Facility Agent, acting solely for this purpose as an agent of the Obligors,
shall maintain at one of its offices a copy of each Transfer Certificate
delivered to it and a register (the "Register") for the recordation of the names
and addresses of each Lender and the Commitments of and obligations owing to
each Lender.
Without limitation of any other provision of this Clause 27
(Changes to the Lenders), no transfer or assignment shall be effective until
recorded in the Register.
The entries in the Register shall be conclusive
absent manifest error and each Obligor, the Agent and each Lender may treat each
person whose name is recorded in the Register as a Lender notwithstanding any
notice to the contrary.
The Register shall be available for inspection by each
Obligor at any reasonable time and from time to time upon reasonable prior
notice.
28.
CHANGES TO THE OBLIGORS
28.1
ASSIGNMENT AND TRANSFERS BY OBLIGORS
No Obligor may assign any of its rights or transfer any of its rights or
obligations under the Finance Documents.
28.2
ADDITIONAL BORROWERS
(A)
SUBJECT TO COMPLIANCE WITH THE
PROVISIONS OF PARAGRAPHS (C) AND (D) OF CLAUSE 23.7 ("KNOW YOUR CUSTOMER"
CHECKS), THE COMPANY MAY REQUEST THAT ANY OF ITS WHOLLY OWNED SUBSIDIARIES
BECOMES AN ADDITIONAL BORROWER.
THAT SUBSIDIARY SHALL BECOME AN ADDITIONAL
BORROWER IF:
(I)
THAT SUBSIDIARY IS INCORPORATED IN THE SAME
JURISDICTION AS ANOTHER APPROVED OR EXISTING BORROWER; OR
(II)
THE MAJORITY LENDERS CONSENT TO THAT SUBSIDIARY
BECOMING A BORROWER (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD) PROVIDED THAT
NO LENDER SHALL BE REQUIRED TO MAKE ANY LOAN TO A BORROWER IF THE MAKING OF SUCH
LOAN IS PROHIBITED BY LAW OR REGULATION APPLICABLE TO THE RELEVANT LENDER; AND
(III)
THE COMPANY DELIVERS TO THE FACILITY AGENT A DULY
COMPLETED AND EXECUTED ACCESSION LETTER;
(IV)
THE COMPANY CONFIRMS THAT NO DEFAULT IS CONTINUING OR WOULD
OCCUR AS A RESULT OF THAT SUBSIDIARY BECOMING AN ADDITIONAL BORROWER; AND
(V)
THE FACILITY AGENT HAS RECEIVED ALL OF THE DOCUMENTS AND
OTHER EVIDENCE LISTED IN PART II OF SCHEDULE 2 (CONDITIONS PRECEDENT REQUIRED TO
BE DELIVERED BY AN ADDITIONAL OBLIGOR) IN RELATION TO THAT ADDITIONAL BORROWER,
EACH IN FORM AND SUBSTANCE SATISFACTORY TO THE FACILITY AGENT (ACTING
REASONABLY).
(B)
THE FACILITY AGENT SHALL NOTIFY THE
COMPANY AND THE LENDERS PROMPTLY UPON HAVING RECEIVED (IN FORM AND SUBSTANCE
SATISFACTORY TO IT (ACTING REASONABLY))
118
ALL THE DOCUMENTS AND OTHER EVIDENCE LISTED IN PART II OF SCHEDULE 2 (CONDITIONS
PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR).
28.3
RESIGNATION OF AN OBLIGOR
(A)
IN THIS CLAUSE 28.3, "THIRD PARTY
DISPOSAL" MEANS THE DISPOSAL OF AN OBLIGOR TO A PERSON WHICH IS NOT A MEMBER OF
THE GROUP.
(B)
BORROWERS (OTHER THAN SCHICK
TECHNOLOGIES, INC. AND SIRONA DENTAL SYSTEMS GMBH) MAY RESIGN AS BORROWERS IF NO
AMOUNTS BORROWED BY SUCH BORROWER IS OUTSTANDING AND BY DELIVERING A RESIGNATION
LETTER TO THE FACILITY AGENT.
(C)
GUARANTORS (OTHER THAN THE COMPANY,
SCHICK TECHNOLOGIES, INC., SIRONA DENTAL SYSTEMS GMBH AND SIRONA