provisions of the definition of "Requisite Banks", Articles 8 or 9 or this Section 11.2 or to amend or waive Section 6.5; or (d) To amend any change in any percentage voting requirement, voting rights provision of this Agreement that expressly requires the consent or approval of all the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any Any amendment, modification, supplement, termination, waiver or consent obtained as authorized by pursuant to this SectionSection 11.2 shall apply equally to, regardless and shall be binding upon, all of its failure to agree theretothe Creditors. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.11.3

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous no such amendment, modification, termination, waiver or consent of the Banks shall may be required made with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofwithout the unanimous consent of all of the Lenders, (b) the extension of the Commitment Period, Five Year Term Loan Maturity Date or the maturity of any LoanThree Year Term Loan Maturity Date, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunderhereunder in each case without the consent of each Lender directly affected thereby, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunderLenders hereunder in each case without the unanimous consent of all of the Lenders, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this AgreementAgreement in each case without the unanimous consent of all of the Lenders, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, without the unanimous consent of all of the Lenders or (f) any amendment to this Section ‎Section 10.03 or Section ‎Section 8.04 hereofhereof without the unanimous consent of all of the Lenders. In addition, the Revolving Commitment of any Bank Lender may not be increased without the prior written consent of such BankLender (even if such Lender is a Defaulting Lender). Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Agent to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which Lenders that by its terms affects such any Defaulting Bank differently than Lender disproportionately adversely relative to other affected Banks Lenders shall require the consent of such Defaulting BankLender.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Majority Banks (except that Agent may consent to the release of any collateral or other property securing the Debt in an aggregate amount not to exceed a fair market value of One Million Dollars ($1,000,000) during any fiscal year of Borrower) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson GuarantyPledgor or, except as set forth in connection with a transaction permitted pursuant to the first sentence of this Section 5.07 hereof10.3, of any collateral securing the Debt or any part thereof, or (f) any amendment to the Intercreditor Agreement, this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank Section 10.11 hereof may not be increased amended without the prior written consent of such any Designating Bank, as defined in Section 10.11 hereof, affected thereby. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Borrower and each of the Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders affected thereby shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) the release of any collateral securing any part of the Debt or the release of any Guarantor of Payment, if any, except for the release of any collateral or the Nordson Guaranty, except any Guarantor of Payment in connection with a transaction expressly permitted pursuant to Section 5.07 hereofthis Agreement, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Agent Borrower to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiverIn addition, amendment or modification requiring Section 10.13 hereof may not be amended without the prior written consent of all Banks or each any Designating Lender, as defined in Section 10.13 hereof, affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bankthereby.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document this Amended Credit Agreement or of the Notes, nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks, the Super Majority Banks or all of the Banks as appropriate under this Section 13.02, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous Unanimous consent of the Banks Banks, or, if there is any borrowing hereunder, the holders of one hundred percent (100%) (by amount) of the Notes, shall be required with respect to (ai) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofany Commitment, (b) the extension of the Commitment Period, the maturity of any Loan, the Notes or the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunderthereunder, (cii) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder Note or any change in the manner of pro Pro rata application of any payments made by Borrowers Borrower to the Banks hereunder, or any change in amortization schedules, or in the manner of calculating fees or prepayment penalties, (diii) any change in any percentage voting requirement, voting rights or the Required Banks definition requirements in this Amended Credit Agreement, or (eiv) the release of the Amended Guaranty or any Guarantor other guarantee in favor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereofBanks, or (fv) any amendment to the definitions of Required Banks, Super Majority Banks or Reference Banks set forth herein or to this Section 10.03 13.02, or Section 8.04 hereof(vi) any material amendment to any representation, warranty, covenant, Possible Default, Event of Default or remedy provided for hereunder. In addition, the Revolving Commitment of any Bank may not be increased without the prior written The consent of such Bankthe holders of eighty percent (80%)(by amount) of the Notes (the "Super Majority Banks") shall be required for any amendments, modifications or other changes to Section 8.13. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Requisite Banks (and, in the case of any amendment, modification or supplement of or to any Loan Document nor consent to which Borrower is a party, signed by Borrower and, in the case of any variance therefromamendment, shall be effective unless the same shall be in writing and modification or supplement to Article 10, signed by the Required Banks Administrative Agent), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ; and, without the contrary notwithstandingapproval in writing of all the Banks, unanimous no amendment, modification, supplement, termination, waiver or consent of the Banks shall may be required with respect to effective: (a) any increase in To amend or modify the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension of the Commitment Period, the maturity of any Loan, the payment date of interest or principal with respect theretoof, or the payment date amount of facility principal, principal prepayments or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loanspayable on, any Note, or in any the amount of principal the Commitment or interest due on the Pro Rata Share of any LoanBank or the amount of any Letter of Credit Fee or commitment fee payable to any Bank, or any reduction in other fee or amount payable to the amount Creditors under the Loan Documents or to waive an Event of fees hereunder Default consisting of the failure of Borrower to pay when due principal, interest or any change in the manner commitment fee or letter of pro rata application credit fee; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any payments made by Borrowers commitment fee or letter of credit fee, or to extend the Banks hereunderterm of the Commitment (except as set forth in Section 2.11); (c) When any Default or Event of Default exists, to release any Significant Subsidiary from its obligations under the Subsidiary Guaranty, or to release the Subsidiary Guaranty in its entirety. (d) any change in any percentage voting requirementTo amend the provisions of the definition of "Requisite Banks", voting rights Articles 8 or the Required Banks definition in 9 or this Agreement, Section 11.2 or to amend or waive Section 6.4; or (e) To amend any provision of this Agreement that expressly requires the release consent or approval of any Guarantor of Payment, if any, or all the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any Any amendment, modification, supplement, termination, waiver or consent obtained as authorized by pursuant to this SectionSection 11.2 shall apply equally to, regardless and shall be binding upon, all of its failure to agree theretothe Creditors. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.11.3

Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Lenders or Required Banks Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Lenders' Commitment Amount hereunder except in accordance with Section 2.07(b) hereofor any part thereof, (b) the extension or postponement of the Commitment Period, the maturity of any LoanRevolving Credit Maturity Date, the payment date dates of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansRevolving Notes, or in any amount amounts of principal or interest due on any LoanRevolving Note, or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers the Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) the release of any Guarantor guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereofpayment, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition9.14; provided, however, only the Revolving Commitment consent of the Required Lenders shall be required for a waiver involving either (i) the applicability of any Bank may not post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, or (ii) any reduction in the amount of Net Proceeds required to be increased without applied to prepay the prior written consent Loans as provided in Section 2.9(b) of such Bankthis Agreement. Notice of amendments or consents ratified by the Banks Required Lenders hereunder shall immediately be forwarded by the Administrative Agent to all BanksLenders. Each Bank Lender or other holder of a Revolving Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiverA Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, amendment disapprove, consent to or modification requiring vote on any matters relating to this Agreement and the consent other Loan Documents. All amendments, waivers and other modifications of all Banks or each affected Bank which affects such this Agreement and the other Loan Documents may be made without regard to a Defaulting Bank differently than other affected Banks Lender and, for purposes of the definition of "Required Lenders", a Defaulting Lender shall require the consent of such Defaulting Bankbe deemed not to be a Lender and not to have any Revolving Credit Exposures and unused Commitments.

Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Agent and the Lenders or Required Banks Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no amendment, modification, termination or waiver shall increase the amount of any Commitment of any Lender without the written consent of such Lender or increase the Total Commitment without the consent of all of the Lenders, and the unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension or postponement of the Commitment Period, the maturity of any LoanRevolving Credit Maturity Date, the payment date dates of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (cb) any reduction in the rate of interest on the LoansRevolving Notes, or in any amount amounts of principal or interest due on any Loan, Revolving Note or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers the Borrower to the Banks Lenders hereunder, (dc) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (ed) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except material Collateral other than in connection with a transaction permitted pursuant to Section 5.07 hereofPermitted Disposition which the Agent alone may release, or (fe) any amendment to this Section 10.03 or Section 8.04 hereof. In addition9.14; provided, however, only the Revolving Commitment consent of the Required Lenders shall be required for a waiver involving (i) the applicability of any Bank may post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any other amendment hereunder or under the other Loan Documents which does not be increased without the prior written specifically require unanimous consent of such Bankthe Lenders. Notice of amendments or consents ratified by the Banks Required Lenders hereunder shall immediately be forwarded by the Agent to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiverA Defaulting Lender shall not be entitled to give instructions to the Agent or to approve, amendment disapprove, consent to or modification requiring vote on any matters relating to this Agreement and the consent other Loan Documents. All amendments, waivers and other modifications of all Banks or each affected Bank which affects such this Agreement and the other Loan Documents may be made without regard to a Defaulting Bank differently than other affected Banks Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall require the consent of such Defaulting Bankbe deemed not to be a Lender and not to have any Revolving Credit Exposures and Unused Commitments.

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, and no consent to any variance therefrom, departure by any Borrower Party therefrom shall be effective unless the same shall be in writing and signed by the Required Banks all Borrowers and then Requisite Lenders and acknowledged by Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to Except as otherwise expressly provided herein, without the contrary notwithstandingapproval in writing of Administrative Agent and all Lenders, unanimous no amendment, modification, supplement, termination, waiver or consent of the Banks shall may be required with respect to effective to: (a) Reduce the amount of principal or required principal payments or prepayments of any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, Outstanding Obligations; (b) the extension of the Commitment Period, the maturity of any Loan, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in Reduce the rate of interest on the Loans, or in any amount of principal or interest due payable on any Loan, Outstanding Obligations or any reduction in the amount of fees hereunder any fee or other amount payable to any Lender under the Loan Documents (unless consented to by each Lender entitled to receive such fee or other amount), including in each case, any change in the manner way any financial covenant used to determine the Applicable Amount is calculated; (c) Waive an Event of pro rata application Default consisting of the failure of any payments made by Borrowers Borrower to the Banks hereunderpay when due principal, interest or any commitment fee; (d) Postpone any change date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Loan or any installment of any commitment fee, to extend the term of, or increase the amount of, any Lender's Commitment (it being understood that a waiver of any Event of Default not referred to in subsection (c) above shall require only the consent of Required Lenders) or modify the Pro Rata Share of any percentage voting requirement, voting rights or the Required Banks definition in this Agreement, Lender; (e) Amend the release definition of any Guarantor of Payment, if any, "Requisite Lenders" or the Nordson Guarantyprovisions of Section 4, except in connection with a transaction permitted pursuant to Section 5.07 hereof9, this Section 10.01 or Section 10.06; or (f) Amend any amendment to provision of this Section 10.03 Agreement that expressly requires the consent or Section 8.04 hereof. In additionapproval of all Lenders; provided, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any however, that (i) no amendment, waiver or consent obtained shall, unless in writing and signed by Issuing Lender in addition to Requisite Lenders or all Lenders, as authorized the case may be, affect the rights or duties of Issuing Lender, (ii) no amendment, waiver or consent shall, unless in writing and signed by this SectionAdministrative Agent in addition to Requisite Lenders or all Lenders, regardless as the case may be, affect the rights or duties of its failure to agree Administrative Agent, and (iii) any fee letters may be amended, or rights or privileges thereunder waived, in a writing executed by the parties thereto. Any waiveramendment, amendment modification, supplement, termination, waiver or modification requiring the consent of pursuant to this Section shall apply equally to, and shall be binding upon, all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting BankLenders and Administrative Agent.

Amendments; Consents. (a) No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, in the event of such an amendment, modification, termination or waiver of any provision of any Loan Document or consent to any variance therefrom, the effect of which is included in any of items (i) through (vi) below, unanimous consent of the Banks shall be required with respect to (ai) any increase in the Total EXIM Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (bii) the extension of the Commitment Period, extend the maturity of any Loanthe Notes, the payment date of principal and interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (ciii) any reduction in reduce the rate of interest on the Loans, Notes or in any amount of principal or interest due on any Loan, Note or any reduction in the amount of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers U.S. Borrower to the Banks hereunder, (div) any change in any percentage voting requirement, voting rights rights, or the definition of "Required Banks definition Banks" in this Agreement, (ev) the release of any Guarantor of Payment, if any, Payment or any collateral securing any part of the Nordson Guaranty, except in connection with a transaction permitted Debt (other than any such release of collateral pursuant to Section 5.07 hereofa Permitted Disposition), or (fvi) make any amendment to this Section 10.03 10.3 or Section 8.04 8.4 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent U.S. Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment to this Agreement or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than any other affected Banks Loan Document shall further require the consent of such Defaulting any U.S. Borrower that is a party thereto. Further, no Guarantor of Payment or collateral securing any part of the Debt shall be released other than as permitted in (v) above without the prior written consent of EXIM Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefromtherefrom (except with respect to Exhibit I attached hereto), shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Exhibit I hereto may be amended, supplemented, replaced or otherwise modified from time to time at the written request of Borrower and upon the written consent of Agent and the LC Issuer, which amendment, supplement or other modification to or replacement of Exhibit I hereto shall be in form and substance reasonably satisfactory to Agent and the LC Issuer. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders affected thereby shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with as permitted by Section 2.07(b2.10(b) hereofof this Agreement, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, if any, except in accordance with Section 5.19 hereof or for the Nordson Guaranty, except release of any Guarantor of Payment in connection with a transaction expressly permitted pursuant to Section 5.07 hereofthis Agreement, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.8.05

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofor any part thereof, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givengiven (with the understanding, however, that, with respect to the application of the mandatory prepayment provisions set forth in Section 2.8 hereof to the Term Loan, the consent of Term Lenders holding at least fifty-one percent (51%) of the aggregate amount outstanding under the Term Notes shall be required to amend or waive such provisions). Anything herein to the contrary notwithstanding, unanimous the prior written consent of all of the Banks Lenders affected thereby shall be required with respect to (a) any increase in the Total Commitment Amount hereunder (or any part thereof), except in accordance with pursuant Section 2.07(b2.7(c) hereof, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or reimbursement obligations with respect to any reduction in Letter of Credit, or the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower or the Collateral Agent to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, if any, Payment or of any Collateral in excess of Five Million Dollars ($5,000,000) during any fiscal year of Borrower (other than the Nordson Guaranty, except release of any Collateral in connection with a transaction that shall be expressly permitted pursuant to Section 5.07 hereofthe terms of this Agreement), or (f) any amendment to this Section 10.03 11.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by the Global Agent to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiverIn addition, amendment or modification requiring Section 11.11 hereof may not be amended without the prior written consent of all Banks or each any Designating Lender, as defined in Section 11.11 hereof, affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bankthereby.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous no such amendment, modification, termination, waiver or consent of the Banks shall may be required made with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with (other than pursuant to the provisions of Section 2.07(b2.07) hereofwithout the unanimous consent of all of the Banks, (b) the extension of the Commitment Period, the maturity of any LoanMaturity Date, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunderhereunder in each case without the consent of each Bank directly affected thereby, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunderhereunder in each case without the unanimous consent of all of the Banks, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks definition in this AgreementAgreement in each case without the unanimous consent of all of the Banks, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, without the unanimous consent of all of the Banks or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, no consent to any variance therefrom, departure by Borrower or any Subsidiary therefrom and no release of collateral in which Lender has a security interest prior to payment in full of the Obligations shall be effective unless the same shall be in writing and signed by the Required Banks Requisite Lenders and then the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided, unanimous however, that no such amendment, waiver or consent of the Banks shall be required with respect to shall: (a) extend or increase the Commitment of any increase in Lender without the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment (but excluding the extension of the Commitment Period, the maturity delay or waiver of any Loanmandatory prepayment) of principal, the payment date of interest or principal with respect theretointerest, or the payment date of facility fees or other fees amounts due to the Lenders (or amounts payable hereunderany of them), including the Maturity Date, in each case without the written consent of each Lender directly affected thereby; (c) any reduction in reduce the principal of, or the rate of interest on the Loansspecified herein on, or in any amount of principal or interest due on any Loan, Loan or any reduction fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Requisite Lenders shall be necessary (i) to amend the definition of “Default Rate” (so long as such amendment does not result in the amount Default Rate being lower than the interest rate then applicable to Loans) or to waive any obligation of fees the Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, defined term used therein); (d) change the provisions requiring pro rata payments to the Lenders set forth herein without the written consent of each Lender directly affected thereby; (e) change any change in any percentage voting requirement, voting rights provision of this Section or the Required Banks definition in of “Requisite Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (f) release the Borrower or all or substantially all of the Guarantors from this Agreement, (e) the any Guaranty or release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with material Security Document to which any such Person is a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased party without the prior written consent of each Lender, except to the extent such Bank. Notice Person is the subject of amendments or consents ratified a Disposition permitted by the Banks provisions of this Agreement or such Security Document (in which cases such release may be made by Administrative Agent acting alone); or (g) release all or substantially all of the Collateral without the written consent of each Lender except with respect to Dispositions and releases of Collateral permitted or required hereunder or as provided in the other Loan Documents (in which case such release may be made by Administrative Agent acting alone). Notwithstanding anything to the contrary herein, no Defaulting Lender shall immediately be forwarded by Agent have any right to all Banks. Each Bank approve or other holder of a Note shall be bound by disapprove any amendment, waiver or consent obtained as authorized hereunder (and any amendment, waiver or consent which by this Sectionits terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), regardless except that (x) the Commitment of its failure to agree thereto. Any any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Banks Lenders or each affected Bank which Lender that by its terms affects such any Defaulting Bank differently Lender more adversely than other affected Banks Lenders shall require the consent of such Defaulting Bank.Lender. Fusion NBS Acquisition Corp. Credit Agreement

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous no such amendment, modification, termination, waiver or consent of the Banks shall may be required made with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofwithout the unanimous consent of all of the Banks, (b) the extension of the Commitment Period, the maturity of any LoanMaturity Date, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunderhereunder in each case without the consent of each Bank directly affected thereby, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunderhereunder in each case without the unanimous consent of all of the Banks, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks definition in this AgreementAgreement in each case without the unanimous consent of all of the Banks, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 5.09 hereof, without the unanimous consent of all of the Banks or (f) any amendment to this Section 10.03 or Section 8.04 hereofhereof without the unanimous consent of all of the Banks. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank (even if such Bank is a Defaulting Bank). Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Banks may be effected with the consent of the applicable Banks other than Defaulting Banks), except that any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which that by its terms affects such any Defaulting Bank differently than disproportionately adversely relative to other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefromtherefrom (except with respect to Exhibit I attached hereto), shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Exhibit I hereto may be amended, supplemented, replaced or otherwise modified from time to time at the written request of Borrower and upon the written consent of Agent and the LC Issuer, which amendment, supplement or other modification to or replacement of Exhibit I hereto shall be in form and substance reasonably satisfactory to Agent and the LC Issuer. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders affected thereby shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with as permitted by Section 2.07(b2.10(b) hereofof this Agreement, (b) the extension of the Commitment Period, the maturity of any Loanthe Loans, the payment date of interest or scheduled principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, if any, except in accordance with Section 5.19 hereof or for the Nordson Guaranty, except release of any Guarantor of Payment in connection with a transaction expressly permitted pursuant to Section 5.07 hereofthis Agreement, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.8.05

Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Agent and the Lenders or Required Banks Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, no amendment, modification, termination or waiver shall increase the amount of any Commitment of any Lender without the written consent of such Lender or increase the total Commitment without the consent of all of the Lenders, and the unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension or postponement of the Commitment Period, the maturity of any LoanRevolving Credit Maturity Date, the payment date dates of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (cb) any reduction in the rate of interest on the LoansNotes, or in any amount amounts of principal or interest due on any LoanNote or the payment of facility or other fees hereunder, (c) any change to Section 2.5 or any reduction other section of this Agreement in a manner that would alter the amount pro rata funding of fees hereunder each Loan or participation in Swingline Loans or Letters of Credit, any change in the manner of pro rata application of any payments made by Borrowers the Borrower to the Banks hereunderLenders hereunder or any change to the definition of Applicable Percentage, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) any amendment to Section 7.4 of this Agreement, (f) the release of the Borrower or any Guarantor, (g) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereofmaterial Collateral other than as provided below, or (fh) any amendment to this Section 10.03 9.14 or to Section 8.04 hereof. In addition9.16 of this Agreement; provided, however, only the consent of the Required Lenders shall be required for a waiver involving (i) the applicability of any post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, or (ii) any other amendment hereunder or under the other Loan Documents which does not specifically require unanimous consent of the Lenders; provided, further that no such document shall amend, modify or otherwise affect the rights or duties of the Agent, the Revolving Commitment of any Issuing Bank may not be increased or the Swingline Lender without the prior written consent of such the Agent, the Issuing Bank or the Swingline Lender, as the case may be, and any change to Section 2.15 shall require the consent of each of the Agent, the Swingline Lender and the Issuing Bank. Notice of amendments or consents ratified by the Banks Required Lenders hereunder shall immediately be forwarded by the Agent to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided below, a Defaulting Lender shall not be entitled to give instructions to the Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents, and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. The Lenders hereby irrevocably authorize the Agent, at its option and in its sole discretion, to release any Liens granted to the Agent by the Borrower or any Guarantor on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any such Secured Obligations that are contingent in nature or unliquidated at such time), and the Cash Collateralization of all such contingent and unliquidated Secured Obligations in a manner satisfactory to the Agent, (ii) constituting property being sold or disposed of if the Borrower certifies to the Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary and such sale is permitted or approved under the terms of this Agreement, the Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to the Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agent and the Lenders pursuant to Article VII. Except as provided in the preceding sentence, the Agent will not release any Liens on any material Collateral without the prior written authorization of all Lenders. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon, or obligations of the Borrower or any Guarantor in respect of, all interests retained by the Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any amendment, waiver, modification or agreement which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than the Defaulting Lenders except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (ii) the principal amount of, or interest or fees payable on, Loans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, amendment or modification requiring the consent of all Banks Lenders or each affected Bank which Lender that by its terms affects such any Defaulting Bank differently Lender more adversely than other affected Banks Lenders shall require the consent of such Defaulting BankLender.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Majority Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower or Canadian Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to the Intercreditor Agreement, this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.62

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Commitment Amount hereunder (except as specified in accordance with Section 2.07(b2.9(b) hereof), (b) the extension of the Commitment Period, the maturity of any Loanthe Loans, the payment date of interest or scheduled principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansLoans (provided that the institution of the Default Rate and a subsequent removal o f the Default Rate shall not constitute a decrease in interest rate of this Section 10.3), or in any amount of scheduled principal or interest due on any Loan, or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) the release of any Borrower or Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction as specifically permitted pursuant to Section 5.07 hereofhereunder, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Agent to all Banksof the Lenders. Each Bank Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. Each amendment, modification, supplement, extension, termination, waiver, approval and consent under this Agreement and the other Loan Documents shall be subject to the terms of all applicable Laws, including Gaming Laws. No amendment, modification, terminationsupplement, extension, termination (except as permitted by Section 2.9) or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the approval of Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document nor consent to which Borrower is a Party, signed by each such Party, and, in the case of any variance therefromamendment, shall be effective unless the same shall be in writing and modification or supplement to Article 11, signed by the Required Banks Administrative Agent), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to ; provided that (i) without the contrary notwithstanding, unanimous consent approval in writing of all of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension Lenders having a Pro Rata Share of the Commitment Period, the maturity of any Loan, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without or the prior written consent of such Bank. Notice of amendments Tax Exempt Commitment (or consents ratified by holding Outstanding Obligations under the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank Revolving Commitment or other holder of a Note shall be bound by any the Tax Exempt Commitment), no amendment, modification, supplement, termination, waiver or consent obtained as authorized by this Sectionmay be effective to amend the definitions of "Revolving and Tax Exempt Reduction Amount" or "Revolver Maturity Date", regardless of its failure to agree thereto. Any waiver, amendment or modification requiring (ii) without the consent approval in writing of all Banks the Lenders having a Term Commitment (or each holding Outstanding Obligations under the Term Commitment), no amendment, modification, supplement, termination, waiver or consent may be effective to amend the definitions of "Term Reduction Amount" or "Term Maturity Date" and (iii) without the approval in writing of all the Lenders affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the thereby, no amendment, modification, supplement, termination, waiver or consent of such Defaulting Bank.may be effective:

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks (except that Agent may consent to the release of any collateral or other property securing the Debt in an aggregate amount not to exceed a fair market value of One Million Dollars ($1,000,000) during any fiscal year of Borrower) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofor any part thereof, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson GuarantyPayment or, except as set forth in connection with a transaction permitted pursuant to the first sentence of this Section 5.07 hereof10.3, of any collateral securing the Debt or any part thereof, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.4 hereof. In addition, the Revolving Commitment of any Bank Section 10.11 hereof may not be increased amended without the prior written consent of such any Designating Bank, as defined in Section 10.11 hereof, affected thereby. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent Borrower to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this SectionSection 10.3 , regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no consent of waiver shall be effective to the extent additional obligations are imposed on Agent or Canadian Funding Agent (in its capacity as Agent or Canadian Funding Agent) without its consent. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Commitment, the US Revolving Credit Commitment Amount hereunder except in accordance with Section 2.07(b) hereofor the Canadian Revolving Credit Commitment, (b) the extension of maturity of the Commitment PeriodLoans, the maturity scheduled (but not the date of any Loan, the mandatory prepayment) payment date of interest or principal with respect theretothereunder, or the payment date of facility facility, utilization or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansLoans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of principal or interest due on any Loan, or any reduction in the amount payment of facility, utilization or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks Lenders hereunder, other than as provided in Section 2.14 hereof, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) the release of any Borrower or Guarantor of Payment, if any, or the Nordson Guaranty, Payment (except in connection with a merger, disposition or other transaction permitted pursuant to Section 5.07 hereofhereunder), or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.5 or 9.9 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Agent to all Banksof the Lenders. Each Bank Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No Except as otherwise expressly provided herein, no amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility commitment or other fees or amounts payable hereunderhereunder (including, without limitation, any change in the method used to compute such interest or fees), (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) the release of any Guarantor of PaymentPayment with assets in excess of One Million Dollars ($1,000,000) or, if anyin addition to any release of collateral contemplated in Section 5.12 hereof, or any release of collateral in excess of the Nordson Guaranty, except aggregate of One Million Dollars ($1,000,000) during each calendar year (Agent is authorized by the Lenders to execute appropriate release documents in connection with a transaction permitted pursuant to Section 5.07 hereofthe foregoing), or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Agent TCC to all Banksthe Lenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Majority Banks (except that Agent may consent to the release of any collateral or other property securing the Debt in an aggregate amount not to exceed a fair market value of One Million Dollars ($1,000,000) during any fiscal year of Borrower) and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Majority Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson GuarantyPledgor or, except as set forth in connection with a transaction permitted pursuant to the first sentence of this Section 5.07 hereof10.3, of any collateral securing the Debt or any part thereof, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Borrower and each of the Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any Loan Document nor other Credit Document, no approval or consent thereunder, and no consent to any variance departure by Borrower or any other Obligor therefrom, shall may in any event be effective unless the same shall be in writing and signed or approved in writing by the Required Lenders or by the Administrative Agent with the consent of the Required Lenders (and, in the case of any amendment, modification or supplement to (i) Article 10, signed by the Required Banks Administrative Agent, and (ii) any Credit Document, signed by the Obligors party thereto), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to No amendment, modification, supplement, termination, waiver or consent shall (a) increase the contrary notwithstanding, unanimous Aggregate Commitment without the consent of the Banks Required Lenders; provided that no such increase shall be required with respect to (a) increase the Commitment or decrease the Pro Rata Share of any increase in Lender absent the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofconsent of that Lender, (b) extend, postpone or delay the extension date for payment of any principal of or interest on any Loan or any fees payable hereunder or under any other Credit Document without the consent of the Commitment PeriodRequired Lenders and each Lender directly affected thereby, or (c) reduce the maturity principal amount of any Loan, the payment date rate of interest or principal payable with respect thereto, thereto or the payment date of facility any fees or other fees or amounts payable hereunderhereunder or under any other Credit Document (or change the method of calculating any of the foregoing) without the consent of the Required Lenders and each Lender directly affected thereby. Without the consent of all of the Lenders, no amendment, modification, supplement, termination, waiver or consent shall (a) permit the term of any Letter of Credit to exceed one year or extend beyond the Maturity Date or permit the Aggregate Effective Amount of all outstanding Letters of Credit to exceed $5,000,000 (unless such Letters of Credit are supported by cash collateral in a manner acceptable to the Administrative Agent), (b) amend the provisions of the definition of "Required Lenders" or this Section 11.2, (c) consent to the assignment or transfer by Borrower of its rights or obligations hereunder or release any reduction in Guarantor from the rate Guaranty (except to the extent that such Guarantor is the subject of interest on the Loansa Disposition permitted hereby), or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (d) amend any change in any percentage voting requirementprovision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, voting rights or the Required Banks definition in this Agreementmodification, (e) the release of any Guarantor of Paymentsupplement, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendmenttermination, waiver or consent obtained as authorized by pursuant to this SectionSection 11.2 shall apply equally to, regardless and shall be binding upon, all of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting BankCreditors.

Amendments; Consents. No amendment, modification, terminationsupplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document nor Document, no approval or consent thereunder, no consent to any variance therefrom, departure by Borrower or any Subsidiary therefrom and no release of collateral in which Lender has a security interest prior to payment in full of the Obligations shall be effective unless the same shall be in writing and signed by the Required Banks Requisite Lenders and then the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding; provided, unanimous however, that no such amendment, waiver or consent of the Banks shall be required with respect to shall: (a) extend or increase the Commitment of any increase in Lender without the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, written consent of such Lender; (b) postpone any date fixed by this Agreement or any other Loan Document for any payment (but excluding the extension of the Commitment Period, the maturity delay or waiver of any Loanmandatory prepayment) of principal, the payment date of interest or principal with respect theretointerest, or the payment date of facility fees or other fees amounts due to the Lenders (or amounts payable hereunderany of them), including the Maturity Date, in each case without the written consent of each Lender directly affected thereby; (c) any reduction in reduce the principal of, or the rate of interest on the Loansspecified herein on, or in any amount of principal or interest due on any Loan, Loan or any reduction fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Requisite Lenders shall be necessary (i) to amend the definition of “Default Rate” (so long as such amendment does not result in the amount Default Rate being lower than the interest rate then applicable to Loans) or to waive any obligation of fees the Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, defined term used therein); (d) change the provisions requiring pro rata payments to the Lenders set forth herein without the written consent of each Lender directly affected thereby; (e) change any change in any percentage voting requirement, voting rights provision of this Section or the Required Banks definition in of “Requisite Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (f) release the Borrower or all or substantially all of the Guarantors from this Agreement, (e) the any Guaranty or release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with material Security Document to which any such Person is a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased party without the prior written consent of each Lender, except to the extent such Bank. Notice Person is the subject of amendments or consents ratified a Disposition permitted by the Banks provisions of this Agreement or such Security Document (in which cases such release may be made by Administrative Agent acting alone); or (g) release all or substantially all of the Collateral without the written consent of each Lender except with respect to Dispositions and releases of Collateral permitted or required hereunder or as provided in the other Loan Documents (in which case such release may be made by Administrative Agent acting alone). Notwithstanding anything to the contrary herein, no Defaulting Lender shall immediately be forwarded by Agent have any right to all Banks. Each Bank approve or other holder of a Note shall be bound by disapprove any amendment, waiver or consent obtained as authorized hereunder (and any amendment, waiver or consent which by this Sectionits terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), regardless except that (x) the Commitment of its failure to agree thereto. Any any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Banks Lenders or each affected Bank which Lender that by its terms affects such any Defaulting Bank differently Lender more adversely than other affected Banks Lenders shall require the consent of such Defaulting BankLender.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension of the Commitment Period, the maturity of any Loan, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 5.11 hereof, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendmentSo long as any Senior Indebtedness (including any letter of credit or lender guarantee) is outstanding or there is a commitment to lend any Senior Indebtedness (including any commitment under the Senior Debt Documents) the terms of the Debentures may be amended only with the consent of the Principal Lender, modificationif any. Notwithstanding the foregoing, terminationwithout the consent of the Principal Lender, the Debentures may be amended by the Company and the Holders (x) to cure any ambiguity, defect or inconsistency that does not affect the subordination provisions hereof or the rights of the Senior Lenders, (y) waive or cure any Event of Default hereunder so long as the such waiver or amendment does not change the Maturity Date of the Debentures to an earlier date and (y) to extend the Maturity Date. In addition to the foregoing, no amendment or waiver of any provision of any Loan Document nor consent to any variance therefromthis Agreement, shall be effective unless the same shall be in writing and signed by Holders holding at least a majority of the Required Banks and principal amount of Debentures then such waiver or consent shall be effective only in outstanding; PROVIDED, HOWEVER, that, without the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous written consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension all of the Commitment PeriodHolders of the Debentures, no such action may extend the maturity Maturity Date, or reduce the rate or extend the time of any Loan, the payment date of interest or principal with respect theretothereon (except as required under Section 7.3), or reduce the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any principal amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Paymentthereof, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereofthereon, or (f) reduce any amendment amount payable on redemption or repurchase thereof, impair, or change in any respect adverse to this Section 10.03 or Section 8.04 hereof. In additionthe Holders, the Revolving Commitment obligation of the Company to repurchase any Bank may not be increased without Debenture at the prior written consent option of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder Holder upon the happening of a Note shall be bound by Change of Control, change the currency in which the Debentures are payable, or impair or change in any respect adverse to the Holders the right to convert the Debentures into Common Stock subject to the terms set forth herein, or reduce the aforesaid percentage of Debentures, the Holders of which are required to consent to any such amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes, the payment date of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansNotes, or in any amount of principal or interest due on any LoanNote, or any reduction in the amount payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 5.12 hereof, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 8.4 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiverIn addition, amendment or modification requiring Section 10.11 hereof may not be amended without the prior written consent of all Banks or each any Designating Bank, as defined in Section 10.11 hereof, affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bankthereby.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of this Agreement, the Notes, the Guaranty or the Pledge Agreement, nor any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Majority Banks, Required Banks, the Super Majority Banks or all of the Banks, as appropriate, under this Section 13.02, and then any such amendment, consent, modification, termination or waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous Unanimous consent of the Banks Banks, or, if there is any borrowing hereunder, the holders of one hundred percent (100%) (by outstanding principal amount) of the Notes (excluding the Swing Line Notes), shall be required with respect to (a) an increase in any Commitment, an increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofMaximum Swing Line Amount, (b) the extension of the Commitment Period, the maturity of any Loanthe Notes (other than the Swing Line Notes), the payment date of interest or principal with respect theretoexcept as provided in Section 5.08, or the payment date of facility interest thereunder or other of any fees or amounts payable hereunder, (cb) any reduction in the rate of interest on the LoansNotes (other than the Swing Line Notes), or in any amount of principal or interest due on any Loan, Note (other than the Swing Line Notes) or any reduction in the amount of fees or other amounts due the Banks (or any of them) hereunder or under the Related Writings or any change in the manner of pro Pro rata application of any payments payment made by Borrowers the Borrower to the Banks hereunder, or any change in amortization schedules, or in the manner of calculating fees or prepayment penalties, (dc) any change in any percentage voting requirement, voting rights or the Required Banks definition requirements in this Agreement, (ed) the release of any Guarantor all of Payment, if anythe value of the Guaranty, or any material amendment or modification thereto, or any other guarantee in favor of the Nordson GuarantyBanks or the release of any of the Collateral other than as contemplated by the Pledge Agreement, except provided, that only the consent of the Required Banks will be required to increase the outstanding and unredeemed principal amount of Indebtedness that may be incurred by the Parent under any of the Senior Notes Indentures and to modify the provisions of, and definitions in connection with a transaction permitted pursuant this Agreement or the Guaranty related thereto, (e) any amendment to the definitions of Majority Banks, Required Banks or Super Majority Banks set forth herein or to this Section 5.07 hereof13.02, or (f) any material amendment to any representation, warranty, covenant, Possible Default, Event of Default or remedy provided herein or under any Related Writing. Notwithstanding anything contained in this Agreement or any Related Writing to the contrary, (x) the consent of the Majority Banks shall be required for any increases in the amount reflected for “Total Schedule A Uses of Capital” on Schedule A attached to the Side Letter as of the Restatement Effective Date up to and including Fifty Million Dollars ($50,000,000) in the aggregate and the consent of the Required Banks shall be required for any increases in such amount by more than Fifty Million Dollars ($50,000,000) in the aggregate and (y) the consent of the Required Banks shall be required for any amendments, modifications or other changes to Section 10.03 8.14 hereof or Section 8.04 hereof9.13 of the Guaranty. In additionThe consent of the Super Majority Banks shall be required for any amendments, modifications or other changes to Section 8.13 hereof or Section 9.14 of the Guaranty. Any amendment, modification, termination, or waiver of any provision of this Agreement, the Revolving Commitment Notes, the Guaranty or the Pledge Agreement, and any consent to any variance therefrom, not otherwise requiring the consent of any Bank may the Majority Banks, the Supermajority Banks or all of the Banks shall not be increased without effective unless the prior written consent of such Banksame shall be in writing and signed by the Required Banks. Notice of amendments amendments, modifications, waivers or consents ratified by the Banks hereunder shall immediately be forwarded by the Agent to all Banks. There shall be no amendment, modification or waiver of any provision in the this Agreement or the Related Writings with respect to Swing Loans without the written consent of each Swing Line Lender; provided, that, notwithstanding anything contained herein to the contrary, the Agent and the Swing Line Lenders shall have the right to decrease the interest rate on the Swing Loans, extend the maturity of payments on the Swing Loans for up to ten (10) days beyond the applicable Swing Loan Maturity Date and decrease the amount of payments on the Swing Loans, without the consent of any other Banks, other than the other Swing Line Lender and any Bank that has purchased a participation in such Swing Loans pursuant to Section 2.07(c) hereof. There shall be no amendment, modification or waiver of any provision in the this Agreement or the Related Writings with respect to Letters of Credit without the written consent of KeyBank National Association, in its capacity as Issuing Bank, and each other Bank that has issued a Letter of Credit and is acting as an Issuing Bank at the time such amendment, modification or waiver is requested and, if approved, deemed effective. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this SectionSection 13.02, regardless of its failure to agree thereto. Any waiverBy its signature hereto, amendment or modification requiring each Bank consents to the consent terms and provisions of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent Second Amended and Restated Guaranty, dated as of such Defaulting Bankthe date hereof, and issued by the Parent to the Banks, the Agents, and the Documentation Agent.

Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Lenders or Required Banks Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks no such document shall be required with respect to (a) increase the Commitment of any increase in Lender hereunder or any part thereof without the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofwritten consent of such Lender, (b) extend or postpone the extension of the Commitment Period, the maturity of any LoanRevolving Credit Maturity Date, the payment date dates of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunderhereunder without the written consent of each Lender directly affected thereby, (c) any reduction in reduce the rate of interest on the LoansRevolving Notes or Alternative Currency Notes, or in any amount amounts of principal or interest due on any LoanRevolving Note or Alternative Currency Note, or any reduction in the amount payment of facility or other fees hereunder or make any change in the manner of pro rata application of any payments made by Borrowers the Borrower to the Banks hereunderLenders hereunder without the written consent of each Lender directly affected thereby, (d) any change in any percentage voting requirement, the voting rights rights, or the Required Banks Lenders definition in this AgreementAgreement without the written consent of each Lender, (e) the release of any Guarantor of Paymentmaterial Collateral other than as provided below, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) make any amendment to this Section 10.03 10.14 without the written consent of each Lender, or (g) change Section 8.04 hereof. In addition2.15, without the written consent of each Lender other than any Defaulting Lender; provided, further that no such document shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Revolving Commitment of any Issuing Bank may not be increased or the Swingline Lender without the prior written consent of such the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, and any change to Section 2.15 shall require the consent of each of the Administrative Agent, the Swingline Lender and the Issuing Bank; provided, however, only the consent of the Required Lenders shall be required for a waiver involving (i) the applicability of any post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any other amendment hereunder or under the other Loan Documents which does not specifically require unanimous consent of the Lenders. Notice of amendments or consents ratified by the Banks Required Lenders hereunder shall immediately be forwarded by the Administrative Agent to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided otherwise below, a Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Borrower or any Guarantor on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any Secured Obligations that are contingent in nature or unliquidated at such time), and the cash collateralization of all such contingent and unliquidated Secured Obligations in a manner satisfactory to the Administrative Agent, (ii) constituting property being sold or disposed of if the Borrower certifies to the Administrative Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary and such sale is permitted or approved under the terms of this Agreement, the Administrative Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to the Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VIII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on any material Collateral without the prior written authorization of all Lenders. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon, or obligations of the Borrower or any Guarantor in respect of, all interests retained by the Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any amendment, waiver, modification or agreement which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than the Defaulting Lenders except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (ii) the principal amount of, or interest or fees payable on, Loans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, amendment or modification requiring the consent of all Banks Lenders or each affected Bank which Lender that by its terms affects such any Defaulting Bank differently Lender more adversely than other affected Banks Lenders shall require the consent of such Defaulting BankLender.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks Lenders shall be required with respect to (a) any increase in the Total Commitment Amount hereunder (except as specified in accordance with Section 2.07(b2.10(b) hereof), (b) the extension of the Commitment Period, the maturity of any Loanthe Loans, the payment date of interest or scheduled principal with respect theretothereunder, or the payment date of facility commitment or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the LoansLoans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in interest rate of this Section), or in any amount of scheduled principal or interest due on any Loan, or any reduction in the amount payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks Lenders hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks Lenders definition in this Agreement, (e) the release of any Guarantor of Payment, if any, Payment or material amount of Collateral securing the Nordson GuarantyObligations, except in connection with a transaction as specifically permitted pursuant to Section 5.07 hereofhereunder, or (f) any amendment to this Section 10.03 11.3 or Section 8.04 9.5 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks Lenders hereunder shall immediately be forwarded by Agent to all Banksof the Lenders. Each Bank Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofhereunder, (b) the extension of the Commitment Period, the maturity of any LoanMaturity Date, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers Borrower to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights rights, or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Borrower Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 5.09 hereof, or (f) any amendment to this Section 10.03 10.3 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

Amendments; Consents. No amendment, modification, termination, termination or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Lenders or Required Banks Lenders, as appropriate, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks no such document shall be required with respect to (a) increase the Commitment of any increase in Lender hereunder or any part thereof without the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereofwritten consent of such Lender, (b) extend or postpone the extension of the Commitment Period, the maturity of any LoanRevolving Credit Maturity Date, the payment date dates of interest or principal with respect theretothereunder, or the payment date of facility or other fees or amounts payable hereunderhereunder without the written consent of each Lender directly affected thereby, (c) any reduction in reduce the rate of interest on the LoansRevolving Notes or Alternative Currency Notes, or in any amount amounts of principal or interest due on any LoanRevolving Note or Alternative Currency Note, or any reduction in the amount payment of facility or other fees hereunder or make any change in the manner of pro rata application of any payments made by the Borrowers to the Banks hereunderLenders hereunder without the written consent of each Lender directly affected thereby, (d) any change in any percentage voting requirement, the voting rights rights, or the Required Banks Lenders definition in this AgreementAgreement without the written consent of each Lender, (e) release any material Collateral other than as provided below or release the release of any Guarantor of PaymentCompany from its guaranty under Section 11.16, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) make any amendment to this Section 10.03 10.14 without the written consent of each Lender, (g) change Section 2.15, without the written consent of each Lender other than any Defaulting Lender, (h) amend the definition of Alternative Currency without the consent of each Lender or (i) amend Section 8.04 hereof. In addition2.22(b) in a manner which eliminates or otherwise affects the condition precedent that no Lender shall have notified the Administrative Agent that it is unlawful for such Lender to make Loans to the Applicant Borrower, without the written consent of each Lender; provided, further that no such document shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Revolving Commitment of any Issuing Bank may not be increased or the Swingline Lender without the prior written consent of such the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, and any change to Section 2.15 shall require the consent of each of the Administrative Agent, the Swingline Lender and the Issuing Bank; provided, however, only the consent of the Required Lenders shall be required for a waiver involving (i) the applicability of any post-Event of Default interest rate increase or the applicability of interest on Overdue Amounts as provided in Section 2.6(c) of this Agreement, (ii) any reduction in the amount of Net Proceeds required to be applied to prepay the Loans as provided in Section 2.7(b) of this Agreement or (iii) any other amendment hereunder or under the other Loan Documents which does not specifically require unanimous consent of the Lenders. Notice of amendments or consents ratified by the Banks Required Lenders hereunder shall immediately be forwarded by the Administrative Agent to all BanksLenders. Each Bank Lender or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Except as specifically provided otherwise below, a Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents and all amendments, waivers and other modifications of this Agreement and the other Loan Documents may be made without regard to a Defaulting Lender. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by any Borrower or any Guarantor on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than any Secured Obligations that are contingent in nature or unliquidated at such time), and the cash collateralization of all such contingent and unliquidated Secured Obligations in a manner satisfactory to the Administrative Agent, (ii) constituting property being sold or disposed of if the Company certifies to the Administrative Agent that the sale or disposition is a Permitted Disposition made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes all of the Equity Interests of a Subsidiary owned directly or indirectly by the Company and such sale is permitted or approved under the terms of this Agreement, the Administrative Agent is authorized to release any Guaranty provided by such Subsidiary, (iii) constituting property leased to a Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VIII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on any material Collateral without the prior written authorization of all Lenders. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon, or obligations of any Borrower or any Guarantor in respect of, all interests retained by any Borrower or any Guarantor, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Notwithstanding the foregoing, any amendment, waiver, modification or agreement which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than the Defaulting Lenders except that (i) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (ii) the principal amount of, or interest or fees payable on, Loans may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, amendment or modification requiring the consent of all Banks Lenders or each affected Bank which Lender that by its terms affects such any Defaulting Bank differently Lender more adversely than other affected Banks Lenders shall require the consent of such Defaulting BankLender.