the merger, consolidation or amalgamation of # any Subsidiary of the Borrower with or into the Borrower, provided the Borrower is the surviving or continuing or resulting corporation; # any Immaterial Subsidiary into any other Immaterial Subsidiary, provided that if any such Immaterial Subsidiary is a Subsidiary Guarantor, such Subsidiary Guarantor shall be the surviving or continuing or resulting Person; # any Subsidiary of the Borrower with or into any other Subsidiary (other than an Immaterial Subsidiary), provided that the surviving or continuing or resulting Person is not a Foreign Subsidiary and is or becomes a Subsidiary Guarantor; or # any Foreign Subsidiary of the Borrower with or into any other Foreign Subsidiary of the Borrower;

any Subsidiary may merge with # a Borrower, provided that such Borrower shall be the merger, consolidationcontinuing or amalgamation ofsurviving Person, or # any Subsidiary of the Borrower withone or into the Borrower, provided the Borrower is the surviving or continuing or resulting corporation; # any Immaterial Subsidiary into anymore other Immaterial Subsidiary,Subsidiaries, provided that ifwhen any such Immaterial SubsidiaryGuarantor is a Subsidiary Guarantor, such Subsidiarymerging with another Subsidiary, the Guarantor shall be the surviving or continuing or resultingsurviving Person; # any Subsidiary of the Borrower with or into any other Subsidiary (other than an Immaterial Subsidiary), provided that the surviving or continuing or resulting Person is not a Foreign Subsidiary and is or becomes a Subsidiary Guarantor; or # any Foreign Subsidiary of the Borrower with or into any other Foreign Subsidiary of the Borrower;

(i) any Subsidiary may merge with the merger,Borrower, provided that the Borrower shall be the continuing or surviving Person, # any Person (other than the Borrower) may merge or consolidate with any Subsidiary, provided that the continuing or surviving Person is a Subsidiary and, if any party to such merger or consolidation or amalgamation ofis a Guarantor, is a Guarantor and # any Subsidiary ofmay merge into or consolidate with any Person in a transaction permitted by Section 6.04 in which the Borrower with or into the Borrower, provided the Borrower is the surviving or continuing or resulting corporation; # any Immaterial Subsidiary into any other Immaterial Subsidiary, provided that if any such Immaterial Subsidiary is a Subsidiary Guarantor, such Subsidiary Guarantor shall be the surviving or continuing or resulting Person; # any Subsidiary of the Borrower with or into any other Subsidiary (other than an Immaterial Subsidiary), provided that the surviving or continuing or resulting Person is not a Foreign SubsidiarySubsidiary; and is or becomes a Subsidiary Guarantor; or # any Foreign Subsidiary of the Borrower with or into any other Foreign Subsidiary of the Borrower;

the merger, consolidation or amalgamation of # any Subsidiary Guarantor of the Borrower may be merged or consolidated with or into the Borrower, provided the Borrower is the surviving or continuing or resulting corporation; # any Immaterial Subsidiary into any other Immaterial Subsidiary,Subsidiary Guarantor; provided that # at the time thereof and after giving effect thereto, no Default shall have occurred or be continuing, # if any such Immaterial Subsidiary istransaction shall be between a Subsidiary Guarantor and a wholly owned Subsidiary Guarantor, suchthe wholly owned Subsidiary Guarantor shall be the surviving or continuing or resulting Person;surviving corporation and # if any Subsidiary ofsuch transaction shall be between the Borrower with or into any otherand a Subsidiary (other than an Immaterial Subsidiary), provided thatGuarantor, the surviving orBorrower shall be the continuing or resulting Person is not a Foreign Subsidiary and is or becomes a Subsidiary Guarantor; or # any Foreign Subsidiary of the Borrower with or into any other Foreign Subsidiary of the Borrower;surviving corporation;

any Person (other than the merger, consolidationCompany) may consolidate, merge or amalgamation ofamalgamate with any Subsidiary, provided that # the surviving Person is a Subsidiary, # if any Subsidiary of the Borrower with or into theparty to such transaction is a Borrower, provided thesuch Borrower is the surviving or continuing or resulting corporation;Person and # any Immaterial Subsidiary into any other Immaterial Subsidiary, provided that if any party to such Immaterial Subsidiarytransaction is a Subsidiary Guarantor, such Subsidiary Guarantor shall be the surviving or continuing or resulting Person; # any Subsidiary of the Borrower with or into any other Subsidiary (other than an Immaterial Subsidiary), provided that the surviving or continuing or resulting Person is not a Foreign Subsidiary and is or becomes a Subsidiary Guarantor; or # any Foreign Subsidiary of the Borrower with or into any other Foreign Subsidiary of the Borrower;

any Subsidiary may merge with # the merger, consolidationCompany; provided that the Company shall be the continuing or amalgamation ofsurviving Person, or # any Subsidiary of the Borrower withone or into the Borrower,more other Subsidiaries; provided thethat # when any Designated Borrower is merging with another Subsidiary, such Designated Borrower shall be the surviving or continuing or resulting corporation;surviving Person, # when any ImmaterialDomestic Subsidiary into any other Immaterial Subsidiary, provided that if any such ImmaterialGuarantor is merging with another Subsidiary is(other than a Subsidiary Guarantor, suchDesignated Borrower), a Domestic Subsidiary Guarantor shall be the surviving or continuing or resultingsurviving Person, # when any Foreign Subsidiary Guarantor is merging with another Subsidiary (other than a Designated Borrower or Domestic Subsidiary Guarantor), a Foreign Subsidiary Guarantor shall be the continuing or surviving Person, and # when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person; # any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower withCompany or into any other Subsidiary (other than an Immaterial Subsidiary),to another Subsidiary; provided that # if the survivingtransferor in such a transaction is a Designated Borrower that is a Domestic Subsidiary or continuinga Domestic Subsidiary Guarantor, then the transferee must be the Company, a Designated Borrower that is a Domestic Subsidiary or resulting Persona Domestic Subsidiary Guarantor and # if the transferor in such a transaction is nota Designated Borrower that is a Foreign Subsidiary and is or becomesa Foreign Subsidiary Guarantor, then the transferee must be the Company, a Designated Borrower or a Subsidiary Guarantor; or # any Foreign Subsidiary of the Borrower with or into any other Foreign Subsidiary of the Borrower;

the merger, consolidationBorrower or amalgamation of # any Subsidiary of the Borrowermay merge or consolidate with or into the Borrower, provided the Borrower is the surviving or continuing or resulting corporation; # any Immaterial Subsidiary into any other Immaterial Subsidiary,Person so long as at the time thereof and after giving effect thereto, no Default shall have occurred or be continuing; provided that # if any such Immaterialtransaction shall be between the Borrower and another Person, the Borrower shall be the continuing or surviving corporation, # if any such transaction shall be between a wholly-owned Subsidiary isGuarantor and another Person (other than the Borrower), a Subsidiary Guarantor, suchwholly owned Subsidiary Guarantor shall be the surviving or continuing or resulting Person;surviving corporation and # if any such transaction shall be between a Subsidiary ofGuarantor and another Person (other than the Borrower with or into any othera wholly-owned Subsidiary (other than an Immaterial Subsidiary)Guarantor), provided thata Subsidiary Guarantor shall be the surviving or continuing or resulting Person is not a Foreign Subsidiary and is or becomes a Subsidiary Guarantor; or # any Foreign Subsidiary of the Borrower with or into any other Foreign Subsidiary of the Borrower;surviving corporation;