Common use of Mergers, Consolidations, Sales of Assets and Acquisitions Clause in Contracts

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other personPerson, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory assets in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing continuing, (xA) any wholly owned Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, corporation and (yB) any wholly owned Wholly Owned Subsidiary may merge into or consolidate with any other wholly owned Wholly Owned Subsidiary in a transaction in which the surviving entity is a wholly owned Wholly Owned Subsidiary and no person Person other than the Borrower or a wholly owned Wholly Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04).

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any SubsidiaryBorrower, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xi) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yii) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xu) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yv) Holdings may merge, liquidate, reorganize or otherwise be restructured into a newly-formed Loan Party in a transaction the purpose of which is to re-organize Holdings as a corporation; provided that (1) such transaction (or series of transactions) does not result in a material increase in the Tax obligations payable in cash (on a consolidated basis) for Holdings, the Borrower, each Subsidiary of the Borrower and the holders of Equity Interests in Holdings and (2) immediately following such transaction, Holdings is in compliance with all requirements of the Guarantee and Collateral Agreement and has satisfied its obligations under Section 5.11 (including the execution of any further documents, financing statements, agreements and instruments, and the taking of all other actions, that may be reasonably requested by the Required Lenders, the Administrative Agent or the Collateral Agent), (w) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (zx) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions and (y) any Inactive Subsidiary of the Borrower may be dissolved or liquidated.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xu) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yv) Holdings may merge, liquidate, reorganize or otherwise be restructured into a newly-formed Loan Party in a transaction the purpose of which is to re-organize Holdings as a corporation; provided that (1) such transaction (or series of transactions) does not result in a material increase in the Tax obligations payable in cash (on a consolidated basis) for Holdings, the Borrower, each Subsidiary of the Borrower and the holders of Equity Interests in Holdings and (2) immediately following such transaction, Holdings is in compliance with all requirements of the Guarantee and Collateral Agreement and has satisfied its obligations under Section 5.11 (including the execution of any further documents, financing statements, agreements and instruments, and the taking of all other actions, that may be reasonably requested by the Required Lenders, the Administrative Agent or the Collateral Agent), (w) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and ), (zx) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions and (y) any Inactive Subsidiary of the Borrower may be dissolved or liquidated.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and business, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may liquidate or dissolve or merge or consolidate into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) any Subsidiary of the Borrower may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or a Subsidiary Guarantor, and (iii) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower Parent or any Borrower, or any Equity Interests of any Borrower, or less than all the Equity Interests of any SubsidiarySubsidiary (other than a Borrower), or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower Parent and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Default or Event of Default or Default shall have occurred and be continuing (xv) any wholly owned Subsidiary may merge into the a Borrower in a transaction in which the such Borrower is the surviving corporation, (yw) any wholly owned Subsidiary (other than a Borrower) may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower Parent or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (x) the Loan Parties may make Permitted Acquisitions, (y) Holdings may merge into WellCare Group, Inc., and (z) the Borrower and the Subsidiaries Harmony Transactions may make Permitted Business Investments in accordance with Section 6.04be consummated.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any SubsidiaryBorrower, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xi) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yii) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (ziii) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other personPerson, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other any inventory in the ordinary course of business and business, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing continuing, (x) any wholly owned Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, corporation and (y) any wholly owned Wholly Owned Subsidiary may merge into or consolidate with any other wholly owned Wholly Owned Subsidiary in a transaction in which the surviving entity is a wholly owned Wholly Owned Subsidiary and no person Person other than the Borrower or a wholly owned Wholly Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (ziii) the Borrower investments permitted by Section 6.04 and the Subsidiaries may make Permitted Business Investments in accordance with Capital Expenditures permitted by Section 6.046.10 shall be permitted.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and business, (ii) the Borrower and Buffets Southeast, Inc. may consummate the transactions contemplated by the Merger Agreement, (iii) the Borrower and any wholly owned Subsidiary may make Permitted Acquisitions, (iv) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary (or, in order to consummate a Permitted Acquisition, any other person) in a transaction in which the surviving entity is a wholly owned Subsidiary and (except in the case of Permitted Acquisitions) no person other than the Borrower or a wholly owned Subsidiary receives any consideration (consideration; provided that if any party to any such transaction is merger described in this clause (y) shall involve a Loan PartySubsidiary Guarantor, the surviving entity of such transaction merger shall be a Loan Party) Subsidiary Guarantor and (z) Holdings may merge with or into the Borrower in a transaction in which no person other than Holdings or the Borrower receives any consideration other than, in the case of the stockholders of Holdings, consideration consisting solely of the Equity Interests of the surviving corporation (following which all references to Holdings or the Borrower shall mean the survivor of such merger), and (v) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04sell the Sale/Leaseback Properties pursuant to the Sale/Leaseback Documents.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Default or Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Acquisitions, investments and acquisitions permitted under Section 6.04.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons inventory, materials and other inventory equipment in the ordinary course of business and may license Intellectual Property in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xu) any Subsidiary may change its form of organization in compliance with Section 5.6(a), if applicable, (v) any Person may make investments and advances permitted by Section 6.4, (w) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yx) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or Borrower, a wholly owned Subsidiary or the De Minimis Holders receives any consideration (provided provided, that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and ), (zy) the Borrower and the Subsidiaries may make Permitted Business Investments Acquisitions and the HealthScribe Acquisition and (z) any Subsidiary of the Borrower may merge with another person in accordance with Section 6.04a transaction constituting an Asset Sale permitted hereunder.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (ia) the Borrower and any Subsidiary may purchase and sell Hydrocarbons inventory, materials and other inventory equipment in the ordinary course of business and may license intellectual property in the ordinary course of business and (iib) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xi) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yii) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and ), (ziii) the Borrower and the Subsidiaries may make Permitted Business Investments Acquisitions and (iv) any Subsidiary of the Borrower may merge with another person in accordance with Section 6.04a transaction constituting an Asset Sale permitted hereunder.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any SubsidiarySubsidiary (other than pursuant to any Permitted Interest Transfer, any Permitted Joint Venture or transfers of Equity Interests of any Subsidiary to a Loan Party or by a Subsidiary that is not a Subsidiary Guarantor to any Subsidiary or transfers of Equity Interests of a Subsidiary that remains a Subsidiary Guarantor after giving effect to such transfer), or purchase, lease purchase or otherwise acquire (in one transaction or a series of transactions) all or any substantial part substantially all of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (w) Parent or the Borrower may merge with any other person (other than Parent and the Borrower); provided that (1) Parent or the Borrower, as applicable, shall be the continuing and surviving person or the continuing or surviving person shall expressly assume the obligations of Parent or Borrower, as applicable, including all of the obligations under this Agreement and the other Loan Documents, in a manner reasonably acceptable to the Administrative Agent, and (2) Parent and the Borrower or such continuing or surviving person, as applicable, remains organized under the laws of the United States, any state thereof or the District of Columbia, (x) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that (A) if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan PartyParty and (B) to the extent any person other than the Borrower or a wholly owned Subsidiary receives any consideration in connection therewith, then such transaction shall be considered as an investment under the applicable paragraph of Section 6.04) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Acquisitions or any other investment, loan or advance permitted pursuant to Section 6.046.04 (including by merger), and may enter into Permitted Joint Ventures.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or liquidate or dissolve, or sell, transfer, lease lease, issue or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower any Loan Party or less than all any of the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that for (i) the Borrower purchase and sale by the Borrowers or any Subsidiary may purchase and sell Hydrocarbons and other of inventory in the ordinary course of business, (ii) the sale or discount by the Borrowers or any Subsidiary in each case without recourse and in the ordinary course of business of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing transaction), and (iiiii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing continuing, (x) the merger or consolidation of any wholly owned Subsidiary may merge into the or with a Borrower in a transaction in which the a Borrower is the surviving corporation, (y) the merger or consolidation of any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the a Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04consideration.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary (other than pursuant to any Permitted Interest Transfer or transfers of Equity Interests of any Subsidiary to a Loan Party or by a Subsidiary that is not a Subsidiary Guarantor to any Subsidiary), or purchase, lease purchase or otherwise acquire (in one transaction or a series of transactions) all or any substantial part substantially all of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that (A) if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan PartyParty and (B) to the extent any person other than the Borrower or a wholly owned Subsidiary receives any consideration in connection therewith, then such transaction shall be considered as an investment under the applicable paragraph of Section 6.04) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Acquisitions or any other investment, loan or advance permitted pursuant to Section 6.04, and may enter into Permitted Joint Ventures.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other personPerson, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and business, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Wholly-Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Wholly-Owned Subsidiary may merge into or consolidate with any other wholly owned Wholly-Owned Subsidiary in a transaction in which the surviving entity is a wholly owned Wholly-Owned Subsidiary and no person Person other than the Borrower or a wholly owned Wholly-Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (iii) any Loan Party (other than Borrower) may dispose of any or all of its assets or any Equity Interests of any Subsidiary to any other Loan Party, (iv) the Borrower or any Subsidiary may consummate any Sale and Leaseback Transaction permitted by Section 6.03 and (zv) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Acquisitions and investments pursuant to Section 6.046.04(h) and Section 6.04(i).

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons inventory, materials and other equipment in the ordinary course of business and may license intellectual property in the ordinary course of business, (ii) the Borrower and any Subsidiary may sell obsolete, damaged or worn-out inventory and equipment in the ordinary course of business and (iiiii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xu) any Subsidiary may change its form of organization in compliance with Section 7.06(a), if applicable, (v) any Person may make investments and advances permitted by Section 8.04, (w) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yx) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or Borrower, a wholly owned Subsidiary or the De Minimis Holders receives any consideration (provided provided, that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (y) the Borrower and any Subsidiary may make Permitted Acquisitions and (z) any Subsidiary of the Borrower and the Subsidiaries may make Permitted Business Investments merge with another person in accordance with Section 6.04a transaction constituting an Asset Sale permitted hereunder.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into into, amalgamate or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower Parent or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all or any substantial part substantially all of the assets of any other person or line of business of such person, except that (i) the Borrower Parent and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into or amalgamate or consolidate with or transfer all or substantially all of its assets to the Borrower either of the Borrowers in a transaction in which one of the Borrower Borrowers is the surviving corporation, (y) any wholly owned Subsidiary may merge into or amalgamate or consolidate with or transfer all or any substantial part of its assets to any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than one or more of the Borrower Borrowers or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower Parent and the Subsidiaries may make Permitted Business Investments in accordance with Acquisitions and other investments permitted by Section 6.04.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xi) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yii) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (iii) any Consolidated Practice may merge into a wholly owned Subsidiary or another Consolidated Practice in a transaction in which no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (iv) any Subsidiary may merge into any third party in any Asset Sale permitted by Section 6.05(b) and (zv) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons inventory, materials and other equipment in the ordinary course of business and may license intellectual property in the ordinary course of business, (ii) the Borrower and any Subsidiary may sell obsolete, damaged or worn-out inventory and equipment in the ordinary course of business and (iiiii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xu) any Subsidiary may change its form of organization in compliance with Section 5.6(a), if applicable, (v) any person may make investments and advances permitted by Section 6.4, (w) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yx) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or Borrower, a wholly owned Subsidiary or the De Minimis Holders receives any consideration (provided provided, that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (y) the Borrower and any Subsidiary may make Permitted Acquisitions and (z) any Subsidiary of the Borrower and the Subsidiaries may make Permitted Business Investments merge with another person in accordance with Section 6.04a transaction constituting an Asset Sale permitted hereunder.

Mergers, Consolidations, Sales of Assets and Acquisitions. (ab) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons inventory, materials and other inventory equipment in the ordinary course of business and may license intellectual property in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xu) any Subsidiary may change its form of organization in compliance with Section 5.6(a), if applicable, (v) any Person may make investments and advances permitted by Section 6.4, (w) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yx) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or Borrower, a wholly owned Subsidiary or the De Minimis Holders receives any consideration (provided provided, that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and ), (zy) the Borrower and the Subsidiaries may make Permitted Business Investments Acquisitions and (z) any Subsidiary of the Borrower may merge with another person in accordance with Section 6.04a transaction constituting an Asset Sale permitted hereunder.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary (other than pursuant to any Permitted Interest Transfer or transfers of Equity Interests of any Subsidiary to a Loan Party or by a Subsidiary that is not a Subsidiary Guarantor to any Subsidiary), or purchase, lease purchase or otherwise acquire (in one transaction or a series of transactions) all or any substantial part substantially all of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that (A) if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan PartyParty and (B) to the extent any person other than the Borrower or a wholly owned Subsidiary receives any consideration in connection therewith, then such transaction shall be considered as an investment under the applicable paragraph of Section 6.04) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Acquisitions or any other investment, loan or advance permitted pursuant to Section 6.046.04 (including by merger), and may enter into Permitted Joint Ventures.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower (whether now owned or hereafter acquired) or any Equity Interests of an Acquired Subsidiary (other than any sale, transfer, lease or other disposal to the Borrower or less than all the Equity Interests of any Subsidiary), or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part substantially all of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default with respect to the Borrower shall have occurred and be continuing (xA) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, corporation and (yB) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary; provided that any such merger or consolidation involving a Subsidiary and no person other than the Borrower or that is not a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall not be a Loan Party) permitted unless also permitted by Section 6.04; and (zii) the Borrower and the Subsidiaries or any Subsidiary may make Permitted Business Investments in accordance with Section 6.04Acquisitions.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other personperson or assets that are substantial in relation to the Borrower and the Subsidiaries taken as a whole, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing continuing, (xA) any wholly owned Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yB) any wholly owned Wholly Owned Subsidiary may merge into or consolidate with any other wholly owned Wholly Owned Subsidiary in a transaction in which the surviving entity is a wholly owned Wholly Owned Subsidiary and no person other than the Borrower or a wholly owned Wholly Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (C) the Acquisition shall be permitted and (zD) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) as part of any Asset Sale all or substantially all any substantial part of the assets of a Borrower (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the U.S. Borrower and or any wholly owned Domestic Subsidiary or the Canadian Borrower or any wholly owned Canadian Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business make Permitted Acquisitions and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the U.S. Borrower in a transaction in which the U.S. Borrower is the surviving corporation, corporation and (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary (or, in order to consummate a Permitted Acquisition, any other person) in a transaction in which the surviving entity is a wholly owned Subsidiary and (except in the case of Permitted Acquisitions) no person other than the Borrower Borrowers or a wholly owned Subsidiary receives any consideration (consideration, provided that (i) if any party to any such transaction is merger described in this clause (y) shall involve a Loan Party, the surviving entity of such transaction merger shall be a Loan Party) Party and (zii) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Combination shall be permitted.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other personPerson, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing continuing, (x) any wholly owned Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Wholly Owned Subsidiary may merge into or consolidate with any other wholly owned Wholly Owned Subsidiary in a transaction in which the surviving entity is a wholly owned Wholly Owned Subsidiary and no person Person other than the Borrower or a wholly owned Wholly Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower Borrower, or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except provided, however, that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business business, and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing continuing, (xA) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yB) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided further that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and ), (zC) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04, and (D) the Borrower and the Subsidiaries may make Permitted MLP Transfers pursuant to Section 6.05(c) below.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the any substantial part of its assets (whether now owned or hereafter acquired) ), other than assets of the Borrower constituting an Unrestricted Subsidiary, or less than all the Equity Interests any Capital Stock of any Subsidiary, Subsidiary or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (ia) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and business, (iib) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration consideration, (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (zc) the Borrower and the Subsidiaries may make acquire Permitted Business Investments Acquisitions and other investments permitted by Section 6.04 and (d) the Subsidiaries may sell, lease or otherwise dispose of property for cash consideration equal to the fair market value of the asset sold, leased or otherwise disposed of, provided that (i) the Net Proceeds thereof are applied in accordance with Section 6.042.13(b), (ii) the aggregate consideration received in respect of all transactions under this clause (d) shall not exceed $1,000,000 in any fiscal year and (iii) no sale may be made of the Capital Stock (or any warrant, right, or option to purchase any and Capital Stock or any security convertible into or exchangeable for any such Capital Stock) of any Subsidiary.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any SubsidiaryBorrower, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory or otherwise dispose of assets in the ordinary course of business transactions that do not constitute Asset Sales and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and, in the case of clauses (x) and (y), no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments acquisitions or purchases of inventory, materials, equipment and real property in accordance with the ordinary course and acquisitions and investments permitted under Section 6.04.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make acquisitions or purchases of inventory, materials, equipment and real property in the ordinary course of business and Permitted Business Investments in accordance with Acquisitions and may effect ID Buyouts to the extent permitted pursuant to Section 6.046.04(h).

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary Subsidiary, and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions. For the avoidance of doubt, the Borrower or any of the Subsidiaries may sell, transfer or otherwise dispose (including by way of merger) to any person all the Equity Interests of any Subsidiary to the extent permitted under paragraph (b) below.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the Borrower in or a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is the Borrower or a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (zy) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with investments and acquisitions permitted by Section 6.04.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) assets constituting all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all and the Equity Interests of any SubsidiarySubsidiaries taken as a whole, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, or assets of any other person that are substantial in relation to the Borrower and the Subsidiaries taken as a whole, except that (i) the Borrower and or any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xw) any wholly owned Non-Retail Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (x) any Retail Subsidiary may merge into or consolidate with any other Retail Subsidiary, (y) any wholly owned Non-Retail Subsidiary may merge into or consolidate with any other wholly owned Non-Retail Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Non-Retail Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the any substantial part of its assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests any capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and business, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xA) any wholly owned Domestic Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yB) any wholly owned Domestic Subsidiary may merge into or consolidate with any other wholly owned Domestic Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary that is a Guarantor and no person other than the Borrower or a wholly owned Subsidiary receives any consideration and (provided C) in connection with any Permitted Acquisition pursuant to Section 6.04(c), the Borrower or any wholly owned Subsidiary that if any party to any such transaction is a Loan Party, Guarantor may merge into or consolidate with any entity acquired pursuant to such Permitted Acquisition in a transaction in which the surviving entity of such transaction shall be is the Borrower or a Loan Party) wholly owned Subsidiary that is a Guarantor and (ziii) the Borrower and the its Subsidiaries may make Permitted Business Investments dispositions of obsolete equipment not used or useful in accordance with Section 6.04the business.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of the assets of the Borrower (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business business, (ii) the 66 Borrower or any wholly owned Subsidiary may make Permitted Acquisitions and (iiiii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, corporation and (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary (or, in order to consummate a Permitted Acquisition, any other person) in a transaction in which the surviving entity is a wholly owned Subsidiary and (except in the case of Permitted Acquisitions) no person other than the Borrower or a wholly owned Subsidiary receives any consideration (consideration, provided that if any party to any such transaction is merger described in this clause (y) shall involve a Loan PartyDomestic Subsidiary, the surviving entity of such transaction merger shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Domestic Subsidiary.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the any substantial part of its assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests any capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (ia) the Borrower and any Subsidiary may sell Permitted Investments for cash at fair market value, (b) the Borrower and any Subsidiary may purchase and sell Hydrocarbons inventory and other inventory Vehicles in the ordinary course of business and (iisubject, in the case of Vehicles, to Section 6.18), (c) if at the time thereof and immediately after giving effect thereto no Default or Event of Default or Default shall have occurred and be continuing or would result therefrom, (xi) any wholly owned Subsidiary of the Borrower may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation, corporation and (yii) any wholly owned Subsidiary of the Borrower may merge into or consolidate with any other wholly owned Subsidiary of the Borrower that is a Domestic Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary of the Borrower that is a Domestic Subsidiary and no person other than the Borrower or a wholly owned Subsidiary of the Borrower that is a Domestic Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (zd) Leasco may lease Vehicles to the Borrower and pursuant to the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04terms of the Lease.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xA) any wholly owned Subsidiary subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yB) any wholly owned Subsidiary subsidiary may merge into or consolidate with any other wholly owned Subsidiary subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary subsidiary and no person other than the Borrower or a wholly owned Subsidiary subsidiary receives any consideration (provided PROVIDED that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (zC) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions (including through mergers of Subsidiaries).

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) as part of any Asset Sale all or substantially all any substantial part of the assets of a Borrower (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the U.S. Borrower and or any wholly owned Domestic Subsidiary or wholly owned Canadian Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business make Permitted Acquisitions and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the U.S. Borrower in a transaction in which the U.S. Borrower is the surviving corporation, corporation and (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary (or, in order to consummate a Permitted Acquisition, any other person) in a transaction in which the surviving entity is a wholly owned Subsidiary and (except in the case of Permitted Acquisitions) no person other than the Borrower Borrowers or a wholly owned Subsidiary receives any consideration (consideration, provided that (i) if any party to any such transaction is merger described in this clause (y) shall involve a Loan Party, the surviving entity of such transaction merger shall be a Loan Party) Party and (zii) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Combination shall be permitted.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge Holdings and the Borrowers will not, nor will they cause or permit any of the Subsidiaries to, merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any SubsidiaryU.S. Borrower, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xi) any wholly owned Subsidiary may merge into the U.S. Borrower in a transaction in which the U.S. Borrower is the surviving corporationcorporation and no person other than the U.S. Borrower or a wholly owned Subsidiary of any Borrower receives any consideration, (yii) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the U.S. Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (ziii) the U.S. Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Default or Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any SubsidiarySubsidiary (if the Fair Market Value of the Equity Interests so disposed of, when combined with all the investments permitted pursuant to 6.04(a)(i)(B) and then outstanding, exceed $10,000,000 at any time), or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other personPerson (unless permitted pursuant to Section 6.10, constituting a contribution of assets of such Person to the Borrower or having a Fair Market Value not in excess of $5,000,000), except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons inventory and other inventory capacity energy and ancillary services in the ordinary course of business and business, (ii) any Loan Party may make investments permitted under Section 6.04 and Restricted Payments permitted under Section 6.06, (iii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xy) any wholly owned Subsidiary may merge or dissolve into the Borrower in a transaction in which the Borrower is the surviving corporation, entity and (yz) any wholly owned Subsidiary may merge or dissolve into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (iv) in connection with any Asset Sale permitted under clause (b) below, any Subsidiary of the Borrower may dissolve, liquidate, consolidate or merge with or into any other Person or permit any other Person to merge into or consolidate with it, (v) so long as no Event of Default exists or would result therefrom, in connection with any investment permitted under Section 6.04, any Subsidiary may merge or dissolve into or consolidate with any other Person or permit any other Person to merge or dissolve into or consolidate with it; provided that the Person surviving such merger, dissolution or consolidation shall be a Subsidiary Guarantor and (zvi) the Borrower and the Subsidiaries any Immaterial Subsidiary may make Permitted Business Investments in accordance dissolve, liquidate, wind up, consolidate or merge with Section 6.04or into any other Subsidiary.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the any substantial part of its assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests any capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (ia) the Borrower and any Subsidiary may sell Permitted Investments for cash at fair market value, (b) the Borrower and any Subsidiary may purchase and sell Hydrocarbons inventory and other inventory Vehicles in the ordinary course of business and business, (iic) if at the time thereof and immediately after giving effect thereto no Default or Event of Default or Default shall have occurred and be continuing or would result therefrom, (xi) any wholly owned Subsidiary of the Borrower may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation, corporation and (yii) any wholly owned Subsidiary of the Borrower may merge into or consolidate with any other wholly owned Subsidiary of the Borrower that is a Domestic Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary of the Borrower that is a Domestic Subsidiary and no person other than the Borrower or a wholly owned Subsidiary of the Borrower that is a Domestic Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (zd) Leasco may lease Vehicles to the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Borrower.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the any substantial part of its assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests any capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (ia) the Borrower and any Subsidiary of the Subsidiaries may purchase and sell Hydrocarbons and other inventory in the ordinary course of business business, (b) the Borrower or any of the Subsidiaries may purchase brand name pharmaceutical product lines from any third party pursuant to clause (iii) of the proviso contained in the definition of "Asset Sale" in Section 1.01 pursuant 66 61 to the conditions set forth therein and (iic) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xi) any wholly owned Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, corporation and (yii) any wholly owned Wholly Owned Subsidiary may merge into or consolidate with any other wholly owned Wholly Owned Subsidiary in a transaction in which the surviving entity is a wholly owned Wholly Owned Subsidiary and no person other than the Borrower or a wholly owned Wholly Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04consideration.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the its assets (whether now owned or hereafter acquired) or any of the Borrower or less than all the Equity Interests of any Subsidiarysubsidiary owned by it, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Default or Event of Default or Default shall have occurred and be continuing (x) any wholly wholly-owned Subsidiary (other than Corel Subsidiary) may transfer all or substantially all of its assets to or merge into the a Borrower in a transaction in which the such Borrower is the surviving corporation, (y) any wholly wholly-owned Subsidiary may transfer all or substantially all of its assets to or merge into or consolidate with any other wholly wholly-owned Subsidiary in a transaction in which the surviving entity is a wholly wholly-owned Subsidiary and no person other than the a Borrower or a wholly wholly-owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Grantor Loan Party or Loan Party, the surviving entity of such transaction shall be a Grantor Loan Party or Loan Party, respectively) and (z) the Borrower Borrowers and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of the assets of the Borrower (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and business, (ii) the Borrower or any wholly owned Subsidiary may make Permitted Acquisitions, (iii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, corporation and (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary (or, in order to consummate a Permitted Acquisition, any other person) in a transaction in which the surviving entity is a wholly owned Subsidiary and (except in the case of Permitted Acquisitions) no person other than the Borrower or a wholly owned Subsidiary receives any consideration (consideration, provided that if any party to any such transaction is merger described in this clause (y) shall involve a Loan PartyDomestic Subsidiary, the surviving entity of such transaction merger shall be a Loan Party) Domestic Subsidiary, and (ziv) the Borrower and or any wholly owned Subsidiary may consummate the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisition.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other personPerson, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xA) any wholly owned Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yB) any wholly owned Wholly Owned Subsidiary may merge into or consolidate with any other wholly owned Wholly Owned Subsidiary in a transaction in which the surviving entity is a wholly owned Wholly Owned Subsidiary and no person Person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04.or

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other personPerson, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xA) any wholly owned Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yB) any wholly owned Wholly Owned Subsidiary may merge into or consolidate with any other wholly owned Wholly Owned Subsidiary in a transaction in which the surviving entity is a wholly owned Wholly Owned Subsidiary and no person Person other than the Borrower or a wholly owned Wholly Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (zC) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Default or Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Acquisitions and investments and acquisitions permitted under Section 6.04.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of the assets of the Borrower (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business business, (ii) the Borrower or any wholly owned Subsidiary may make Permitted Acquisitions, and (iiiii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, corporation and (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary (or, in order to consummate a Permitted Acquisition, any other person) in a transaction in which the surviving entity is a wholly owned Subsidiary and (except in the case of Permitted Acquisitions) no person other than the Borrower or a wholly owned Subsidiary receives any consideration (consideration, provided that if any party to any such transaction is merger described in this clause (y) shall involve a Loan PartyDomestic Subsidiary, the surviving entity of such transaction merger shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Domestic Subsidiary.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons inventory, materials and other inventory equipment in the ordinary course of business and may license intellectual property in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xu) any Subsidiary may change its form of organization in compliance with Section 5.6(a), if applicable, (v) any Person may make investments and advances permitted by Section 6.4, (w) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yx) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or Borrower, a wholly owned Subsidiary or the De Minimis Holders receives any consideration (provided provided, that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and ), (zy) the Borrower and the Subsidiaries may make Permitted Business Investments Acquisitions and (z) any Subsidiary of the Borrower may merge with another person in accordance with Section 6.04a transaction constituting an Asset Sale permitted hereunder.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xA) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yB) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (zC) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions (including through mergers of Subsidiaries).

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets of the Borrower (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests any capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xA) any wholly owned Subsidiary Subsidiary(including CLI) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yB) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, of the surviving entity of such transaction shall be a Loan Party) Borrower and (zC) the Borrower and the its Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of the assets of any Borrower (whether now owned or hereafter acquired) of the Borrower or less than all the any Equity Interests Interest of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower Borrowers and any Subsidiary may purchase and sell Hydrocarbons and other inventory Inventory in the ordinary course of business and business, (ii) the Borrowers or any wholly owned Subsidiary may make acquisitions permitted under Section 6.04 above, (iii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the a Borrower in a transaction in which the Borrower is the surviving corporation, corporation and (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the a Borrower or a wholly owned Subsidiary receives any consideration (consideration, provided that if any party to any such transaction is merger described in this clause (y) shall involve a Loan PartyDomestic Subsidiary, the surviving entity of such transaction merger shall be a Loan Party) Domestic Subsidiary; and (ziv) the Borrower any Subsidiary which is not a Material Subsidiary may be wound up and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04dissolved.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other personperson or assets that are substantial in relation to the Borrower and the Subsidiaries taken as a whole, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xA) any wholly owned Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yB) any wholly owned Wholly Owned Subsidiary may merge into or consolidate with any other wholly owned Wholly Owned Subsidiary in a transaction in which the surviving entity is a wholly owned Wholly Owned Subsidiary and no person other than the Borrower or a wholly owned Wholly Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (C) the Acquisition shall be permitted and (zD) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or liquidate or dissolve, or sell, transfer, lease lease, issue or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the any Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xi) any wholly owned Subsidiary may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, (yii) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower Company or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is (A) a Loan Party, the surviving entity of such transaction shall be a Loan Party) Party and (zB) a Domestic Subsidiary, the surviving entity of such transaction shall be a Domestic Subsidiary), (iii) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders and (iv) the Borrower Company and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other personperson or assets that are substantial in relation to the Borrower and the Subsidiaries taken as a whole, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing continuing, (xA) any wholly owned Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yB) any wholly owned Wholly Owned Subsidiary may merge into or consolidate with any other wholly owned Wholly Owned Subsidiary in a transaction in which the surviving entity is a wholly owned Wholly Owned Subsidiary and no person other than the Borrower or a wholly owned Wholly Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (C) the 92 Acquisition shall be permitted and (zD) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other personPerson, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and business, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Wholly-Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Wholly-Owned Subsidiary may merge into or consolidate with any other wholly owned Wholly-Owned Subsidiary in a transaction in which the surviving entity is a wholly owned Wholly-Owned Subsidiary and no person Person other than the Borrower or a wholly owned Wholly-Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (iii) any Loan Party (other than Borrower) may dispose of any or all of its assets or any Equity Interests of any Subsidiary to any other Loan Party and (ziv) the Borrower or any Subsidiary may consummate any Sale and the Subsidiaries may make Permitted Business Investments in accordance with Leaseback Transaction permitted by Section 6.046.03.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) as part of any Asset Sale all or substantially all of the assets of a Borrower (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part substantially all of the assets of any other person, except that (i) the U.S. Borrower and or any wholly owned Domestic Subsidiary or the Canadian Borrower or any wholly owned Canadian Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business make Permitted Acquisitions and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the U.S. Borrower in a transaction in which the U.S. Borrower is the surviving corporation, corporation and (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary (or, in order to consummate a Permitted Acquisition, any other person) in a transaction in which the surviving entity is a wholly owned Subsidiary and (except in the case of Permitted Acquisitions) no person other than the Borrower Borrowers or a wholly owned Subsidiary receives any consideration (consideration, provided that if any party to any such transaction is merger described in this clause (y) shall involve a Loan Party, the surviving entity of such transaction merger shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any SubsidiarySubsidiary (other than pursuant to transfers of Equity Interests of any Subsidiary to a Loan Party or by a Subsidiary that is not a Subsidiary Guarantor to any Subsidiary or transfers of Equity Interests of a Subsidiary that remains a Subsidiary Guarantor after giving effect to such transfer), or purchase, lease purchase or otherwise acquire (in one transaction or a series of transactions) all or any substantial part substantially all of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing continuing, (x) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, corporation and such transaction does not result in the Borrower ceasing to be a Delaware corporation and (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that (A) if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) Party and (zB) to the extent any person other than the Borrower and or a wholly owned Subsidiary receives any consideration in connection therewith, then such transaction shall be considered as an investment under the Subsidiaries may make Permitted Business Investments in accordance with applicable paragraph of Section 6.04); provided that this Section 6.05(a) shall not permit the liquidation or dissolution of any Debtor or any merger or consolidation involving a Debtor, unless a Debtor is the surviving entity.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower Sun or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) Sun and the Borrower Subsidiaries may consummate all of the transactions (x) contemplated pursuant to and any Subsidiary may purchase in order to effectuate the Restructuring and sell Hydrocarbons and other inventory in the ordinary course of business Restructuring Documents or (y) set forth on the Restructuring Schedule and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the Borrower or consolidate with Sun in a transaction in which the Borrower Sun is the surviving corporation, (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary Subsidiary, and no person other than the Borrower Sun or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower Sun and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions. For the avoidance of doubt, Sun or any of the Subsidiaries may sell, transfer or otherwise dispose (including by way of merger) to any person all the Equity Interests of any Subsidiary to the extent permitted under paragraph (b) below.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other personperson (except as a means of effecting a sale of a Subsidiary permitted by clause Section 6.05(b)), or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets of the Company (in each such case, whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests any capital stock of any SubsidiarySubsidiary (except as permitted by Section 6.05(b) or (c), below, or in a transaction that is not an Asset Sale), or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower Company and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and business, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary subsidiary of the Company may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, corporation and (y) any wholly owned Subsidiary subsidiary of the Company may merge into or consolidate with any other wholly owned Subsidiary subsidiary of the Company in a transaction in which the surviving entity is a wholly owned Subsidiary subsidiary of the Company (and a Loan Party, if the merged subsidiary was a Loan Party) and no person other than the Borrower Company or a wholly owned Subsidiary subsidiary of the Company receives any consideration consideration, (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (ziii) the Borrower Company and the Subsidiaries may make Permitted Business Investments Acquisitions (including by way of merger of a person or persons into the Company (where the Company is the surviving entity) or a Subsidiary), (iv) any Subsidiary may be liquidated if the assets and liabilities of such Subsidiary have been (or as a result of such liquidation are) assigned to and assumed by the Company or another Subsidiary (which must be a Loan Party if the liquidated Subsidiary is a Loan Party) in accordance with Section 6.04a manner permitted hereunder, (v) any Loan Party (other than the Company) may sell, transfer, lease or otherwise dispose of (in one transaction or a series of transactions) all or substantially all of the assets of such Loan Party to another Loan Party and (vi) the Company or any Subsidiary may sell Program Receivables to Finsub, and Finsub may sell Program Receivables pursuant to the Receivables Program Documentation.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any SubsidiarySubsidiary Guarantor, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other personPerson, except that (i) Holdings or the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Wholly Owned Subsidiary may merge into Holdings or the Borrower in a transaction in which Holdings or the Borrower is the surviving corporation, (y) any wholly owned Wholly Owned Subsidiary may merge into or consolidate with any other wholly owned Wholly Owned Subsidiary in a transaction in which the surviving entity is a wholly owned Wholly Owned Subsidiary and no person Person other than the Borrower or a wholly owned Wholly Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower Holdings and the Subsidiaries may make Permitted Business Investments Acquisitions and (iii) Acquisitions permitted under Section 6.04 and acquisitions made with the proceeds of equity issuances by Holdings or in accordance with Section 6.04exchange for Equity Interests in Holdings.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge i)Merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any SubsidiarySubsidiary Guarantor, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other personPerson, except that (i) Holdings or the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Wholly Owned Subsidiary may merge into Holdings or the Borrower in a transaction in which Holdings or the Borrower is the surviving corporation, (y) any wholly owned Wholly Owned Subsidiary may merge into or consolidate with any other wholly owned Wholly Owned Subsidiary in a transaction in which the surviving entity is a wholly owned Wholly Owned Subsidiary and no person Person other than the Borrower or a wholly owned Wholly Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower Holdings and the Subsidiaries may make Permitted Business Investments Acquisitions and (iii) Acquisitions permitted under Section 6.04 and acquisitions made with the proceeds of equity issuances by Holdings or in accordance with Section 6.04exchange for Equity Interests in Holdings.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets of the Borrower (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests any capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xA) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yB) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, of the surviving entity of such transaction shall be a Loan Party) Borrower and (zC) the Borrower and the its Subsidiaries may make Permitted Business Investments in accordance with Section 6.04.Acquisitions. 76 76

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the any substantial part of its assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests any capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other personPerson, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons inventory and other inventory scrap, obsolete, excess and worn out assets in the ordinary course of business and business, (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xv) the ACP Contribution may be made, (w) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (yx) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Domestic Subsidiary in a transaction in which the surviving entity is a wholly owned Domestic Subsidiary and no person Person other than the Borrower or a wholly owned Domestic Subsidiary receives any consideration consideration, (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Partyy) and (z) Holdings may merge into ACP Holdings or the Borrower and in a transaction in which the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04.Borrower is the surviving

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge a)Merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other personPerson, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Wholly Owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Wholly Owned Subsidiary may merge into or consolidate with any other wholly owned Wholly Owned Subsidiary in a transaction in which the surviving entity is a wholly owned Wholly Owned Subsidiary and no person Person other than the Borrower or a wholly owned Wholly Owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04Acquisitions. The Borrower will not sell, transfer or otherwise dispose of any of the Equity Interests of EnerDel.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of the assets of any Borrower (whether now owned or hereafter acquired) of the Borrower or less than all the any Equity Interests Interest of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower Borrowers and any Subsidiary may purchase and sell Hydrocarbons and other inventory Inventory in the ordinary course of business and business, (ii) the Borrowers or any wholly owned Subsidiary may make acquisitions permitted under Section 6.04 above, (iii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the a Borrower in a transaction in which the Borrower is the surviving corporation, corporation and (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the a Borrower or a wholly owned Subsidiary receives any consideration (provided consideration, PROVIDED that if any party to any such transaction is merger described in this clause (y) shall involve a Loan PartyDomestic Subsidiary, the surviving entity of such transaction merger shall be a Loan Party) Domestic Subsidiary; and (ziv) the Borrower any Subsidiary which is not a Material Subsidiary may be wound up and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04dissolved.

Mergers, Consolidations, Sales of Assets and Acquisitions. (a) Merge into or consolidate with any other personPerson, or permit any other person Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any SubsidiarySubsidiary (if the Fair Market Value of the Equity Interests so disposed of, when combined with all the investments permitted pursuant to clause (B) set forth in the proviso to Section 6.04(a) and then outstanding, exceed $10,000,000 at any time), or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other personPerson (unless permitted pursuant to Section 6.10, constituting a contribution of assets of such Person to the Borrower or having a Fair Market Value not in excess of $5,000,000), except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons inventory and other inventory capacity energy and ancillary services in the ordinary course of business and business, (ii) any Loan Party may make investments permitted under Section 6.04 and Restricted Payments permitted under Section 6.06, (iii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (xy) any wholly owned Subsidiary may merge or dissolve into the Borrower in a transaction in which the Borrower is the surviving corporation, entity and (yz) any wholly owned Subsidiary may merge or dissolve into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (iv) in connection with any Asset Sale permitted under clause (b) below, any Subsidiary of the Borrower may dissolve, liquidate, consolidate or merge with or into any other Person or permit any other Person to merge into or consolidate with it, (v) so long as no Event of Default exists or would result therefrom, in connection with any investment permitted under Section 6.04, any Subsidiary may merge or dissolve into or consolidate with any other Person or permit any other Person to merge or dissolve into or consolidate with it; provided that the Person surviving such merger, dissolution or consolidation shall be a Subsidiary Guarantor and (zvi) the Borrower and the Subsidiaries any Immaterial Subsidiary may make Permitted Business Investments in accordance dissolve, liquidate, wind up, consolidate or merge with Section 6.04or into any other Subsidiary.