Common use of Restrictions on Fundamental Changes Clause in Contracts

Restrictions on Fundamental Changes. Other than in connection with the Redomestication Transactions, neither the Borrower nor, after the Redomestication Effective Date, Holdings, shall merge, consolidate, amalgamate or complete a scheme of arrangement with any other Person, or cause or permit any dissolution of the Borrower or, after the Redomestication Effective Date, Holdings, or liquidation of its assets, or sell, transfer or otherwise dispose of all or substantially all of the Borrower’s or, after the Redomestication Effective Date, Holdings’, assets, except that: (a) The Borrower may merge into, or consolidate, amalgamate or complete a scheme of arrangement with, any other Person if upon the consummation of any such merger, consolidation, amalgamation or scheme of arrangement (x) the Borrower is the surviving Person to any such merger, consolidation, amalgamation or scheme of arrangement, or (y) the surviving Person (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of the Borrower under this Agreement and the other Credit Documents pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent with respect to such transactions and assumption agreement, certificates, opinions and other documents of the types described in Section 6.19(b), all in form and substance reasonably satisfactory to the Administrative Agent; (b) Holdings may merge into, or consolidate, amalgamate or complete a scheme of arrangement with, any other Person if upon the consummation of any such merger, consolidation, amalgamation or scheme of arrangement (x) Holdings is the surviving Person to any such merger, consolidation, amalgamation or scheme of arrangement, or (y) the surviving Person (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of Holdings under the Holdings Guaranty pursuant to an assumption agreement, or pursuant to a new Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent with respect to such transactions and agreements, certificates, opinions and other documents of the types described in Section 6.19(b), all in form and substance reasonably satisfactory to the Administrative Agent; (c) The Borrower may sell or transfer all or substantially all of its assets (including stock in its Subsidiaries) to any Person if such Person is a Subsidiary of the Borrower (or a Person who will contemporaneously therewith become a Subsidiary of the Borrower); and (d) Holdings may sell or transfer all or substantially all of its assets (including stock in its Subsidiaries) to any Person if such Person is a Subsidiary of Holdings (or a Person who will contemporaneously therewith become a Subsidiary of Holdings); provided in the case of any transaction described in the preceding clauses (a) through (d), no Default or Event of Default shall exist immediately prior to, or after giving effect to, such transaction.

Restrictions on Fundamental Changes. Other than in connection with the Redomestication Transactions, neither Neither the Borrower nor, after the Redomestication Effective Date, Holdings, nor Holdings shall merge, consolidate, amalgamate or complete a scheme of arrangement with any other Person, or cause or permit any dissolution or winding up of the Borrower or, after the Redomestication Effective Date, or Holdings, or liquidation of its assets, or sell, transfer or otherwise dispose of all or substantially all of the Borrower’s or, after the Redomestication Effective Date, or Holdings’, ’ assets, except that: (a) The Borrower may merge with or into, or consolidate, amalgamate or complete a scheme of arrangement with, any other Person if upon the consummation of any such merger, consolidation, amalgamation or scheme of arrangement (x) the Borrower is the surviving Person to any such merger, consolidation, amalgamation or scheme of arrangement, or (y) the surviving Person (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of the Borrower under this Agreement and the other Credit Documents pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent with respect to such transactions and assumption agreement, the certificates, opinions and other documents of the types described in Section 6.19(b4.1(a), all in form and substance reasonably satisfactory to the Administrative Agent; (b) Holdings may merge with or into, or consolidate, amalgamate or complete a scheme of arrangement with, any other Person if upon the consummation of any such merger, consolidation, amalgamation or scheme of arrangement (x) Holdings is the surviving Person to any such merger, consolidation, amalgamation or scheme of arrangement, or (y) the surviving Person (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of Holdings under this Agreement and the Holdings Guaranty other Credit Documents pursuant to an assumption agreement, or pursuant to a new Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent with respect to such transactions and agreements, the certificates, opinions and other documents of the types described in Section 6.19(b4.1(a), all in form and substance reasonably satisfactory to the Administrative Agent; (c) The Borrower may sell or transfer all or substantially all of its assets (including stock in its Subsidiaries) to any Person if Person, so long as (x) such Person is a Subsidiary of the Borrower (or a Person who will contemporaneously therewith become a Subsidiary of the Borrower), and (y) such Subsidiary (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of the Borrower under this Agreement and the other Credit Documents pursuant to an assumption agreement, or pursuant to a new credit agreement and promissory notes, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent with respect to such transactions and agreements, the certificates, opinions and other documents of the types described in Section 4.1(a), all in form and substance reasonably satisfactory to the Administrative Agent; and (d) Holdings may sell or transfer all or substantially all of its assets (including stock in its Subsidiaries) to any Person if Person, so long as (x) such Person is a Subsidiary of Holdings (or a Person who will contemporaneously therewith become a Subsidiary of Holdings), and (y) such Subsidiary (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of Holdings under this Agreement and the other Credit Documents pursuant to an assumption agreement, or pursuant to a new Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent with respect to such transactions and agreements, the certificates, opinions and other documents of the types described in Section 4.1(a), all in form and substance reasonably satisfactory to the Administrative Agent; provided that in the case of any transaction described in the preceding clauses (a) through (d), no Default or Event of Default (including, without limitation, pursuant to Section 7.1(j)) shall exist immediately prior to, or after giving effect to, such transaction.

Restrictions on Fundamental Changes. Other than in connection with the Redomestication Transactions, neither the The Borrower nor, after the Redomestication Effective Date, Holdings, shall not merge, consolidate, amalgamate or complete a scheme of arrangement with any other Person, or cause or permit any dissolution or winding up of the Borrower or, after the Redomestication Effective Date, HoldingsBorrower, or liquidation of its assets, or sell, transfer or otherwise dispose of all or substantially all of the Borrower’s or, after the Redomestication Effective Date, Holdings’, assets, except that: (a) The Borrower may merge with or into, or consolidate, amalgamate or complete a scheme of arrangement with, any other Person if upon the consummation of any such merger, consolidation, amalgamation or scheme of arrangement (x) the Borrower is the surviving Person to any such merger, consolidation, amalgamation or scheme of arrangement, or (y) the surviving Person (I) is organized under the laws of a Permitted Jurisdiction, Jurisdiction and (II) shall assume all obligations of the Borrower under this Agreement and the other Credit Documents pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent with respect to such transactions and assumption agreement, certificates, opinions and other documents of the types described in Section 6.19(b), all in form and substance reasonably satisfactory to the Administrative Agent;Lenders; and (b) Holdings may merge into, or consolidate, amalgamate or complete a scheme of arrangement with, any other Person if upon the consummation of any such merger, consolidation, amalgamation or scheme of arrangement (x) Holdings is the surviving Person to any such merger, consolidation, amalgamation or scheme of arrangement, or (y) the surviving Person (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of Holdings under the Holdings Guaranty pursuant to an assumption agreement, or pursuant to a new Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent with respect to such transactions and agreements, certificates, opinions and other documents of the types described in Section 6.19(b), all in form and substance reasonably satisfactory to the Administrative Agent; (c) The Borrower may sell or transfer all or substantially all of its assets (including stock in its Subsidiaries) to any Person if Person, so long as (x) such Person is a Subsidiary of the Borrower (or a Person who will contemporaneously therewith become a Subsidiary of the Borrower); and , and (dy) Holdings may sell such Subsidiary (I) is organized under the laws of a Permitted Jurisdiction and (II) shall assume all obligations of the Borrower under this Agreement and the other Credit Documents pursuant to an assumption agreement, or transfer all or substantially all of its assets (including stock pursuant to a new credit agreement and promissory notes, in its Subsidiaries) each case in form and substance reasonably satisfactory to any Person if such Person is a Subsidiary of Holdings (or a Person who will contemporaneously therewith become a Subsidiary of Holdings)the Lenders; provided that in the case of any transaction described in the preceding clauses (a) through and (db), no Default or Event of Default (including, without limitation, pursuant to Section 7.1(j)) shall exist immediately prior to, or after giving effect to, such transaction.

Restrictions on Fundamental Changes. Other than Borrower shall not whether in connection with the Redomestication Transactionsone transaction or a series of transactions: (i) merge or consolidate with, neither the Borrower nor, after the Redomestication Effective Date, Holdings, shall merge, consolidate, amalgamate or complete a scheme of arrangement with any other Person, or cause or permit any dissolution of the Borrower orSubsidiary to merge or consolidate with, after the Redomestication Effective Date, Holdings, any Person or liquidation of its assets, or sell, transfer or otherwise dispose of acquire all or substantially all of the Borrower’s or, after the Redomestication Effective Date, Holdings’, assets, except that: (a) The Borrower may merge into, or consolidate, amalgamate or complete a scheme of arrangement with, any other Person if upon the consummation Capital Stock of any such mergerPerson; provided, consolidationhowever, amalgamation or scheme of arrangement (x) the Borrower is the surviving Person to that any such merger, consolidation, amalgamation merger or scheme of arrangement, or (y) the surviving Person (I) consolidation will be permitted if it is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of the Borrower under this Agreement and the other Credit Documents pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent with respect to such transactions and assumption agreement, certificates, opinions and other documents of the types described in Section 6.19(b), all in form and substance reasonably satisfactory to the Administrative AgentTransaction; (bii) Holdings may merge intoacquire all or substantially all, or consolidate, amalgamate or complete a scheme of arrangement with, permit any other Person if upon the consummation of any such merger, consolidation, amalgamation or scheme of arrangement (x) Holdings is the surviving Person Borrower Subsidiary to any such merger, consolidation, amalgamation or scheme of arrangement, or (y) the surviving Person (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of Holdings under the Holdings Guaranty pursuant to an assumption agreement, or pursuant to a new Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent with respect to such transactions and agreements, certificates, opinions and other documents of the types described in Section 6.19(b), all in form and substance reasonably satisfactory to the Administrative Agent; (c) The Borrower may sell or transfer acquire all or substantially all of its (i) the assets (including stock in its Subsidiaries) to of any Person or (ii) the assets constituting the business of a division, branch or other unit operation of any Person, provided, however, that (A) any such acquisition will be permitted if such Person acquisition is a Permitted Transaction; and (B) any Borrower Subsidiary of the Borrower (or a Person who will contemporaneously therewith become a Subsidiary of the Borrower); and (d) Holdings may sell or transfer acquire all or substantially all of the assets of (or the assets constituting the business of a division, branch or other unit operation of) any other Borrower Subsidiary; or (iii) sell, convey, transfer, lease or otherwise dispose of, or permit any Borrower Subsidiary to sell, convey, transfer, lease or otherwise dispose of, any of its assets or any interest therein to any Person, or any interest in the Project or Project assets, or permit or suffer any other Person to acquire any interest in any of its assets, except if such disposition is (including stock 1) a Permitted Transaction, (2) in respect of any Indebtedness permitted under Section 6.3(h) or any Permitted SWVP-018554 Liens, (3) otherwise permitted under item (i) or (ii) above, (4) a sale or disposition of inventory in the ordinary course of business and/or assets which have become obsolete, unneeded or are replaced in the ordinary course of business, (5) in respect of the sale or other disposition of equipment that Borrower determines is no longer useful in its Subsidiariesbusiness or (6) in respect of the relinquishment, surrender or termination of any non- material part of any mining rights, leases, or mineral claims constituting the Project if Borrower, acting reasonably, determines that the cost of maintaining such mining rights, leases, or mineral claims is not justified and such relinquishment, surrender or termination would not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything contained herein to the contrary, this Section 6.3(c)(iii) shall not apply to any Person if such Person grant of a Lien on all or any portion of the Collateral with respect to Indebtedness that is a Subsidiary of Holdings (or a Person who will contemporaneously therewith become a Subsidiary of Holdingspermitted under Section 6.3(h); provided in the case of any transaction described in the preceding clauses (a) through (d), no Default or Event of Default shall exist immediately prior to, or after giving effect to, such transaction.

Restrictions on Fundamental Changes. Other than in connection with None of the Redomestication Transactions, neither the Borrower nor, after the Redomestication Effective DateBorrower, Holdings, TINC or any other Guarantor that owns a Collateral Rig shall merge, consolidate, amalgamate or complete a scheme of arrangement with any other Person, or cause or permit any dissolution or winding up of the Borrower or, after the Redomestication Effective DateBorrower, Holdings, TINC or any such Guarantor, or liquidation of its assets, or sell, transfer or otherwise dispose of all or substantially all of the Borrower’s or, after the Redomestication Effective Date’s, Holdings’, assetsTINC’s or any such Guarantor’s assets or any Collateral Rig, except that: (a) The Borrower TINC may merge with or into, or consolidate, amalgamate or complete a scheme of arrangement with, any other Person if upon the consummation of any such merger, consolidation, amalgamation or scheme of arrangement (x) the Borrower TINC is the surviving Person to any such merger, consolidation, amalgamation or scheme of arrangement, or (y) the surviving Person (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of TINC under the Borrower under this Agreement Parent Guaranty and the other Credit Documents pursuant to an assumption agreement agreement, or pursuant to a new Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent with respect to such transactions and assumption agreement, the certificates, opinions and other documents of the types described in Section 6.19(b4.1(a), all in form and substance reasonably satisfactory to the Administrative Agent; (b) Holdings may merge with or into, or consolidate, amalgamate or complete a scheme of arrangement with, any other Person if upon the consummation of any such merger, consolidation, amalgamation or scheme of arrangement (x) Holdings is the surviving Person to any such merger, consolidation, amalgamation or scheme of arrangement, or (y) the surviving Person (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of Holdings under the Holdings Parent Guaranty and the other Credit Documents pursuant to an assumption agreement, or pursuant to a new Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent with respect to such transactions and agreements, the certificates, opinions and other documents of the types described in Section 6.19(b4.1(a), all in form and substance reasonably satisfactory to the Administrative Agent; (c) The Borrower and any Guarantor that owns a Collateral Rig may merge with or into, or consolidate, amalgamate or complete a scheme of arrangement with, any other Person if upon the consummation of any such merger, consolidation, amalgamation or scheme of arrangement (x) such Loan Party is the surviving Person to any such merger, consolidation, amalgamation or scheme of arrangement, or (y) the surviving Person (I) is organized under the laws of a Permitted Jurisdiction or Switzerland, (II) shall assume all obligations of such Loan Party under this Agreement and the other Credit Documents pursuant to an assumption agreement, or pursuant to a counterpart to the applicable Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent, (III) shall deliver or cause to be delivered to the Administrative Agent with respect to such transactions and agreements, the certificates, opinions and other documents of the types described in Section 4.1(a) and in the Collateral and Guaranty Requirements, all in form and substance reasonably satisfactory to the Administrative Agent and (IV) the Collateral and Guaranty Requirements in respect of the Collateral Rigs owned by such Loan Party remain satisfied to the reasonable satisfaction of the Collateral Agent; (d) TINC may sell or transfer all or substantially all of its assets (including stock in its Subsidiaries) to any Person if Person, so long as (x) such Person is a Subsidiary of the Borrower TINC (or a Person who will contemporaneously therewith become a Subsidiary of TINC), and (y) such Subsidiary (I) is organized under the Borrowerlaws of a Permitted Jurisdiction, (II) shall assume all obligations of TINC under this Agreement and the other Credit Documents pursuant to an assumption agreement, or pursuant to a new Parent Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent with respect to such transactions and agreements, the certificates, opinions and other documents of the types described in Section 4.1(a); and, all in form and substance reasonably satisfactory to the Administrative Agent; (de) Holdings may sell or transfer all or substantially all of its assets (including stock in its Subsidiaries) to any Person if Person, so long as (x) such Person is a Subsidiary of Holdings (or a Person who will contemporaneously therewith become a Subsidiary of Holdings), and (y) such Subsidiary (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of Holdings under this Agreement and the other Credit Documents pursuant to an assumption agreement, or pursuant to a new Parent Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent with respect to such transactions and agreements, the certificates, opinions and other documents of the types described in Section 4.1(a), all in form and substance reasonably satisfactory to the Administrative Agent; and (f) The Borrower and any Guarantor that owns a Collateral Rig may sell or transfer all or substantially all of its assets (including stock in its Subsidiaries) or any Collateral Rig to any Person, so long as (x) such Person is a Subsidiary of Holdings (or a Person who will contemporaneously therewith become a Subsidiary of Holdings), and (y) such Subsidiary (I) is organized under the laws of a Permitted Jurisdiction or Switzerland, (II) shall assume all obligations of such Loan Party under this Agreement and the other Credit Documents pursuant to an assumption agreement, or pursuant to a counterpart to the Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent, (III) shall deliver or cause to be delivered to the Administrative Agent with respect to such transactions and agreements, the certificates, opinions and other documents of the types described in Section 4.1(a) and in the Collateral and Guaranty Requirements, all in form and substance reasonably satisfactory to the Administrative Agent and (IV) the Collateral and Guaranty Requirements in respect of the Collateral Rigs owned by such Loan Party remain satisfied to the reasonable satisfaction of the Collateral Agent; provided that in the case of any transaction described in the preceding clauses (a) through (df), no Default or Event of Default (including, without limitation, pursuant to Section 7.1(j)) shall exist immediately prior to, or after giving effect to, such transaction.

Restrictions on Fundamental Changes. Other than in connection with the Redomestication Transactions, neither Neither the Borrower nor, after the Redomestication Effective Date, Holdings, nor Holdings nor any Core Subsidiary Guarantor shall merge, consolidate, amalgamate or complete a scheme of arrangement with any other Person, or cause or permit any dissolution or winding up of the Borrower or, after the Redomestication Effective Date, Holdingsor Holdings or any Core Subsidiary Guarantor, or liquidation of its assets, or sell, transfer or otherwise dispose of all or substantially all of the Borrower’s or, after the Redomestication Effective Date, or Holdings’, ’ or any Core Subsidiary Guarantor’s assets, except that: (a) The Borrower may merge with or into, or consolidate, amalgamate or complete a scheme of arrangement with, any other Person if upon the consummation of any such merger, consolidation, amalgamation or scheme of arrangement (x) the Borrower is the surviving Person to any such merger, consolidation, amalgamation or scheme of arrangement, or (y) the surviving Person (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of the Borrower under this Agreement and the other Credit Documents pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent and/or the Collateral Agent with respect to such transactions and assumption agreement, the certificates, opinions and other documents of the types described in Section 6.19(b4.1(a), all in form and substance reasonably satisfactory to the Administrative Agent; (b) Holdings may merge with or into, or consolidate, amalgamate or complete a scheme of arrangement with, any other Person if upon the consummation of any such merger, consolidation, amalgamation or scheme of arrangement (x) Holdings is the surviving Person to any such merger, consolidation, amalgamation or scheme of arrangement, or (y) the surviving Person (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of Holdings under this Agreement and the Holdings Guaranty other Credit Documents pursuant to an assumption agreement, or pursuant to a new Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent and/or the Collateral Agent with respect to such transactions and agreements, the certificates, opinions and other documents of the types described in Section 6.19(b4.1(a), all in form and substance reasonably satisfactory to the Administrative Agent; (c) Any Core Subsidiary Guarantor may merge with or into, or consolidate, amalgamate or complete a scheme of arrangement with, any other Person if upon the consummation of any such merger, consolidation, amalgamation or scheme of arrangement (x) such Core Subsidiary Guarantor is the surviving Person to any such merger, consolidation, amalgamation or scheme of arrangement, or (y) the surviving Person (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of such Core Subsidiary Guarantor under this Agreement and the other Credit Documents pursuant to an assumption agreement, or pursuant to a new Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent and/or the Collateral Agent with respect to such transactions and agreements, the certificates, opinions and other documents of the types described in Section 4.1(a), all in form and substance reasonably satisfactory to the Administrative Agent; (d) The Borrower may sell or transfer all or substantially all of its assets (including stock in its Subsidiaries) to any Person if Person, so long as (x) such Person is a Subsidiary of the Borrower (or a Person who will contemporaneously therewith become a Subsidiary of the Borrower), and (y) such Subsidiary (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of the Borrower under this Agreement and the other Credit Documents pursuant to an assumption agreement, or pursuant to a new credit agreement and promissory notes, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent and/or the Collateral Agent with respect to such transactions and agreements, the certificates, opinions and other documents of the types described in Section 4.1(a), all in form and substance reasonably satisfactory to the Administrative Agent; and (de) Holdings may sell or transfer all or substantially all of its assets (including stock in its Subsidiaries) to any Person if Person, so long as (x) such Person is a Subsidiary of Holdings (or a Person who will contemporaneously therewith become a Subsidiary of Holdings), and (y) such Subsidiary (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of Holdings under this Agreement and the other Credit Documents pursuant to an assumption agreement, or pursuant to a new Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent and/or the Collateral Agent with respect to such transactions and agreements, the certificates, opinions and other documents of the types described in Section 4.1(a), all in form and substance reasonably satisfactory to the Administrative Agent; (f) Any Core Subsidiary Guarantor may sell or transfer all or substantially all of its assets (including stock in its Subsidiaries) to any Person, so long as (x) such Person is a Subsidiary of Holdings (or a Person who will contemporaneously therewith become a Subsidiary of Holdings), and (y) such Subsidiary (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of such Core Subsidiary Guarantor under this Agreement and the other Credit Documents pursuant to an assumption agreement, or pursuant to a new Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent and/or the Collateral Agent with respect to such transactions and agreements, the certificates, opinions and other documents of the types described in Section 4.1(a), all in form and substance reasonably satisfactory to the Administrative Agent; provided that in the case of any transaction described in the preceding clauses (a) through (df), no Default or Event of Default (including, without limitation, pursuant to Section 7.1(j)) shall exist immediately prior to, or after giving effect to, such transaction.