ISSUING BANK AS PROVIDED HEREIN SHALL NOT RELIEVE ANY OTHER LENDER OF ITS
OBLIGATION HEREUNDER TO REIMBURSE SUCH ISSUING BANK FOR ITS PERCENTAGE INTEREST
OF SUCH AMOUNT, BUT NO LENDER SHALL BE RESPONSIBLE FOR THE FAILURE OF ANY OTHER
LENDER TO REIMBURSE SUCH ISSUING BANK FOR SUCH OTHER LENDER'S PERCENTAGE
INTEREST OF SUCH AMOUNT.
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER
AGREEMENT OF ANY LENDER HEREUNDER, THE AGREEMENT AND OBLIGATIONS OF EACH LENDER
CONTAINED IN THIS SECTION 2.4.11 WILL SURVIVE THE PAYMENT IN FULL OF PRINCIPAL,
INTEREST AND ALL OTHER AMOUNTS PAYABLE HEREUNDER AND UNDER THE OTHER CREDIT
DOCUMENTS.
2.4.12
RIGHTS AS A LENDER OR AGENT.
IN ITS CAPACITY AS A
LENDER, THE AGENT AND EACH ISSUING BANK SHALL HAVE THE SAME RIGHTS AND
OBLIGATIONS AS ANY OTHER LENDER.
IN ITS CAPACITY AS THE AGENT, THE AGENT SHALL
HAVE ALL OF THE RIGHTS AND OBLIGATIONS OF THE AGENT.
2.5 Application of Proceeds.
2.5.1
LOANS.
THE BORROWERS WILL APPLY THE PROCEEDS OF
THE LOANS (A) TO FINANCE THE VECO ACQUISITION, INCLUDING THE REPAYMENT OF
EXISTING INDEBTEDNESS OF VECO AND ITS SUBSIDIARIES, (B) TO FINANCE THE [**], (C)
TO PAY FEES AND EXPENSES INCURRED IN CONNECTION WITH THE CREDIT DOCUMENTS, THE
VECO ACQUISITION AND THE [**], AND (D) TO FUND WORKING CAPITAL AND GENERAL
CORPORATE PURPOSES OF THE BORROWERS AND THEIR SUBSIDIARIES, INCLUDING OTHER
PERMITTED ACQUISITIONS.
**Confidential Treatment Requested.
2.5.2
LETTERS OF CREDIT.
LETTERS OF CREDIT WILL BE
ISSUED ONLY FOR LAWFUL CORPORATE PURPOSES RELATED TO A BORROWER'S BUSINESS AS
THE PARENT HAS REQUESTED IN WRITING.
2.5.3
SPECIFICALLY PROHIBITED APPLICATIONS.
THE
BORROWERS WILL NOT, DIRECTLY OR INDIRECTLY, APPLY ANY PART OF THE PROCEEDS OF
ANY EXTENSION OF CREDIT MADE PURSUANT TO THE CREDIT DOCUMENTS (A) TO PURCHASE OR
TO CARRY MARGIN STOCK OR (B) TO ANY TRANSACTION PROHIBITED BY LEGAL REQUIREMENTS
OR BY THE CREDIT DOCUMENTS.
2.6 Reserved.
2.7 INCREASE IN COMMITMENTS.
2.7.1
REQUEST FOR INCREASE.
PROVIDED THERE EXISTS NO
DEFAULT OR EVENT OF DEFAULT, OR NO DEFAULT OR EVENT OF DEFAULT WOULD OCCUR AS A
RESULT OF SUCH INCREASE, UPON NOTICE TO THE AGENT FROM THE PARENT'S CHIEF
FINANCIAL OFFICER (WHICH SHALL PROMPTLY NOTIFY THE LENDERS), THE BORROWERS MAY
FROM TIME TO TIME, REQUEST AN INCREASE IN THE TOTAL COMMITMENT IN EXCESS OF THE
INITIAL TOTAL COMMITMENTS OF $500,000,000 BY
36
AN AGGREGATE AMOUNT (FOR ALL SUCH REQUESTS) NOT EXCEEDING $250,000,000 (THE
"MAXIMUM INCREASE"); PROVIDED THAT (A) ANY SUCH REQUEST FOR AN INCREASE SHALL BE
IN A MINIMUM AMOUNT OF $50,000,000, (B) THE BORROWER MAY MAKE A MAXIMUM OF THREE
(3) SUCH REQUESTS AND (C) THAT THE AGGREGATE OF ALL SUCH REQUESTS DOES NOT
EXCEED $250,000,000.
AT THE TIME OF SENDING SUCH NOTICE, THE BORROWERS (IN
CONSULTATION WITH THE AGENT) SHALL SPECIFY THE TIME PERIOD WITHIN WHICH EACH
LENDER IS REQUESTED TO RESPOND (WHICH SHALL IN NO EVENT BE LESS THAN TEN (10)
BANKING DAYS FROM THE DATE OF DELIVERY OF SUCH NOTICE TO THE LENDERS).
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 2.7, THE AGGREGATE
AMOUNT