OF THE MAXIMUM INCREASE SHALL AUTOMATICALLY BE REDUCED TO $100,000,000
(INCLUSIVE OF ALL PRIOR INCREASES EFFECTED PURSUANT TO THIS SECTION 2.7) ON THE
EARLIER OF (A) JUNE 30, 2008, IF THE VECO ACQUISITION HAS NOT BEEN CONSUMMATED
BY SUCH DATE, AND (B) TEN (10) BANKING DAYS AFTER THE DATE THE PARENT, ON BEHALF
OF THE BORROWERS, DELIVERS WRITTEN NOTICE TO THE AGENT THAT THE VECO PURCHASE
AGREEMENT HAS BEEN TERMINATED WITHOUT THE VECO ACQUISITION HAVING BEEN
CONSUMMATED.
TO THE EXTENT THE AGGREGATE AMOUNT OF THE TOTAL COMMITMENTS HAS
BEEN INCREASED PRIOR TO SUCH DATE PURSUANT TO THIS SECTION 2.7 BY MORE THAN
$100,000,000, SUCH REDUCTION SHALL HAVE THE EFFECT OF REDUCING THE TOTAL
COMMITMENT BY THE AMOUNT THAT THE SUM OF SUCH PRIOR INCREASES OF THE TOTAL
COMMITMENT PURSUANT TO THIS SECTION 2.7 EXCEEDS $100,000,000 (WHICH REDUCTION OF
THE TOTAL COMMITMENT SHALL RATABLY REDUCE EACH LENDER'S COMMITMENT), AND THE
BORROWERS SHALL, IMMEDIATELY AFTER AND GIVING EFFECT TO SUCH REDUCTION, IF
NECESSARY, MAKE A PRINCIPAL PAYMENT TO THE AGENT FOR THE ACCOUNT OF THE LENDERS
AS REQUIRED BY SECTION 4.3.1.
2.7.2
LENDER ELECTIONS TO INCREASE.
EACH LENDER SHALL
NOTIFY THE AGENT WITHIN SUCH TIME PERIOD WHETHER OR NOT IT AGREES TO INCREASE
ITS COMMITMENT AND, IF SO, WHETHER BY AN AMOUNT EQUAL TO, GREATER THAN, OR LESS
THAN ITS PERCENTAGE INTEREST OF SUCH REQUESTED INCREASE.
ANY LENDER NOT
RESPONDING WITHIN SUCH TIME PERIOD SHALL BE DEEMED TO HAVE DECLINED TO INCREASE
ITS COMMITMENT.
2.7.3
NOTIFICATION BY AGENT; ADDITIONAL LENDERS.
THE
AGENT SHALL NOTIFY THE BORROWERS AND EACH LENDER OF THE LENDERS' RESPONSES TO
EACH REQUEST MADE HEREUNDER.
TO ACHIEVE THE FULL AMOUNT OF A REQUESTED INCREASE
AND SUBJECT TO THE APPROVAL OF THE AGENT (WHICH APPROVALS SHALL NOT BE
UNREASONABLY WITHHELD), THE BORROWER MAY ALSO INVITE OTHER PERSONS TO BECOME
LENDERS PURSUANT TO A JOINDER AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO
THE AGENT AND ITS COUNSEL.
2.7.4
EFFECTIVE DATE AND ALLOCATIONS.
IF THE TOTAL
COMMITMENT IS INCREASED IN ACCORDANCE WITH THIS SECTION 2.7.4, THE AGENT AND THE
BORROWERS SHALL DETERMINE THE EFFECTIVE DATE (THE "INCREASE EFFECTIVE DATE") AND
THE FINAL ALLOCATION OF SUCH INCREASE.
THE AGENT SHALL PROMPTLY NOTIFY THE
BORROWERS AND THE LENDERS OF THE FINAL ALLOCATION OF SUCH INCREASE AND THE
INCREASE EFFECTIVE DATE.
2.7.5
CONDITIONS TO EFFECTIVENESS OF INCREASE.
AS A
CONDITION PRECEDENT TO SUCH INCREASE, THE BORROWERS SHALL (I) PAY TO THE AGENT
FOR THE ACCOUNT OF EACH LENDER IN ACCORDANCE WITH ITS PERCENTAGE INTEREST, AN
INCREASE FEE IN AN AMOUNT DETERMINED BY THE AGENT FOLLOWING DELIVERY BY THE
BORROWERS OF THE INCREASE REQUEST, AND (II) DELIVER TO THE AGENT SUCH FULLY
EXECUTED AGREEMENTS, DOCUMENTS AND INSTRUMENTS AS MAY BE REASONABLY REQUESTED BY
THE AGENT IN CONNECTION WITH SUCH INCREASE, TOGETHER WITH A CERTIFICATE DATED
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AS OF THE INCREASE EFFECTIVE DATE SIGNED BY AN AUTHORIZED REPRESENTATIVE, (A)
CERTIFYING AND ATTACHING THE RESOLUTIONS ADOPTED BY EACH BORROWER APPROVING OR
CONSENTING TO SUCH INCREASE, AND (B) CERTIFYING THAT, BEFORE AND AFTER GIVING
EFFECT TO SUCH INCREASE,