Common use of Merger or Consolidation; Asset Sales Clause in Contracts

Merger or Consolidation; Asset Sales. The Borrower shall not, and shall not permit any of its Subsidiaries to: (a) dissolve; provided that (i) any Loan Party (other than the Borrower) may dissolve as long as assets thereof are transferred to or become the Property of another Guarantor or Borrower; (ii) any Subsidiary that is not a Guarantor may dissolve as long as the assets thereof are transferred to or become the Property of a Guarantor or the Borrower or another Subsidiary that is not a Guarantor; and (iii) any CVRR Party, other than CVR Refining, LP, may dissolve in a transaction permitted by the CVRR Credit Agreement; (b) merge or consolidate with or into any other Person; provided that (i) the Borrower may merge or may be consolidated into any Guarantor if the Borrower is the surviving entity, (ii) any Loan Party (other than the Borrower) may merge or may be consolidated into any other Guarantor, (iii) any Subsidiary that is not a Guarantor may merge or may be consolidated into any Guarantor or the Borrower or another Subsidiary that is not a Guarantor; (iv) any Subsidiary may merge or may be consolidated with any other Person as part of a Disposition permitted by Section 6.04(c); (v) any CVRR Party may engage in any such merger or consolidation which is permitted by the CVRR Credit Agreement; and (vi) any Loan Party or Subsidiary may enter into mergers or consolidations as part of an Acquisition permitted by Section 6.07; or (c) Dispose of any of its Property (including, without limitation, any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral fee interest), other than: (i) the sale of inventory, the use of cash, and the liquidation of Liquid Investments, in each case, in the ordinary course of business; (ii) the Disposition of equipment that is (A) obsolete or worn out and Disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person or (C) contemporaneously replaced by equipment of at least comparable value and use; (iii) the Disposition of Property (other than Collateral) between or among Loan Parties or between or among Subsidiaries that are not Loan Parties; (iv) the Disposition of Property from any Subsidiary that is not a Loan Party to any Loan Party; (v) Casualty Events and Dispositions constituting Liens permitted under Section 6.01, Restricted Payments permitted under Section 6.05 and Investments permitted under Section 6.06; (vi) licenses of intellectual property, none of which, in the aggregate, materially impair the operation of the business of any Loan Party; (vii) the abandonment of intellectual property that is no longer material to the operation of the business of any Loan Party; (viii) any Disposition of Property made by a CVRR Party which is permitted by the CVRR Credit Agreement to the extent made in the ordinary course of business; and (ix) the Disposition by any Loan Party or any Subsidiary of a Loan Party of the Xxxxxxx Assets so long as the fair market value of the Xxxxxxx Assets Disposed of does not exceed $50,000,000.

Merger or Consolidation; Asset Sales. The Borrower shall not, and shall not permit any of its Subsidiaries toNo Credit Party shall: (a) dissolve; provided that (i) any Loan Party (other than the Borrower) may dissolve as long as assets thereof are transferred to or become the Property of another Guarantor or Borrower; (ii) any Subsidiary that is not a Guarantor may dissolve as long as the assets thereof are transferred to or become the Property of a Guarantor or the Borrower or another Subsidiary that is not a Guarantor; and (iii) any CVRR Party, other than CVR Refining, LP, may dissolve in a transaction permitted by the CVRR Credit Agreement; (b) merge or consolidate with or into any other Person; provided that (i) the Borrower any Guarantor may merge or may be consolidated into consolidate with any Person (other than the Company) so long as a Guarantor if the Borrower is the surviving entityPerson or such Person becomes a Guarantor contemporaneously with such merger or consolidation, (ii) any Loan Credit Party (other than the Borrower) may merge or may be consolidated into any other Guarantor, consolidate with the Company so long as the Company is the surviving Person and (iii) any Subsidiary that is not a Guarantor may merge or may be consolidated into any Guarantor or the Borrower or another Subsidiary that is not a Guarantor; (iv) any Unrestricted Subsidiary may merge or may be consolidated consolidate with any other Person as part of a Disposition permitted by Section 6.04(c); (v) any CVRR Party may engage in any such merger or consolidation which is permitted by the CVRR Credit Agreement; and (vi) any Loan Party or Subsidiary may enter into mergers or consolidations as part of an Acquisition permitted by Section 6.07Unrestricted Subsidiary; or (cb) Dispose except as provided in clause (a) immediately above, make any Disposition of any of its Property (including, without limitation, any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral fee interest)Property, other than:than the following, which shall expressly exclude (x) the sale of the Property located at the Lxxxxxx Facility under Section 4.32(b)(vi) other than any such Disposition(s) for fair market value involving consideration of not more than $500,000 in the aggregate to a Person or Persons that is/are not an Unrestricted Subsidiary and (y) the Disposition of any of the Equity Interests of Agri-Energy, LLC (for the avoidance of doubt, the Disposition of the Real Property located at the Lxxxxxx Facility shall not be permitted under this Section 4.32(b) other than to the extent that there is availability in the $500,000 basket referenced in, and made in accordance with, clause (x) immediately above in this Section 4.32(b)): (i) [Reserved]; (ii) the sale Disposition of inventory, the use of cash, cash and the liquidation of Liquid Investments, in each case, Investments in the ordinary course of business; (iiiii) the Disposition of equipment Property that is (A) obsolete obsolete, worn out, depleted or worn out uneconomic and Disposed disposed of in the ordinary course of business, (B) no longer necessary for the business of the Credit Parties as reasonably determined by such Person or (CCredit Party or(C) with respect to any Equipment, contemporaneously replaced by equipment with Equipment of at least comparable value and use; (iiiiv) the Disposition of Property (other than CollateralA) between or among Loan Credit Parties or between or among Subsidiaries that are not Loan Parties; and (ivB) the Disposition of Property from by any Subsidiary that is not a Loan Credit Party to any Loan PartyCredit Party to the extent such transaction is otherwise permitted hereunder; (v) Casualty Events the Disposition of the Equity Interests of the Company in connection with a conversion of the Notes into Common Stock; (vi) Dispositions, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) are less than $15,000,000 with respect to all such Dispositions made through the Maturity Date; provided the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (with the exception of $250,000 of such consideration, which shall not be required to be at fair market value) (in the case of any Disposition the proceeds of which are in excess of $10,000,000, determined in good faith by the Board of Directors of the Company (or similar governing body)), no less than 70% of the proceeds thereof shall be paid in cash or Liquid Investments (with the exception of $250,000 of such consideration, which shall not be required to comply with the requirements set forth in this clause (B)) and (C) at the time of such Disposition, no Default or Event of Default shall have occurred and be continuing or would result therefrom, and provided, further, for the avoidance of doubt, that no Disposition under this clause (vi) shall be made to any Unrestricted Subsidiary; (vii) the sale, assignment, transfer, disposition or discount, in each case, without recourse, of accounts receivable arising in the ordinary course of business but only in connection with a compromise, settlement or collection; (viii) to the extent constituting Liens permitted under Section 6.01a Disposition, Restricted Payments permitted under Section 6.05 and Investments permitted under Section 6.064.33; (viix) (A) non-exclusive licenses of intellectual propertypatents, none trademarks, copyrights, and other Intellectual Property rights, (B) non-perpetual exclusive licenses of whichpatents, trademarks, copyrights, and other Intellectual Property rights with respect to geographic area, fields of use and customized products for specific customers that would not result in a transfer of title of the licensed property under Applicable Law, (C) the abandonment, lapse or other disposition of licenses, Intellectual Property or related rights that are no longer material to the conduct of the business of the Credit Parties as such business is operated and the license, lapse or abandonment of such licenses, Intellectual Property or related rights does not materially detract from any Credit Party’s value, (D) any election not to oppose any adverse reexamination process with respect to patents of such Credit Party to the extent such course of action is made by such Credit Party in the aggregate, materially impair exercise of its reasonable business judgment and (E) licensees of Intellectual Property in connection with the operation settlement of litigation or adverse claims related to such Intellectual Property provided that such settlement would not reasonably be expected to cause a Material Adverse Change; (x) leases or subleases of Real Property no longer used or no longer useful in the conduct of the business of any Loan Party; (vii) the abandonment Credit Party and other lease of intellectual property that is no longer material to the operation of the business of any Loan Party; (viii) any Disposition of Real Property made by a CVRR Party which is permitted by the CVRR Credit Agreement to the extent made in the ordinary course of business; and; (ixxi) sales of Inventory (as defined in the Security Agreement) to buyers in the ordinary course of business and/or the entering into of marketing distribution, supply, off take, development, or like agreements, in each case, relating to the sale of Inventory in the ordinary course of business and containing standard or customary terms for such agreements (which terms may include, without limitation, rights of first offer and/or exclusivity arrangements); (xii) the Disposition abandonment by any Loan Credit Party of any Property rights, franchises, licenses, that such Credit Party reasonably determines are not useful to its business or no longer commercially desirable, including, without limitation, leasehold interests in Real Property but excluding Intellectual Property; (xiii) any Disposition of any Equity Interest of any Unrestricted Subsidiary or any Subsidiary other Investment in any Unrestricted Subsidiary; (xiv) the granting of a Loan Party of the Xxxxxxx Assets Liens permitted by Section 4.29; (xv) any Casualty Event so long as the Net Cash Proceeds from such Casualty Event are applied, invested or reinvested in accordance with Section 3.14(c) hereof (to the extent required thereunder); (xvi) the leasing or subleasing of farmland and other assets of any Credit Party in the ordinary course of business; (xvii) the sale or issuance of Equity Interests of Company; (xviii) [Reserved]; (xix) the making of Investments permitted by Section 4.35 and the making of Restricted Payments permitted by Section 4.33; (xx) dispositions of assets in exchange or trade in for similarly valued assets so long as the assets so received by the Credit Party have a fair market value that is reasonably equivalent or greater to the fair market value of the Xxxxxxx Assets Disposed assets so disposed by such Credit Party and to the extent that the assets subject to such disposition constituted Collateral, the assets received in exchange or trade for such assets shall also constitute Collateral; (xxi) the surrender or waiver of does contractual rights or the settlement, release or surrender of contract claims or tort claims, in each case, (x) in the ordinary course of business or (y) to the extent that Credit Parties determine that such surrender, waiver, settlement or release is desirable, in their business judgment, for the continued efficient and profitable operation of the business of the Credit Parties so long as such surrender, waiver, settlement or release is not exceed $50,000,000reasonably likely to cause a Material Adverse Change; (xxii) any grant of an option to purchase, lease or acquire property to another Person, so long as the Disposition resulting therefrom would otherwise be permitted hereunder; (xxiii) [Reserved]; (xxiv) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (xxv) the unwinding of any Hedge Contract(s) pursuant to its or their terms; (xxvi) Dispositions of Property to the extent that (x) such Property is exchanged for credit against the purchase price of similar replacement Property that is promptly purchased or (y) the proceeds of such Disposition are promptly applied to the purchase price of such replacement Property (which replacement Property is actually promptly purchased) provided that, in each case, if the Property disposed of constituted Collateral, the replacement Property shall also constitute Collateral; (xxvii) the leasing of the FX Xxxxx Leased Bins by Agri-Energy to FX Xxxxx for the storage of the Subject Feedstock pursuant to the FX Xxxxx Lease Agreement; and (xxviii) the licensing of certain Intellectual Property pursuant to the Butamax License Agreement. (c) Notwithstanding Section 4.32(b) hereof, the Credit Parties shall not transfer, convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the Credit Parties’ business and/or Property (by way of merger, asset sale or otherwise). For the avoidance of doubt, (i) any Net Cash Proceeds from a Disposition of any Credit Party’s Property shall be subject to the terms of Section 3.14(a), (ii) no Dispositions shall be permitted by any Credit Party to any Unrestricted Subsidiary on terms that are less favorable to such Credit Party than those that might be obtained at the time from a Person who is not an Affiliate or Subsidiary other than Investments (constituting Dispositions) permitted under Sections 3.35(s), 3.35(v), 3.35(x) and 3.35(y) and (iii) no Disposition of the Lxxxxxx Facility, nor any Property at the Lxxxxxx Facility, shall be permitted by any Credit Party to any Unrestricted Subsidiary, directly or indirectly.

Merger or Consolidation; Asset Sales. The Borrower No Credit Party shall, nor shall not, and shall not it permit any of its Subsidiaries (other than the Excluded Subsidiaries) to: (a) dissolve; provided that (i) any Loan Party (other than the Borrower) may dissolve as long as assets thereof are transferred to or become the Property of another Guarantor or Borrower; (ii) any Subsidiary that is not a Guarantor may dissolve as long as the assets thereof are transferred to or become the Property of a Guarantor or the Borrower or another Subsidiary that is not a Guarantor; and (iii) any CVRR Party, other than CVR Refining, LP, may dissolve in a transaction permitted by the CVRR Credit Agreement; (b) merge or consolidate with or into any other Person; provided that (i) the Borrower any Guarantor may merge or consolidate with any Person (other than Borrower) so long as a Guarantor is the surviving Person or such Person becomes a Guarantor contemporaneously with such merger or consolidation, (ii) any Credit Party may be consolidated into any Guarantor if merge or consolidate with the Borrower so long as the Borrower is the surviving entity, (ii) any Loan Party (other than the Borrower) may merge or may be consolidated into any other Guarantor, Person and (iii) any Subsidiary that is not a Guarantor may merge or may be consolidated into any Guarantor or the Borrower or another Subsidiary that is not a Guarantor; (iv) any Excluded Subsidiary may merge or may be consolidated consolidate with any other Person as part of a Disposition permitted by Section 6.04(c); (v) any CVRR Party may engage in any such merger or consolidation which is permitted by the CVRR Credit Agreement; and (vi) any Loan Party or Subsidiary may enter into mergers or consolidations as part of an Acquisition permitted by Section 6.07Excluded Subsidiary; or (cb) Dispose except as provided in clause (a) immediately above, make any Disposition of any of its Property (including, without limitation, any working interestWorking Interest, overriding royalty interestRoyalty Interest, production payments, net profits interest, royalty interestRoyalty Interest, or mineral fee interest), other thanthan the following: (i) the sale of inventory, Hydrocarbons in the use ordinary course of cash, Credit Parties’ business; (ii) the Disposition of cash and the liquidation of Liquid Investments, in each case, Investments in the ordinary course of business; (iiiii) the Disposition of equipment Property that is (A) obsolete obsolete, worn out, depleted or worn out uneconomic and Disposed disposed of in the ordinary course of business, (B) no longer necessary for the business of the Credit Parties as reasonably determined by such Person Credit Party or (C) with respect to any Equipment, contemporaneously replaced by equipment with Equipment of at least comparable value and use; (iiiiv) the Disposition of Property (other than CollateralA) between or among Loan Credit Parties or between or among Subsidiaries that are not Loan Parties; and (ivB) the Disposition of Property from by any Subsidiary that is not a Loan Credit Party to any Loan PartyCredit Party to the extent such transaction is otherwise permitted hereunder; (v) Casualty Events the Disposition of frac tanks of the Credit Parties and/or their Subsidiaries; (vi) Dispositions, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) are less than $15,000,000 with respect to all such Dispositions made through the Stated Term Loan Maturity Date; provided (A) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (with the exception of $250,000 of such consideration, which shall not be required to be at fair market value) (in the case of any Disposition the proceeds of which are in excess of $10,000,000, determined in good faith by the Board of Directors of the Borrower (or similar governing body)), (B) no less than 70% of the proceeds thereof shall be paid in cash or Liquid Investments (with the exception of $250,000 of such consideration, which shall not be required to comply with the requirements set forth in this clause (B)) and (C) at the time of such Disposition, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (vii) the sale, assignment, transfer, disposition or discount, in each case, without recourse, of accounts receivable arising in the ordinary course of business but only in connection with a compromise, settlement or collection; (viii) to the extent constituting Liens permitted under Section 6.01a Disposition, Restricted Payments permitted under Section 6.05 and Investments permitted under Section 6.066.5; (viix) (A) non-exclusive licenses of intellectual propertypatents, none trademarks, copyrights, and other Intellectual Property rights and (B) the abandonment, lapse or other disposition of whichlicenses, Intellectual Property or related rights that are no longer material to the conduct of the business of the Credit Parties, their Subsidiaries or JV Company as such business is operated and the license, lapse or abandonment of such licenses, Intellectual Property or related rights does not materially detract from any Credit Party’s value; (x) leases or subleases of Real Property no longer used or no longer useful in the aggregate, materially impair the operation conduct of the business of any Loan Party; (vii) the abandonment Credit Party and other lease of intellectual property that is no longer material to the operation of the business of any Loan Party; (viii) any Disposition of Real Property made by a CVRR Party which is permitted by the CVRR Credit Agreement to the extent made in the ordinary course of business; and; (ixxi) sales of Inventory (as defined in the Pledge and Security Agreement) to buyers in the ordinary course of business and/or the entering into of marketing distribution, supply, off take, development, or like agreements, in each case, relating to the sale of Inventory in the ordinary course of business and containing standard or customary terms for such agreements (which terms may include, without limitation, rights of first offer and/or exclusivity arrangements); (xii) the Disposition abandonment by any Loan Credit Party or any of its Subsidiaries of any Property rights, franchises, licenses, that such Credit Party or Subsidiary reasonably determines are not useful to its business or no longer commercially desirable, including, without limitation, leasehold interests in Real Property but excluding Intellectual Property; (xiii) any Disposition of any Equity Interest of any Excluded Subsidiary or any other Investment in any Excluded Subsidiary; provided that immediately after giving effect to such Disposition, such Excluded Subsidiary shall continue to constitute a Subsidiary of a Loan Party the applicable Credit Party; (xiv) the granting of the Xxxxxxx Assets Liens permitted by Section 6.1; (xv) any Casualty Event so long as the Net Cash Proceeds from such Casualty Event are applied, invested or reinvested in accordance with Section 2.8(f) hereof (to the extent required thereunder); (xvi) any Sale Lease Transaction permitted under Section 6.10 hereof; (xvii) the sale or issuance of Equity Interests of Borrower provided that the Net Equity Proceeds therefrom are applied in accordance with Section 2.8(g) hereof; (xviii) Reserved; (xix) the making of Investments permitted by Section 6.7 and the making of Restricted Payments permitted by Section 6.5; (xx) dispositions of assets in exchange or trade in for similarly valued assets so long as the assets so received by the Credit Party or Subsidiary have a fair market value that is reasonably equivalent or greater to the fair market value of the Xxxxxxx Assets Disposed assets so disposed by such Credit Party or Subsidiary and to the extent that the assets subject to such disposition constituted Collateral, the assets received in exchange or trade for such assets shall also constitute Collateral; (xxi) the surrender or waiver of does contractual rights or the settlement, release or surrender of contract claims or tort claims, in each case, in the ordinary course of business; (xxii) any grant of an option to purchase, lease or acquire property to another Person, so long as the Disposition resulting therefrom would otherwise be permitted hereunder; (xxiii) Reserved; (xxiv) Reserved; (xxv) the unwinding of any Hedge Contract(s) pursuant to its or their terms; and (xxvi) Dispositions of Property to the extent that (x) such Property is exchanged for credit against the purchase price of similar replacement Property that is promptly purchased or (y) the proceeds of such Disposition are promptly applied to the purchase price of such replacement Property (which replacement Property is actually promptly purchased) provided that, in each case, if the Property disposed of constituted Collateral, the replacement Property shall also constitute Collateral. (c) Notwithstanding Section 6.4(b) hereof, the Credit Parties shall not exceed $50,000,000(nor shall they permit their Subsidiaries (other than the Excluded Subsidiaries) to) transfer, convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the Credit Parties’ business and/or Property. For the avoidance of doubt, any Net Cash Proceeds from a Disposition of any Credit Party’s Property shall be subject to the terms of Section 2.8(c).

Merger or Consolidation; Asset Sales. The Borrower shall not, and shall not permit any of its Subsidiaries toNo Credit Party shall: (a) dissolve; provided that (i) any Loan Party (other than the Borrower) may dissolve as long as assets thereof are transferred to or become the Property of another Guarantor or Borrower; (ii) any Subsidiary that is not a Guarantor may dissolve as long as the assets thereof are transferred to or become the Property of a Guarantor or the Borrower or another Subsidiary that is not a Guarantor; and (iii) any CVRR Party, other than CVR Refining, LP, may dissolve in a transaction permitted by the CVRR Credit Agreement; (b) merge or consolidate with or into any other Person; provided that (i) the Borrower any Guarantor may merge or consolidate with any Person (other than Borrower) so long as a Guarantor is the surviving Person or such Person becomes a Guarantor contemporaneously with such merger or consolidation, (ii) any Credit Party may be consolidated into any Guarantor if merge or consolidate with the Borrower so long as the Borrower is the surviving entity, (ii) any Loan Party (other than the Borrower) may merge or may be consolidated into any other Guarantor, Person and (iii) any Subsidiary that is not a Guarantor may merge or may be consolidated into any Guarantor or the Borrower or another Subsidiary that is not a Guarantor; (iv) any Excluded Subsidiary may merge or may be consolidated consolidate with any other Person as part of a Disposition permitted by Section 6.04(c); (v) any CVRR Party may engage in any such merger or consolidation which is permitted by the CVRR Credit Agreement; and (vi) any Loan Party or Subsidiary may enter into mergers or consolidations as part of an Acquisition permitted by Section 6.07Excluded Subsidiary; or (cb) Dispose except as provided in clause (a) immediately above, make any Disposition of any of its Property (including, without limitation, any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral fee interest)Property, other than:than the following, which shall expressly exclude (x) the sale of the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156 under Section 6.4(b)(vi) other than any such Disposition for fair market value involving consideration of not more than $500,000 with respect to any single Disposition or series of related Dispositions or more than $2,000,000 in the aggregate for all such Dispositions per year and (y) any of the Equity Interests of Agri-Energy, LLC (for the avoidance of doubt, the Disposition of Real Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, XX 00000 shall not be permitted under Section 6.4(b) other than to the extent that there is availability in the $500,000 and $2,000,000 baskets referenced in clause (x) immediately above in this Section 6.4(b)): (i) [...***...]; * (ii) the sale Disposition of inventory, the use of cash, cash and the liquidation of Liquid Investments, in each case, Investments in the ordinary course of business; (iiiii) the Disposition of equipment Property that is (A) obsolete obsolete, worn out, depleted or worn out uneconomic and Disposed disposed of in the ordinary course of business, (B) no longer necessary for the business of the Credit Parties as reasonably determined by such Person Credit Party or (C) with respect to any Equipment, contemporaneously replaced by equipment with Equipment of at least comparable value and use; (iiiiv) the Disposition of Property (other than CollateralA) between or among Loan Credit Parties or between or among Subsidiaries that are not Loan Parties; and (ivB) the Disposition of Property from by any Subsidiary that is not a Loan Credit Party to any Loan PartyCredit Party to the extent such transaction is otherwise permitted hereunder; (v) Casualty Events the Disposition of the Equity Interests of the Borrower in connection with a conversion of the Convertible Notes into Common Stock; (vi) Dispositions, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) are less than $15,000,000 with respect to all such Dispositions made through the Stated Maturity Date; provided (A) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (with the exception of $250,000 of such consideration, which shall not be required to be at fair market value) (in the case of any Disposition the proceeds of which are in excess of $10,000,000, determined in good faith by the Board of Directors of the Borrower (or similar governing body)), (B) no less than 70% of the proceeds thereof shall be paid in cash or Liquid Investments (with the exception of $250,000 of such consideration, which shall not be required to comply with the requirements set forth in this clause (B)) and (C) at the time of such Disposition, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (vii) the sale, assignment, transfer, disposition or discount, in each case, without recourse, of accounts receivable arising in the ordinary course of business but only in connection with a compromise, settlement or collection; (viii) to the extent constituting Liens permitted under Section 6.01a Disposition, Restricted Payments permitted under Section 6.05 and Investments permitted under Section 6.066.5; (viix) (A) non-exclusive licenses of intellectual propertypatents, none trademarks, copyrights, and other Intellectual Property rights, (B) non-perpetual exclusive licenses of whichpatents, trademarks, copyrights, and other Intellectual Property rights with respect to geographic area, fields of use and customized products for specific customers that would not result in a transfer of title of the licensed property under applicable law, (C) the abandonment, lapse or other disposition of licenses, Intellectual Property or related rights that are no longer material to the conduct of the business of the Credit Parties as such business is operated and the license, lapse or abandonment of such licenses, Intellectual Property or related rights does not materially detract from any Credit Party’s value, (D) any election not to oppose any adverse reexamination process with respect to patents of such Credit Party to the extent such course of action is made by such Credit Party in the aggregate, materially impair exercise of its reasonable business judgment and (E) licensees of Intellectual Property in connection with the operation settlement of litigation or adverse claims related to such Intellectual Property provided that such settlement would not reasonably be expected to cause a Material Adverse Change; (x) leases or subleases of Real Property no longer used or no longer useful in the conduct of the business of any Loan Party; (vii) the abandonment Credit Party and other lease of intellectual property that is no longer material to the operation of the business of any Loan Party; (viii) any Disposition of Real Property made by a CVRR Party which is permitted by the CVRR Credit Agreement to the extent made in the ordinary course of business; and; (ixxi) sales of Inventory (as defined in the Pledge and Security Agreement) to buyers in the ordinary course of business and/or the entering into of marketing distribution, supply, off take, development, or like agreements, in each case, relating to the sale of Inventory in the ordinary course of business and containing standard or customary terms for such agreements (which terms may include, without limitation, rights of first offer and/or exclusivity arrangements); (xii) the Disposition abandonment by any Loan Credit Party of any Property rights, franchises, licenses, that such Credit Party reasonably determines are not useful to its business or no longer commercially desirable, including, without limitation, leasehold interests in Real Property but excluding Intellectual Property; (xiii) any Disposition of any Equity Interest of any Excluded Subsidiary or any Subsidiary other Investment in any Excluded Subsidiary; [...***...]; * (xiv) the granting of a Loan Party of the Xxxxxxx Assets Liens permitted by Section 6.1; (xv) any Casualty Event so long as the Net Cash Proceeds from such Casualty Event are applied, invested or reinvested in accordance with Section 2.8(f) hereof (to the extent required thereunder); (xvi) the leasing or subleasing of farmland and other assets of any Credit Party in the ordinary course of business; (xvii) the sale or issuance of Equity Interests of Borrower; (xviii) Reserved; (xix) the making of Investments permitted by Section 6.7 and the making of Restricted Payments permitted by Section 6.5; (xx) dispositions of assets in exchange or trade in for similarly valued assets so long as the assets so received by the Credit Party have a fair market value that is reasonably equivalent or greater to the fair market value of the Xxxxxxx Assets Disposed assets so disposed by such Credit Party and to the extent that the assets subject to such disposition constituted Collateral, the assets received in exchange or trade for such assets shall also constitute Collateral; (xxi) the surrender or waiver of does contractual rights or the settlement, release or surrender of contract claims or tort claims, in each case, (x) in the ordinary course of business or (y) to the extent that Credit Parties determine that such surrender, waiver, settlement or release is desirable, in their business judgment, for the continued efficient and profitable operation of the business of the Credit Parties so long as such surrender, waiver, settlement or release is not exceed $50,000,000reasonably likely to cause a Material Adverse Change; (xxii) any grant of an option to purchase, lease or acquire property to another Person, so long as the Disposition resulting therefrom would otherwise be permitted hereunder; (xxiii) Reserved; (xxiv) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (xxv) the unwinding of any Hedge Contract(s) pursuant to its or their terms; and (xxvi) Dispositions of Property to the extent that (x) such Property is exchanged for credit against the purchase price of similar replacement Property that is promptly purchased or (y) the proceeds of such Disposition are promptly applied to the purchase price of such replacement Property (which replacement Property is actually promptly purchased) provided that, in each case, if the Property disposed of constituted Collateral, the replacement Property shall also constitute Collateral. (c) Notwithstanding Section 6.4(b) hereof, the Credit Parties shall not transfer, convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the Credit Parties’ business and/or Property. For the avoidance of doubt, any Net Cash Proceeds from a Disposition of any Credit Party’s Property shall be subject to the terms of Section 2.8(c).

Merger or Consolidation; Asset Sales. The Borrower shall not, and shall not permit any of its Subsidiaries toNo Credit Party shall: (a) dissolve; provided that (i) any Loan Party (other than the Borrower) may dissolve as long as assets thereof are transferred to or become the Property of another Guarantor or Borrower; (ii) any Subsidiary that is not a Guarantor may dissolve as long as the assets thereof are transferred to or become the Property of a Guarantor or the Borrower or another Subsidiary that is not a Guarantor; and (iii) any CVRR Party, other than CVR Refining, LP, may dissolve in a transaction permitted by the CVRR Credit Agreement; (b) merge or consolidate with or into any other Person; provided that (i) the Borrower any Guarantor may merge or may be consolidated into consolidate with any Person (other than the Company) so long as a Guarantor if the Borrower is the surviving entityPerson or such Person becomes a Guarantor contemporaneously with such merger or consolidation, (ii) any Loan Credit Party (other than the Borrower) may merge or may be consolidated into any other Guarantor, consolidate with the Company so long as the Company is the surviving Person and (iii) any Subsidiary that is not a Guarantor may merge or may be consolidated into any Guarantor or the Borrower or another Subsidiary that is not a Guarantor; (iv) any Unrestricted Subsidiary may merge or may be consolidated consolidate with any other Person as part of a Disposition permitted by Section 6.04(c); (v) any CVRR Party may engage in any such merger or consolidation which is permitted by the CVRR Credit Agreement; and (vi) any Loan Party or Subsidiary may enter into mergers or consolidations as part of an Acquisition permitted by Section 6.07Unrestricted Subsidiary; or (cb) Dispose except as provided in clause (a) immediately above, make any Disposition of any of its Property (including, without limitation, any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral fee interest)Property, other than:than the following, which shall expressly exclude (x) the sale of the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156 under Section 4.32(b)(vi) other than any such Disposition for fair market value involving consideration of not more than $500,000 with respect to any single Disposition or series of related Dispositions or not more than $2,000,000 in the aggregate for all such Dispositions per year and (y) any of the Equity Interests of Agri-Energy, LLC (for the avoidance of doubt, the Disposition of Real Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, XX 00000 shall not be permitted under this Section 4.32(b) other than to the extent that there is availability in the $500,000 and $2,000,000 baskets referenced in clause (x) immediately above in this Section 4.32(b)): (i) the Hydro-Carbon Investment in the Hydro-Carbon Subsidiary and the issuance or sale of inventory, Equity Interests of the use of cash, and the liquidation of Liquid InvestmentsHydro-Carbon Subsidiary, in each case, solely to the extent that the Collateral Trustee, for the benefit of the Secured Parties, is granted a perfected first priority security interest in all of the Equity Interests of the Hydro-Carbon Subsidiary issued to any Credit Party (or of a holding company that owns 100% of the interests in such Unrestricted Subsidiaries that are indirectly owned by such Credit Party); (ii) the Disposition of cash and Liquid Investments in the ordinary course of business; (iiiii) the Disposition of equipment Property that is (A) obsolete obsolete, worn out, depleted or worn out uneconomic and Disposed disposed of in the ordinary course of business, (B) no longer necessary for the business of the Credit Parties as reasonably determined by such Person Credit Party or (C) with respect to any Equipment, contemporaneously replaced by equipment with Equipment of at least comparable value and use; (iiiiv) the Disposition of Property (other than CollateralA) between or among Loan Credit Parties or between or among Subsidiaries that are not Loan Parties; and (ivB) the Disposition of Property from by any Subsidiary that is not a Loan Credit Party to any Loan PartyCredit Party to the extent such transaction is otherwise permitted hereunder; (v) Casualty Events the Disposition of the Equity Interests of the Company in connection with a conversion of the Notes into Common Stock; (vi) Dispositions, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) are less than $15,000,000 with respect to all such Dispositions made through the Stated Maturity Date; provided (A) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (with the exception of $250,000 of such consideration, which shall not be required to be at fair market value) (in the case of any Disposition the proceeds of which are in excess of $10,000,000, determined in good faith by the Board of Directors of the Company (or similar governing body)), (B) no less than 70% of the proceeds thereof shall be paid in cash or Liquid Investments (with the exception of $250,000 of such consideration, which shall not be required to comply with the requirements set forth in this clause (B)) and (C) at the time of such Disposition, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (vii) the sale, assignment, transfer, disposition or discount, in each case, without recourse, of accounts receivable arising in the ordinary course of business but only in connection with a compromise, settlement or collection; (viii) to the extent constituting Liens permitted under Section 6.01a Disposition, Restricted Payments permitted under Section 6.05 and Investments permitted under Section 6.064.33; (viix) (A) non-exclusive licenses of intellectual propertypatents, none trademarks, copyrights, and other Intellectual Property rights, (B) non-perpetual exclusive licenses of whichpatents, trademarks, copyrights, and other Intellectual Property rights with respect to geographic area, fields of use and customized products for specific customers that would not result in a transfer of title of the licensed property under Applicable Law, (C) the abandonment, lapse or other disposition of licenses, Intellectual Property or related rights that are no longer material to the conduct of the business of the Credit Parties as such business is operated and the license, lapse or abandonment of such licenses, Intellectual Property or related rights does not materially detract from any Credit Party’s value, (D) any election not to oppose any adverse reexamination process with respect to patents of such Credit Party to the extent such course of action is made by such Credit Party in the aggregate, materially impair exercise of its reasonable business judgment and (E) licensees of Intellectual Property in connection with the operation settlement of litigation or adverse claims related to such Intellectual Property provided that such settlement would not reasonably be expected to cause a Material Adverse Change; (x) leases or subleases of Real Property no longer used or no longer useful in the conduct of the business of any Loan Party; (vii) the abandonment Credit Party and other lease of intellectual property that is no longer material to the operation of the business of any Loan Party; (viii) any Disposition of Real Property made by a CVRR Party which is permitted by the CVRR Credit Agreement to the extent made in the ordinary course of business; and; (ixxi) sales of Inventory (as defined in the Security Agreement) to buyers in the ordinary course of business and/or the entering into of marketing distribution, supply, off take, development, or like agreements, in each case, relating to the sale of Inventory in the ordinary course of business and containing standard or customary terms for such agreements (which terms may include, without limitation, rights of first offer and/or exclusivity arrangements); (xii) the Disposition abandonment by any Loan Credit Party of any Property rights, franchises, licenses, that such Credit Party reasonably determines are not useful to its business or no longer commercially desirable, including, without limitation, leasehold interests in Real Property but excluding Intellectual Property; (xiii) any Disposition of any Equity Interest of any Unrestricted Subsidiary or any other Investment in any Unrestricted Subsidiary; provided that, if such Disposition involves the Equity Interests of the Hydro-Carbon Subsidiary, then immediately after giving effect to such Disposition, such Hydro-Carbon Subsidiary shall continue to constitute a Subsidiary of a Loan Party any Credit Party; (xiv) the granting of the Xxxxxxx Assets Liens permitted by Section 4.29; (xv) any Casualty Event so long as the Net Cash Proceeds from such Casualty Event are applied, invested or reinvested in accordance with Section 3.14(c) hereof (to the extent required thereunder); (xvi) the leasing or subleasing of farmland and other assets of any Credit Party in the ordinary course of business; (xvii) the sale or issuance of Equity Interests of Company; (xviii) [Reserved]; (xix) the making of Investments permitted by Section 4.35 and the making of Restricted Payments permitted by Section 4.33; (xx) dispositions of assets in exchange or trade in for similarly valued assets so long as the assets so received by the Credit Party have a fair market value that is reasonably equivalent or greater to the fair market value of the Xxxxxxx Assets Disposed assets so disposed by such Credit Party and to the extent that the assets subject to such disposition constituted Collateral, the assets received in exchange or trade for such assets shall also constitute Collateral; (xxi) the surrender or waiver of does contractual rights or the settlement, release or surrender of contract claims or tort claims, in each case, (x) in the ordinary course of business or (y) to the extent that Credit Parties determine that such surrender, waiver, settlement or release is desirable, in their business judgment, for the continued efficient and profitable operation of the business of the Credit Parties so long as such surrender, waiver, settlement or release is not exceed $50,000,000reasonably likely to cause a Material Adverse Change; (xxii) any grant of an option to purchase, lease or acquire property to another Person, so long as the Disposition resulting therefrom would otherwise be permitted hereunder; (xxiii) [Reserved]; (xxiv) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (xxv) the unwinding of any Hedge Contract(s) pursuant to its or their terms; (xxvi) Dispositions of Property to the extent that (x) such Property is exchanged for credit against the purchase price of similar replacement Property that is promptly purchased or (y) the proceeds of such Disposition are promptly applied to the purchase price of such replacement Property (which replacement Property is actually promptly purchased) provided that, in each case, if the Property disposed of constituted Collateral, the replacement Property shall also constitute Collateral; (xxvii) the leasing of the XX Xxxxx Leased Bins by Agri-Energy to XX Xxxxx for the storage of the Subject Feedstock pursuant to the XX Xxxxx Lease Agreement; and (xxviii) the licensing of certain Intellectual Property pursuant to the Butamax License Agreement. (c) Notwithstanding Section 4.32(b) hereof, the Credit Parties shall not transfer, convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the Credit Parties’ business and/or Property (by way of merger, asset sale or otherwise). For the avoidance of doubt, any Net Cash Proceeds from a Disposition of any Credit Party’s Property shall be subject to the terms of Section 3.14(a).

Merger or Consolidation; Asset Sales. The Borrower NoNeither Holdings nor any Loan Party shall, nor shall not, and shall not any Loan Partyit permit any of its Subsidiaries to: (a) dissolve; provided that (i) any Loan Party (other than Holdings and the Borrower) Borrower)Subsidiary Guarantor may dissolve as long as the assets thereof are transferred to or become the Property of another Subsidiary Guarantor or Borrower; the Borrower and (ii) any Subsidiary that is not a Guarantor may dissolve as long as the assets thereof are transferred to or become the Property of a Subsidiary Guarantor (other than Holdings) or the Borrower or another Subsidiary that is not a Guarantor; and (iii) any CVRR Party, other than CVR Refining, LP, may dissolve in a transaction permitted by the CVRR Credit Agreement; (b) merge or consolidate with or into any other Person; provided that (i) the Borrower may merge with or may be consolidated into any Parent Entity or Subsidiary Guarantor (other than Holdings) if the Borrower is the surviving entity, (ii) any Loan Party (other than Holdings and the Borrower) Borrower)Subsidiary Guarantor may merge or may be consolidated into any other GuarantorSubsidiary Guarantor (other than Holdings), and (iii) any Subsidiary that is not a Guarantor may merge or may be consolidated into any Subsidiary Guarantor (other than Holdings) or the Borrower or another Subsidiary that is not a Guarantor; xxxxx (iv) any Subsidiary Parent Entity may merge with or may be consolidated with into any other Person as part of Parent Entity or any Subsidiary Guarantor if a Disposition permitted by Section 6.04(c); (v) any CVRR Party may engage in any such merger or consolidation which is permitted by the CVRR Credit Agreement; and (vi) any Loan Party or Subsidiary may enter into mergers or consolidations as part of an Acquisition permitted by Section 6.07; oris the surviving entity. (c) Dispose of any of its Property (including, without limitation, any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral fee interest)) or novate, assign, unwind, terminate, permit to expire, or otherwise amend any XX Xxxxxx, other than: (i) the sale of inventoryHydrocarbons, the use of cashgeological or seismic data, and the or liquidation of Liquid Investments, in each case, Investments in the ordinary course of business; (ii) the Disposition of equipment that is (A) obsolete or worn out and Disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person or (C) contemporaneously replaced by equipment of at least comparable value and use, provided that, so long as a Borrowing Base Deficiency (without giving effect to the proviso in the definition thereof) exists, the Borrower shall immediately prepay the Advances or, if the Advances have been repaid in full, Cash Collateralize the Letter of Credit Exposure, in an amount equal to the Net Cash Proceeds received by any Loan Party from the Disposition of equipment pursuant to this Section 6.04(c)(ii); (iii) the Disposition of Property (other than Collateral) between or among Loan Parties or Parties; the Disposition of Property to a Loan Party, and the Disposition of Property solely between or among Subsidiaries of the Borrower that are not Loan Parties; (iv) the Disposition of Property from any Subsidiary Oil and Gas Properties which are not attributable to Proven Reserves so long as, (A) no Default exists or would be caused thereby and (B) such Disposition is permitted under the Second Lien Loan Documents, if any, that is not a Loan Party to any Loan Partyare then in effect; (v) Casualty Events and Dispositions constituting Liens permitted under Section 6.01, Restricted Payments permitted under Section 6.05 and Investments permitted under Section 6.06Events; (vi) licenses of intellectual property, none of which, in the aggregate, materially impair the operation of the business of any Loan Party; (vii) the abandonment of intellectual property that is no longer material to the operation of the business of any Loan Party; (viii) any so long as no Default exists or would be caused thereby, the Disposition of Property (w) Oil and Gas Properties which are attributable to Proven Reserves, (x) Oil and Gas Related Properties, (y) the Disposition of Equity Interests in any Subsidiary that owns Oil and Gas Properties which are attributable to Proven Reserves or Oil and Gas Related Properties, and (z) the occurrence of any Hedge Event, in the case of each of the foregoing clauses (w) through (z), so long as: (A) as to any such Disposition, (1) the cash or cash equivalents received as consideration therefor must be at least 75% of the consideration received in respect thereof; provided that this clause (1) shall not be required with respect to Dispositions of Proven Reserves having an aggregate value of less $10,000,000 in any fiscal year of Holdings, (2) the consideration received in respect of such Disposition is equal to or greater than the fair market value of such Oil and Gas Properties, interest therein, Subsidiary subject of such Disposition, or Oil and Gas Related Properties (as reasonably determined by the chief financial officer or equivalent officer of the Borrower for Dispositions for consideration of less than $15,000,000 and as reasonably determined by the board of directors or the equivalent governing body of the Borrower for all other Dispositions and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), and (3) if any such Disposition is of a Subsidiary owning Oil and Gas Properties or Oil and Gas Related Properties, such Disposition includes all the Equity Interests of such Subsidiary; (B) as to any such Disposition or Hedge Event which would have the effect of making the sum of (1) the BB Value of all Dispositions of Oil and Gas Properties made by a CVRR Party since the date of the most recent scheduled Borrowing Base redetermination (including such Disposition) plus (2) the BB Value of all Dispositions of Oil and Gas Related Properties made since the date of the most recent scheduled Borrowing Base redetermination (including such Disposition) plus (3) the BB Value of XX Xxxxxx which have been novated, assigned, unwound, terminated, expired or amended since the date of the most recent scheduled Borrowing Base redetermination (including such Hedge Event) plus (4) the BB Value attributed to Oil and Gas Properties subject to title defects not cured to the satisfaction of the Administrative Agent as provided in Section 5.11 within the 60-day period permitted under Section 5.11 and occurring since the date of the most recent scheduled Borrowing Base redetermination, exceed 5% of the Borrowing Base then in effect, the Borrowing Base is automatically reduced as provided in Section 2.02(d); and (C) such Disposition is permitted by under the CVRR Credit Agreement to the extent made Second Lien Loan Documents, if any, that are then in the ordinary course of business; andeffect;. (ix) the Disposition by any Loan Party or any Subsidiary of a Loan Party of the Xxxxxxx Assets assets (other than Oil and Gas Properties and Oil and Gas Related Properties) so long as (A) the cash or cash equivalents received as consideration therefor is at least 75% of the consideration received in respect thereof, (B) the consideration received in respect of such Disposition is equal to or greater than the fair market value of such asset (as reasonably determined by the Xxxxxxx Assets Disposed chief financial officer or equivalent officer of does the Borrower for Dispositions for consideration of less than $15,000,000 and as reasonably determined by the board of directors or the equivalent governing body of the Borrower for all other Dispositions), (C) no Default exists or would be caused thereby, (D) such Disposition is permitted under the Second Lien Loan Documents, if any, that are then in effect, and (E) the aggregate value of assets of the Dispositions permitted under this 6.04(c)(ix) shall not exceed $50,000,00010,000,000 in any fiscal year of Holdings.;

Merger or Consolidation; Asset Sales. The Borrower shall not, and shall not permit any of its Subsidiaries toNo Credit Party shall: (a) dissolve; provided that (i) any Loan Party (other than the Borrower) may dissolve as long as assets thereof are transferred to or become the Property of another Guarantor or Borrower; (ii) any Subsidiary that is not a Guarantor may dissolve as long as the assets thereof are transferred to or become the Property of a Guarantor or the Borrower or another Subsidiary that is not a Guarantor; and (iii) any CVRR Party, other than CVR Refining, LP, may dissolve in a transaction permitted by the CVRR Credit Agreement; (b) merge or consolidate with or into any other Person; provided that (i) the Borrower any Guarantor may merge or may be consolidated into consolidate with any Person (other than the Company) so long as a Guarantor if the Borrower is the surviving entityPerson or such Person becomes a Guarantor contemporaneously with such merger or consolidation, (ii) any Loan Credit Party (other than the Borrower) may merge or may be consolidated into any other Guarantor, consolidate with the Company so long as the Company is the surviving Person and (iii) any Subsidiary that is not a Guarantor may merge or may be consolidated into any Guarantor or the Borrower or another Subsidiary that is not a Guarantor; (iv) any Unrestricted Subsidiary may merge or may be consolidated consolidate with any other Person as part of a Disposition permitted by Section 6.04(c); (v) any CVRR Party may engage in any such merger or consolidation which is permitted by the CVRR Credit Agreement; and (vi) any Loan Party or Subsidiary may enter into mergers or consolidations as part of an Acquisition permitted by Section 6.07Unrestricted Subsidiary; or (cb) Dispose except as provided in clause (a) immediately above, make any Disposition of any of its Property (including, without limitation, any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral fee interest)Property, other than:than the following, which shall expressly exclude (x) the sale of the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156 under Section 4.32(b)(vi) other than any such Disposition for fair market value involving consideration of not more than $500,000 with respect to any single Disposition or series of related Dispositions or not more than $2,000,000 in the aggregate for all such Dispositions per year and (y) any of the Equity Interests of Agri-Energy, LLC (for the avoidance of doubt, the Disposition of Real Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156 shall not be permitted under this Section 4.32(b) other than to the extent that there is availability in the $500,000 and $2,000,000 baskets referenced in clause (x) immediately above in this Section 4.32(b)): (i) the Hydro-Carbon Investment in the Hydro-Carbon Subsidiary and the issuance or sale of inventory, Equity Interests of the use of cash, and the liquidation of Liquid InvestmentsHydro-Carbon Subsidiary, in each case, solely to the extent that the Collateral Trustee, for the benefit of the Secured Parties, is granted a perfected first priority security interest in all of the Equity Interests of the Hydro-Carbon Subsidiary issued to any Credit Party (or of a holding company that owns 100% of the interests in such Unrestricted Subsidiaries that are indirectly owned by such Credit Party); (ii) the Disposition of cash and Liquid Investments in the ordinary course of business; (iiiii) the Disposition of equipment Property that is (A) obsolete obsolete, worn out, depleted or worn out uneconomic and Disposed disposed of in the ordinary course of business, (B) no longer necessary for the business of the Credit Parties as reasonably determined by such Person Credit Party or (C) with respect to any Equipment, contemporaneously replaced by equipment with Equipment of at least comparable value and use; (iiiiv) the Disposition of Property (other than CollateralA) between or among Loan Credit Parties or between or among Subsidiaries that are not Loan Parties; and (ivB) the Disposition of Property from by any Subsidiary that is not a Loan Credit Party to any Loan PartyCredit Party to the extent such transaction is otherwise permitted hereunder; (v) Casualty Events the Disposition of the Equity Interests of the Company in connection with a conversion of the Notes into Common Stock; (vi) Dispositions, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) are less than $15,000,000 with respect to all such Dispositions made through the Stated Maturity Date; provided (A) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (with the exception of $250,000 of such consideration, which shall not be required to be at fair market value) (in the case of any Disposition the proceeds of which are in excess of $10,000,000, determined in good faith by the Board of Directors of the Company (or similar governing body)), (B) no less than 70% of the proceeds thereof shall be paid in cash or Liquid Investments (with the exception of $250,000 of such consideration, which shall not be required to comply with the requirements set forth in this clause (B)) and (C) at the time of such Disposition, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (vii) the sale, assignment, transfer, disposition or discount, in each case, without recourse, of accounts receivable arising in the ordinary course of business but only in connection with a compromise, settlement or collection; (viii) to the extent constituting Liens permitted under Section 6.01a Disposition, Restricted Payments permitted under Section 6.05 and Investments permitted under Section 6.064.33; (viix) (A) non-exclusive licenses of intellectual propertypatents, none trademarks, copyrights, and other Intellectual Property rights, (B) non-perpetual exclusive licenses of whichpatents, trademarks, copyrights, and other Intellectual Property rights with respect to geographic area, fields of use and customized products for specific customers that would not result in a transfer of title of the licensed property under Applicable Law, (C) the abandonment, lapse or other disposition of licenses, Intellectual Property or related rights that are no longer material to the conduct of the business of the Credit Parties as such business is operated and the license, lapse or abandonment of such licenses, Intellectual Property or related rights does not materially detract from any Credit Party’s value, (D) any election not to oppose any adverse reexamination process with respect to patents of such Credit Party to the extent such course of action is made by such Credit Party in the aggregate, materially impair exercise of its reasonable business judgment and (E) licensees of Intellectual Property in connection with the operation settlement of litigation or adverse claims related to such Intellectual Property provided that such settlement would not reasonably be expected to cause a Material Adverse Change; (x) leases or subleases of Real Property no longer used or no longer useful in the conduct of the business of any Loan Party; (vii) the abandonment Credit Party and other lease of intellectual property that is no longer material to the operation of the business of any Loan Party; (viii) any Disposition of Real Property made by a CVRR Party which is permitted by the CVRR Credit Agreement to the extent made in the ordinary course of business; and; (ixxi) sales of Inventory (as defined in the Security Agreement) to buyers in the ordinary course of business and/or the entering into of marketing distribution, supply, off take, development, or like agreements, in each case, relating to the sale of Inventory in the ordinary course of business and containing standard or customary terms for such agreements (which terms may include, without limitation, rights of first offer and/or exclusivity arrangements); (xii) the Disposition abandonment by any Loan Credit Party of any Property rights, franchises, licenses, that such Credit Party reasonably determines are not useful to its business or no longer commercially desirable, including, without limitation, leasehold interests in Real Property but excluding Intellectual Property; (xiii) any Disposition of any Equity Interest of any Unrestricted Subsidiary or any other Investment in any Unrestricted Subsidiary; provided that, if such Disposition involves the Equity Interests of the Hydro-Carbon Subsidiary, then immediately after giving effect to such Disposition, such Hydro-Carbon Subsidiary shall continue to constitute a Subsidiary of a Loan Party any Credit Party; (xiv) the granting of the Xxxxxxx Assets Liens permitted by Section 4.29; (xv) any Casualty Event so long as the Net Cash Proceeds from such Casualty Event are applied, invested or reinvested in accordance with Section 3.14(c) hereof (to the extent required thereunder); (xvi) the leasing or subleasing of farmland and other assets of any Credit Party in the ordinary course of business; (xvii) the sale or issuance of Equity Interests of Company; (xviii) [Reserved]; (xix) the making of Investments permitted by Section 4.35 and the making of Restricted Payments permitted by Section 4.33; (xx) dispositions of assets in exchange or trade in for similarly valued assets so long as the assets so received by the Credit Party have a fair market value that is reasonably equivalent or greater to the fair market value of the Xxxxxxx Assets Disposed assets so disposed by such Credit Party and to the extent that the assets subject to such disposition constituted Collateral, the assets received in exchange or trade for such assets shall also constitute Collateral; (xxi) the surrender or waiver of does contractual rights or the settlement, release or surrender of contract claims or tort claims, in each case, (x) in the ordinary course of business or (y) to the extent that Credit Parties determine that such surrender, waiver, settlement or release is desirable, in their business judgment, for the continued efficient and profitable operation of the business of the Credit Parties so long as such surrender, waiver, settlement or release is not exceed $50,000,000reasonably likely to cause a Material Adverse Change; (xxii) any grant of an option to purchase, lease or acquire property to another Person, so long as the Disposition resulting therefrom would otherwise be permitted hereunder; (xxiii) [Reserved]; (xxiv) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (xxv) the unwinding of any Hedge Contract(s) pursuant to its or their terms; (xxvi) Dispositions of Property to the extent that (x) such Property is exchanged for credit against the purchase price of similar replacement Property that is promptly purchased or (y) the proceeds of such Disposition are promptly applied to the purchase price of such replacement Property (which replacement Property is actually promptly purchased) provided that, in each case, if the Property disposed of constituted Collateral, the replacement Property shall also constitute Collateral; (xxvii) the leasing of the XX Xxxxx Leased Bins by Agri-Energy to XX Xxxxx for the storage of the Subject Feedstock pursuant to the XX Xxxxx Lease Agreement; and (xxviii) the licensing of certain Intellectual Property pursuant to the Butamax License Agreement. (c) Notwithstanding Section 4.32(b) hereof, the Credit Parties shall not transfer, convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the Credit Parties’ business and/or Property (by way of merger, asset sale or otherwise). For the avoidance of doubt, any Net Cash Proceeds from a Disposition of any Credit Party’s Property shall be subject to the terms of Section 3.14(a).

Merger or Consolidation; Asset Sales. The Borrower shall not, and shall not permit any of its Subsidiaries toNo Credit Party shall: (a) dissolve; provided that (i) any Loan Party (other than the Borrower) may dissolve as long as assets thereof are transferred to or become the Property of another Guarantor or Borrower; (ii) any Subsidiary that is not a Guarantor may dissolve as long as the assets thereof are transferred to or become the Property of a Guarantor or the Borrower or another Subsidiary that is not a Guarantor; and (iii) any CVRR Party, other than CVR Refining, LP, may dissolve in a transaction permitted by the CVRR Credit Agreement; (b) merge or consolidate with or into any other Person; provided that (i) the Borrower any Guarantor may merge or may be consolidated into consolidate with any Person (other than the Company) so long as a Guarantor if the Borrower is the surviving entityPerson or such Person becomes a Guarantor contemporaneously with such merger or consolidation, (ii) any Loan Credit Party (other than the Borrower) may merge or may be consolidated into any other Guarantor, consolidate with the Company so long as the Company is the surviving Person and (iii) any Subsidiary that is not a Guarantor may merge or may be consolidated into any Guarantor or the Borrower or another Subsidiary that is not a Guarantor; (iv) any Unrestricted Subsidiary may merge or may be consolidated consolidate with any other Person as part of a Disposition permitted by Section 6.04(c); (v) any CVRR Party may engage in any such merger or consolidation which is permitted by the CVRR Credit Agreement; and (vi) any Loan Party or Subsidiary may enter into mergers or consolidations as part of an Acquisition permitted by Section 6.07Unrestricted Subsidiary; or (cb) Dispose except as provided in clause (a) immediately above, make any Disposition of any of its Property (including, without limitation, any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral fee interest)Property, other than:than the following, which shall expressly exclude (x) the sale of the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, XX 00000 under Section 4.32(b)(vi) other than any such Disposition for fair market value involving consideration of not more than $500,000 with respect to any single Disposition or series of related Dispositions or more than $2,000,000 in the aggregate for all such Dispositions per year and (y) any of the Equity Interests of Agri-Energy, LLC (for the avoidance of doubt, the Disposition of Real Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156 shall not be permitted under this Section 4.32(b) other than to the extent that there is availability in the $500,000 and $2,000,000 baskets referenced in clause (x) immediately above in this Section 4.32(b)): (i) […***…]; * (ii) the sale Disposition of inventory, the use of cash, cash and the liquidation of Liquid Investments, in each case, Investments in the ordinary course of business; (iiiii) the Disposition of equipment Property that is (A) obsolete obsolete, worn out, depleted or worn out uneconomic and Disposed disposed of in the ordinary course of business, (B) no longer necessary for the business of the Credit Parties as reasonably determined by such Person Credit Party or (C) with respect to any Equipment, contemporaneously replaced by equipment with Equipment of at least comparable value and use; (iiiiv) the Disposition of Property (other than CollateralA) between or among Loan Credit Parties or between or among Subsidiaries that are not Loan Parties; and (ivB) the Disposition of Property from by any Subsidiary that is not a Loan Credit Party to any Loan PartyCredit Party to the extent such transaction is otherwise permitted hereunder; (v) Casualty Events the Disposition of the Equity Interests of the Company in connection with a conversion of the Notes into Common Stock; (vi) Dispositions, the proceeds of which (valued at the principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) are less than $15,000,000 with respect to all such Dispositions made through the Stated Maturity Date; provided (A) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (with the exception of $250,000 of such consideration, which shall not be required to be at fair market value) (in the case of any Disposition the proceeds of which are in excess of $10,000,000, determined in good faith by the Board of Directors of the Company (or similar governing body)), (B) no less than 70% of the proceeds thereof shall be paid in cash or Liquid Investments (with the exception of $250,000 of such consideration, which shall not be required to comply with the requirements set forth in this clause (B)) and (C) at the time of such Disposition, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (vii) the sale, assignment, transfer, disposition or discount, in each case, without recourse, of accounts receivable arising in the ordinary course of business but only in connection with a compromise, settlement or collection; (viii) to the extent constituting Liens permitted under Section 6.01a Disposition, Restricted Payments permitted under Section 6.05 and Investments permitted under Section 6.064.33; (viix) (A) non-exclusive licenses of intellectual propertypatents, none trademarks, copyrights, and other Intellectual Property rights, (B) non-perpetual exclusive licenses of whichpatents, trademarks, copyrights, and other Intellectual Property rights with respect to geographic area, fields of use and customized products for specific customers that would not result in a transfer of title of the licensed property under applicable law, (C) the abandonment, lapse or other disposition of licenses, Intellectual Property or related rights that are no longer material to the conduct of the business of the Credit Parties as such business is operated and the license, lapse or abandonment of such licenses, Intellectual Property or related rights does not materially detract from any Credit Party’s value, (D) any election not to oppose any adverse reexamination process with respect to patents of such Credit Party to the extent such course of action is made by such Credit Party in the aggregate, materially impair exercise of its reasonable business judgment and (E) licensees of Intellectual Property in connection with the operation settlement of litigation or adverse claims related to such Intellectual Property provided that such settlement would not reasonably be expected to cause a Material Adverse Change; (x) leases or subleases of Real Property no longer used or no longer useful in the conduct of the business of any Loan Party; (vii) the abandonment Credit Party and other lease of intellectual property that is no longer material to the operation of the business of any Loan Party; (viii) any Disposition of Real Property made by a CVRR Party which is permitted by the CVRR Credit Agreement to the extent made in the ordinary course of business; and; (ixxi) sales of Inventory (as defined in the Security Agreement) to buyers in the ordinary course of business and/or the entering into of marketing distribution, supply, off take, development, or like agreements, in each case, relating to the sale of Inventory in the ordinary course of business and containing standard or customary terms for such agreements (which terms may include, without limitation, rights of first offer and/or exclusivity arrangements); (xii) the Disposition abandonment by any Loan Credit Party of any Property rights, franchises, licenses, that such Credit Party reasonably determines are not useful to its business or no longer commercially desirable, including, without limitation, leasehold interests in Real Property but excluding Intellectual Property; (xiii) any Disposition of any Equity Interest of any Unrestricted Subsidiary or any Subsidiary other Investment in any Unrestricted Subsidiary; […***…]; * (xiv) the granting of a Loan Party of the Xxxxxxx Assets Liens permitted by Section 4.29; (xv) any Casualty Event so long as the Net Cash Proceeds from such Casualty Event are applied, invested or reinvested in accordance with Section 3.14(c) hereof (to the extent required thereunder); (xvi) the leasing or subleasing of farmland and other assets of any Credit Party in the ordinary course of business; (xvii) the sale or issuance of Equity Interests of Company; (xviii) [Reserved]; (xix) the making of Investments permitted by Section 4.35 and the making of Restricted Payments permitted by Section 4.33; (xx) dispositions of assets in exchange or trade in for similarly valued assets so long as the assets so received by the Credit Party have a fair market value that is reasonably equivalent or greater to the fair market value of the Xxxxxxx Assets Disposed assets so disposed by such Credit Party and to the extent that the assets subject to such disposition constituted Collateral, the assets received in exchange or trade for such assets shall also constitute Collateral; (xxi) the surrender or waiver of does contractual rights or the settlement, release or surrender of contract claims or tort claims, in each case, (x) in the ordinary course of business or (y) to the extent that Credit Parties determine that such surrender, waiver, settlement or release is desirable, in their business judgment, for the continued efficient and profitable operation of the business of the Credit Parties so long as such surrender, waiver, settlement or release is not exceed $50,000,000reasonably likely to cause a Material Adverse Change; (xxii) any grant of an option to purchase, lease or acquire property to another Person, so long as the Disposition resulting therefrom would otherwise be permitted hereunder; (xxiii) [Reserved]; (xxiv) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (xxv) the unwinding of any Hedge Contract(s) pursuant to its or their terms; and (xxvi) Dispositions of Property to the extent that (x) such Property is exchanged for credit against the purchase price of similar replacement Property that is promptly purchased or (y) the proceeds of such Disposition are promptly applied to the purchase price of such replacement Property (which replacement Property is actually promptly purchased) provided that, in each case, if the Property disposed of constituted Collateral, the replacement Property shall also constitute Collateral. (c) Notwithstanding Section 4.32(b) hereof, the Credit Parties shall not transfer, convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the Credit Parties’ business and/or Property (by way of merger, asset sale or otherwise). For the avoidance of doubt, any Net Cash Proceeds from a Disposition of any Credit Party’s Property shall be subject to the terms of Section 3.14(a).