Common use of Dispositions of Assets Clause in Contracts

Dispositions of Assets. No Borrower will, or will permit any of its Subsidiaries to, lease, sell or otherwise dispose of its Property to any other Person, including any of its Subsidiaries, whether existing on the date hereof or hereafter created, except: 6.11.1 Sales of electricity, natural gas, emissions credits and other commodities in the ordinary course of business. 6.11.2 A disposition of assets by a Subsidiary of such Borrower (other than a Subsidiary of such Borrower that is itself a Borrower) to such Borrower or another Subsidiary of such Borrower. 6.11.3 A disposition by a Borrower, or any of its Subsidiaries, to one of its Subsidiaries of Property received by such Borrower or such Subsidiary after the date hereof from the Company, directly or indirectly through another Subsidiary, specifically for transfer to the Subsidiary of such Borrower. 6.11.4 The payment of cash dividends by the Company or any Subsidiary to holders of its equity interests. 6.11.5 Advances of cash in the ordinary course of business pursuant to the Money Pool Agreements or other intercompany borrowing arrangements with terms substantially similar to the Money Pool Agreements. 6.11.6 A disposition of obsolete property or property no longer used in the business of such Borrower or its Subsidiaries. 6.11.7 The transfer pursuant to a requirement of law or any regulatory authority having jurisdiction, of functional and/or operational control of (but not of title to) transmission facilities of such Borrower or its Subsidiaries to an Independent System Operator, Regional Transmission Organization or to some other entity which has responsibility for operating and planning a regional transmission system. 6.11.8 Dispositions pursuant to Leveraged Lease Sales. 6.11.9 [omitted]. 6.11.10 Leases, sales or other dispositions by such Borrower or any of its Subsidiaries of its Property that, together with all other Property of such Borrower and its Subsidiaries previously leased, sold or disposed of (other than dispositions otherwise permitted by other provisions of this Section 6.11) since the Closing Date, do not constitute Property which represents more than fifteen percent (15%) of the Consolidated Tangible Assets of such Borrower as would be shown in the consolidated financial statements of such Borrower and its Subsidiaries as at the end of the fiscal year ending immediately prior to the date of any such lease, sale or other disposition. 6.11.11 Contributions, directly or indirectly, of capital, in the form of either debt or equity, by the Company or any Subsidiary to any Subsidiary of the Company. 6.11.12 Transactions under which the Borrower, or its Subsidiary, that disposes of its Property receives in return consideration (i) in a form other than equity, other ownership interests or indebtedness and (ii) of which at least 75% is cash and/or assumption of debt; provided that any such cash consideration so received, unless retained by such Borrower or its Subsidiary at all times prior to the repayment of all Obligations under this Agreement, shall be used (x) within twelve months of the receipt thereof for investment or reinvestment by such Borrower or its Subsidiary in its existing business or (y) within six months of the receipt thereof to reduce Indebtedness of such Borrower or its Subsidiary, and provided further that after taking into account the assets disposed of by such Borrower and its Subsidiaries in the aggregate and any investment or reinvestment of the proceeds thereof in the business of such Borrower and its Subsidiaries, no such transaction shall result in such Borrower and its Subsidiaries as a whole having disposed of all or substantially all of their assets. 6.11.13 Transfers of Receivables (and rights ancillary thereto) pursuant to, and in accordance with the terms of, a Permitted Securitization. Notwithstanding any other provision of this Agreement, (a) CILCORP shall not dispose of any common stock of CILCO held by it, and (b) Resources shall not dispose of either the X.X. Xxxxxxx plant or the Duck Creek plant substantially as an entirety nor shall Resources dispose of any asset the disposition of which would adversely affect in any material respect the operation or the value of either the X.X. Xxxxxxx plant or the Duck Creek plant.

Dispositions of Assets. No Borrower will, or will permit any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, lease, sell or otherwise dispose of (collectively, for purposes of this definition, a “disposition”) its Property to any other Person, including any of its Subsidiaries, whether existing on the date hereof or hereafter created, except: 6.11.1 Sales of electricity, natural gas, emissions credits and other commodities in the ordinary course of business. 6.11.2 A disposition (including by way of an Investment) of assets by a Subsidiary of such Borrower (other than a Subsidiary than, in the case of such Borrower that is itself a Borrowerthe Company, the Borrowing Subsidiary) to such Borrower or another Subsidiary of such Borrower. 6.11.3 (a) A disposition by a Borrowerthe Borrowing Subsidiary, or any of its Subsidiaries, to one another Subsidiary of its Subsidiaries the Company of Property received by such Borrower the Borrowing Subsidiary or such Subsidiary after the date hereof from the Company, directly or indirectly through another Subsidiarysubsidiary, specifically for transfer to the Subsidiary by the Borrowing Subsidiary or such Subsidiary, or (b) a disposition by a Borrower, or any of its Subsidiaries, to any other Affiliate of assets, property or cash received from an Affiliate (other than from a Borrower or a Subsidiary of a Borrower) specifically for transfer to such BorrowerAffiliate of the Company. 6.11.4 The payment of dividends in cash dividends or common equity by the Company or any Subsidiary to holders of its equity interests. 6.11.5 Advances of cash in the ordinary course of business pursuant to the Money Pool Agreements or other intercompany borrowing arrangements with terms substantially similar to those of the Money Pool Agreements. 6.11.6 A disposition of obsolete property or property no longer used in the business of such Borrower or its Subsidiaries. 6.11.7 The transfer pursuant to a requirement of law or any regulatory authority having jurisdiction, of functional and/or operational control of (but not of title to) transmission facilities of such Borrower or its Subsidiaries to an Independent System Operator, Regional Transmission Organization or to some other entity which has responsibility for operating and planning a regional transmission system. 6.11.8 Dispositions pursuant to Leveraged Lease Sales. 6.11.9 [omitted]. 6.11.10 Leases, sales or other dispositions by such Borrower or any of its Subsidiaries of its Property that, together with all other Property of such Borrower and its Subsidiaries previously leased, sold or disposed of (other than dispositions otherwise permitted by other provisions of this Section 6.11) since the Closing Date, do not constitute Property which represents more than fifteen percent (15%) of the Consolidated Tangible Assets of such Borrower as would be shown in the consolidated financial statements of such Borrower and its Subsidiaries as at the end of the fiscal year ending immediately prior to the date of any such lease, sale or other disposition; provided that in the case of the Company, each reference in this Section 6.11.9 to a “Subsidiary” of the Company shall be deemed to be a reference to a “subsidiary” of the Company. 6.11.11 6.11.10 Contributions, directly or indirectly, of capital, in the form of either debt or equity, by the Company or any Subsidiary to any Subsidiary, and contributions by any such Subsidiary to one of its Subsidiaries of any such contribution received by such Subsidiary after the date hereof from the Company or a Subsidiary specifically for transfer to the Subsidiary of the Companysuch Subsidiary. 6.11.12 6.11.11 Transactions under which the Borrower, or its Subsidiary, that disposes of its Property receives in return consideration (i) in a form other than equity, other ownership interests or indebtedness and (ii) of which at least 75% is cash cash, assets to be used by such Borrower or such Subsidiary in the business conducted by such Borrower or such Subsidiary and/or assumption of debt; provided that any such cash consideration so received, unless retained by such Borrower or its Subsidiary at all times prior to the repayment of all Obligations under this Agreement, shall be used (x) within twelve months of the receipt thereof for investment or reinvestment by such Borrower or its Subsidiary in its existing business or (y) within six months of the receipt thereof to reduce Indebtedness of such Borrower or its Subsidiary, and provided further that after taking into account the assets disposed of by such Borrower and its Subsidiaries in the aggregate and any investment or reinvestment of the proceeds thereof in the business of such Borrower and its Subsidiaries, no such transaction shall result in such Borrower and its Subsidiaries as a whole having disposed of all or substantially all of their assets. 6.11.13 6.11.12 Transfers of Receivables (and rights ancillary thereto) pursuant to, and in accordance with the terms of, a Permitted Securitization. Notwithstanding . 6.11.13 Disposition, directly or indirectly, by (x) Ameren Transmission Company or Ameren Illinois Transmission Company or (y) any Subsidiary of a Borrower (other provision than, in the case of the Company, the Borrowing Subsidiary) organized to carry on a business similar to that of Ameren Transmission Company and Ameren Illinois Transmission Company in the State of Missouri or the State of Illinois, of electric transmission facilities, and any and all property, plant and equipment and property rights and interests related thereto, acquired after the Closing Date, in exchange for cash and/or assumption of debt; provided that any such cash consideration so received, unless retained by Ameren Transmission Company, Ameren Illinois Transmission Company or such Subsidiary at all times prior to the repayment of all Obligations under this Agreement, shall be used within twelve months of the receipt thereof (ax) CILCORP shall not dispose for investment or reinvestment by Ameren Transmission Company, Ameren Illinois Transmission Company or such Subsidiary in its existing business, (y) to reduce Indebtedness of any common stock Ameren Transmission Company, Ameren Illinois Transmission Company or such Subsidiary or (z) to pay a dividend or return of CILCO held by it, and (b) Resources shall not dispose of either the X.X. Xxxxxxx plant or the Duck Creek plant substantially as an entirety nor shall Resources dispose of any asset the disposition of which would adversely affect in any material respect the operation or the value of either the X.X. Xxxxxxx plant or the Duck Creek plantcapital to such Borrower.

Dispositions of Assets. No Borrower will, or will permit any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, lease, sell or otherwise dispose of (collectively, for purposes of this definition, a “disposition”) its Property to any other Person, including any of its Subsidiaries, whether existing on the date hereof or hereafter created, except: 6.11.1 Sales of electricity, natural gas, emissions credits and other commodities in the ordinary course of business. 6.11.2 A disposition (including by way of an Investment) of assets by a Subsidiary of such Borrower (other than a Subsidiary than, in the case of such Borrower that is itself a Borrowerthe Company, the Borrowing Subsidiary) to such Borrower or another Subsidiary of such Borrower. 6.11.3 (a) A disposition by a Borrowerthe Borrowing Subsidiary, or any of its Subsidiaries, to one another Subsidiary of its Subsidiaries the Company of Property received by such Borrower the Borrowing Subsidiary or such Subsidiary after the date hereof from the Company, directly or indirectly through another Subsidiarysubsidiary, specifically for transfer to the Subsidiary by the Borrowing Subsidiary or such Subsidiary, or (b) a disposition by a Borrower, or any of its Subsidiaries, to any other Affiliate of assets, property or cash received from an Affiliate (other than from a Borrower or a Subsidiary of a Borrower) specifically for transfer to such BorrowerAffiliate of the Company. 6.11.4 The payment of dividends in cash dividends or common equity by the Company or any Subsidiary to holders of its equity interests. 6.11.5 Advances of cash in the ordinary course of business pursuant to the Money Pool Agreements or other intercompany borrowing arrangements with terms substantially similar to those of the Money Pool Agreements. 6.11.6 A disposition of obsolete property or property no longer used in the business of such Borrower or its Subsidiaries. 6.11.7 The transfer pursuant to a requirement of law or any regulatory authority having jurisdiction, of functional and/or operational control of (but not of title to) transmission facilities of such Borrower or its Subsidiaries to an Independent System Operator, Regional Transmission Organization or to some other entity which has responsibility for operating and planning a regional transmission system. 6.11.8 Dispositions pursuant to Leveraged Lease Sales. 6.11.9 [omitted]. 6.11.10 Leases, sales or other dispositions by such Borrower or any of its Subsidiaries of its Property that, together with all other Property of such Borrower and its Subsidiaries previously leased, sold or disposed of (other than dispositions otherwise permitted by other provisions of pursuant to this Section 6.11) since 6.11.9 and, in the Closing Date, do not constitute Property which represents more than fifteen percent (15%) case of the Consolidated Tangible Assets Borrowing Subsidiary, all assets of such Borrower as would be shown in the consolidated financial statements of such Borrower and its Subsidiaries as at the end of the fiscal year ending immediately prior transferred pursuant to the date of any such lease, sale or other disposition. 6.11.11 Contributions, directly or indirectly, of capital, in the form of either debt or equity, by the Company or any Subsidiary to any Subsidiary of the Company. 6.11.12 Transactions under which the Borrower, or its Subsidiary, that disposes of its Property receives in return consideration (i) in a form other than equity, other ownership interests or indebtedness and (ii) of which at least 75% is cash and/or assumption of debt; provided that any such cash consideration so received, unless retained by such Borrower or its Subsidiary at all times prior to the repayment of all Obligations under this Agreement, shall be used (x) within twelve months of the receipt thereof for investment or reinvestment by such Borrower or its Subsidiary in its existing business or (y) within six months of the receipt thereof to reduce Indebtedness of such Borrower or its Subsidiary, and provided further that after taking into account the assets disposed of by such Borrower and its Subsidiaries in the aggregate and any investment or reinvestment of the proceeds thereof in the business of such Borrower and its Subsidiaries, no such transaction shall result in such Borrower and its Subsidiaries as a whole having disposed of all or substantially all of their assets. 6.11.13 Transfers of Receivables (and rights ancillary thereto) pursuant to, and in accordance with the terms of, a Permitted Securitization. Notwithstanding any other provision of this Agreement, (a) CILCORP shall not dispose of any common stock of CILCO held by it, and (b) Resources shall not dispose of either the X.X. Xxxxxxx plant or the Duck Creek plant substantially as an entirety nor shall Resources dispose of any asset the disposition of which would adversely affect in any material respect the operation or the value of either the X.X. Xxxxxxx plant or the Duck Creek plant.Section 6.12.2

Dispositions of Assets. No Borrower will, or will permit any of its Subsidiaries to, lease, sell or otherwise dispose of (collectively, for purposes of this definition, a “disposition”) its Property to any other Person, including any of its Subsidiaries, whether existing on the date hereof or hereafter created, except: 6.11.1 Sales of electricity, natural gas, emissions credits and other commodities in the ordinary course of business. 6.11.2 A disposition (including by way of an Investment) of assets by a Subsidiary of such Borrower (other than a Subsidiary of such Borrower that is itself a BorrowerBorrowing Subsidiary) to such Borrower or another Subsidiary of such Borrower. 6.11.3 (a) A disposition by a Borrower, or any of its Subsidiaries, to one another Subsidiary of its Subsidiaries the Company of Property received by such Borrower or such Subsidiary after the date hereof from the Company, directly or indirectly through another Subsidiary, specifically for transfer to the Subsidiary of such Borrower, or (b) a disposition by a Borrower, or any of its Subsidiaries, to any other Affiliate of assets, property or cash received from an Affiliate (other than from a Borrower or a Subsidiary of any Borrower) specifically for transfer to such Affiliate of the Company. 6.11.4 The payment of dividends in cash dividends or common equity by the Company or any Subsidiary to holders of its equity interests. 6.11.5 Advances of cash in the ordinary course of business pursuant to the Money Pool Agreements or other intercompany borrowing arrangements with terms substantially similar to those of the Money Pool Agreements. 6.11.6 A disposition of obsolete property or property no longer used in the business of such Borrower or its Subsidiaries. 6.11.7 The transfer pursuant to a requirement of law or any regulatory authority having jurisdiction, of functional and/or operational control of (but not of title to) transmission facilities of such Borrower or its Subsidiaries to an Independent System Operator, Regional Transmission Organization or to some other entity which has responsibility for operating and planning a regional transmission system. 6.11.8 Dispositions pursuant to Leveraged Lease Sales. 6.11.9 [omitted]. 6.11.10 Leases, sales or other dispositions by such Borrower or any of its Subsidiaries of its Property that, together with all other Property of such Borrower and its Subsidiaries previously leased, sold or disposed of (other than dispositions otherwise permitted by other provisions of this Section 6.11) since the Closing Date, do not constitute Property which represents more than fifteen percent (15%) of the Consolidated Tangible Assets of such Borrower as would be shown in the consolidated financial statements of such Borrower and its Subsidiaries as at the end of the fiscal year ending immediately prior to the date of any such lease, sale or other disposition. 6.11.11 Contributions, directly or indirectly, of capital, in the form of either debt or equity, by the Company or any Subsidiary to any Subsidiary of the Company. 6.11.12 Transactions under which the Borrower, or its Subsidiary, that disposes of its Property receives in return consideration (i) in a form other than equity, other ownership interests or indebtedness and (ii) of which at least 75% is cash and/or assumption of debt; provided that any such cash consideration so received, unless retained by such Borrower or its Subsidiary at all times prior to the repayment of all Obligations under this Agreement, shall be used (x) within twelve months of the receipt thereof for investment or reinvestment by such Borrower or its Subsidiary in its existing business or (y) within six months of the receipt thereof to reduce Indebtedness of such Borrower or its Subsidiary, and provided further that after taking into account the assets disposed of by such Borrower and its Subsidiaries in the aggregate and any investment or reinvestment of the proceeds thereof in the business of such Borrower and its Subsidiaries, no such transaction shall result in such Borrower and its Subsidiaries as a whole having disposed of all or substantially all of their assets. 6.11.13 Transfers of Receivables (and rights ancillary thereto) pursuant to, and in accordance with the terms of, a Permitted Securitization. Notwithstanding any other provision of this Agreement, (a) CILCORP shall not dispose of any common stock of CILCO held by it, and (b) Resources shall not dispose of either the X.X. Xxxxxxx plant or the Duck Creek plant substantially as an entirety nor shall Resources dispose of any asset the disposition of which would adversely affect in any material respect the operation or the value of either the X.X. Xxxxxxx plant or the Duck Creek plant.

Dispositions of Assets. No Borrower will, or will permit any of its Subsidiaries (other than any Project Finance Subsidiary, Non-Material Subsidiary or SPC) to, lease, sell or otherwise dispose of (collectively, for purposes of this definition, a “disposition”) its Property to any other Person, including any of its Subsidiaries, whether existing on the date hereof or hereafter created, except: 6.11.1 Sales of electricity, natural gas, emissions credits and other commodities in the ordinary course of business. 6.11.2 A disposition (including by way of an Investment) of assets by a Subsidiary of such Borrower (other than than, in the case of the Company, a Subsidiary of such Borrower that is itself a BorrowerBorrowing Subsidiary) to such Borrower or another Subsidiary of such Borrower. 6.11.3 (a) A disposition by a BorrowerBorrowing Subsidiary, or any of its Subsidiaries, to one another Subsidiary of its Subsidiaries the Company of Property received by such Borrower Borrowing Subsidiary or such Subsidiary after the date hereof from the Company, directly or indirectly through another Subsidiarysubsidiary, specifically for transfer to the Subsidiary by such Borrowing Subsidiary or such Subsidiary, or (b) a disposition by a Borrower, or any of its Subsidiaries, to any other Affiliate of assets, property or cash received from an Affiliate (other than from a Borrower or a Subsidiary of a Borrower) specifically for transfer to such BorrowerAffiliate of the Company. 6.11.4 The payment of dividends in cash dividends or common equity by the Company or any Subsidiary to holders of its equity interests. 6.11.5 Advances of cash in the ordinary course of business pursuant to the Money Pool Agreements or other intercompany borrowing arrangements with terms substantially similar to those of the Money Pool Agreements. 6.11.6 A disposition of obsolete property or property no longer used in the business of such Borrower or its Subsidiaries. 6.11.7 The transfer pursuant to a requirement of law or any regulatory authority having jurisdiction, of functional and/or operational control of (but not of title to) transmission facilities of such Borrower or its Subsidiaries to an Independent System Operator, Regional Transmission Organization or to some other entity which has responsibility for operating and planning a regional transmission system. 6.11.8 Dispositions pursuant to Leveraged Lease Sales. 6.11.9 [omitted]. 6.11.10 Leases, sales or other dispositions by such Borrower or any of its Subsidiaries of its Property that, together with all other Property of such Borrower and its Subsidiaries previously leased, sold or disposed of (other than dispositions otherwise permitted by other provisions of this Section 6.11) since the Closing Date, do not constitute Property which represents more than fifteen percent (15%) of the Consolidated Tangible Assets of such Borrower as would be shown in the consolidated financial statements of such Borrower and its Subsidiaries as at the end of the fiscal year ending immediately prior to the date of any such lease, sale or other disposition. 6.11.11 Contributions, directly or indirectly, of capital, in the form of either debt or equity, by the Company or any Subsidiary to any Subsidiary of the Company. 6.11.12 Transactions under which the Borrower, or its Subsidiary, that disposes of its Property receives in return consideration (i) in a form other than equity, other ownership interests or indebtedness and (ii) of which at least 75% is cash and/or assumption of debt; provided that any such cash consideration so received, unless retained by such Borrower or its Subsidiary at all times prior to the repayment of all Obligations under this Agreement, shall be used (x) within twelve months of the receipt thereof for investment or reinvestment by such Borrower or its Subsidiary in its existing business or (y) within six months of the receipt thereof to reduce Indebtedness of such Borrower or its Subsidiary, and provided further that after taking into account the assets disposed of by such Borrower and its Subsidiaries in the aggregate and any investment or reinvestment of the proceeds thereof in the business of such Borrower and its Subsidiaries, no such transaction shall result in such Borrower and its Subsidiaries as a whole having disposed of all or substantially all of their assets. 6.11.13 Transfers of Receivables (and rights ancillary thereto) pursuant to, and in accordance with the terms of, a Permitted Securitization. Notwithstanding any other provision of this Agreement, (a) CILCORP shall not dispose of any common stock of CILCO held by it, and (b) Resources shall not dispose of either the X.X. Xxxxxxx plant or the Duck Creek plant substantially as an entirety nor shall Resources dispose of any asset the disposition of which would adversely affect in any material respect the operation or the value of either the X.X. Xxxxxxx plant or the Duck Creek plant.

Dispositions of Assets. No Borrower will, or will permit any of its Subsidiaries to, lease, sell or otherwise dispose of its Property to any other Person, including any of its Subsidiaries, whether existing on the date hereof or hereafter created, except: 6.11.1 Sales of electricity, natural gas, emissions credits and other commodities in the ordinary course of business. 6.11.2 A disposition of assets by a Subsidiary of such Borrower (other than a Subsidiary of such Borrower that is itself a Borrower) to such Borrower or another Subsidiary of such Borrower. 6.11.3 A disposition by a Borrower, or any of its Subsidiaries, to one of its Subsidiaries of Property received by such Borrower or such Subsidiary after the date hereof from the Company, directly or indirectly through another Subsidiary, specifically for transfer to the Subsidiary of such Borrower. 6.11.4 The payment of cash dividends by the Company or any Subsidiary to holders of its equity interests. 6.11.5 Advances of cash in the ordinary course of business pursuant to the Money Pool Agreements or other intercompany borrowing arrangements with terms substantially similar to the Money Pool Agreements. 6.11.6 A disposition of obsolete property or property no longer used in the business of such Borrower or its Subsidiaries. 6.11.7 The transfer pursuant to a requirement of law or any regulatory authority having jurisdiction, of functional and/or operational control of (but not of title to) transmission facilities of such Borrower or its Subsidiaries to an Independent System Operator, Regional Transmission Organization or to some other entity which has responsibility for operating and planning a regional transmission system. 6.11.8 Dispositions pursuant to Leveraged Lease Sales. 6.11.9 [omitted]. 6.11.10 Leases, sales or other dispositions by such Borrower or any of its Subsidiaries of its Property that, together with all other Property of such Borrower and its Subsidiaries previously leased, sold or disposed of (other than dispositions otherwise permitted by other provisions of this Section 6.11) since the Closing Date, do not constitute Property which represents more than fifteen percent (15%) of the Consolidated Tangible Assets of such Borrower as would be shown in the consolidated financial statements of such Borrower and its Subsidiaries as at the end of the fiscal year ending immediately prior to the date of any such lease, sale or other disposition. 6.11.11 Contributions, directly or indirectly, of capital, in the form of either debt or equity, by the Company or any Subsidiary to any Subsidiary of the Company. 6.11.12 Transactions under which the Borrower, or its Subsidiary, that disposes of its Property receives in return consideration (i) in a form other than equity, other ownership interests or indebtedness and (ii) of which at least 75% is cash and/or assumption of debt; provided that any such cash consideration so received, unless retained by such Borrower or its Subsidiary at all times prior to the repayment of all Obligations under this Agreement, shall be used (x) within twelve months of the receipt thereof for investment or reinvestment by such Borrower or its Subsidiary in its existing business or (y) within six months of the receipt thereof to reduce Indebtedness of such Borrower or its Subsidiary, and provided further that after taking into account the assets disposed of by such Borrower and its Subsidiaries in the aggregate and any investment or reinvestment of the proceeds thereof in the business of such Borrower and its Subsidiaries, no such transaction shall result in such Borrower and its Subsidiaries as a whole having disposed of all or substantially all of their assets. 6.11.13 Transfers of Receivables (and rights ancillary thereto) pursuant to, and in accordance with the terms of, a Permitted Securitization. Notwithstanding any other provision of this Agreement, (a) CILCORP shall not dispose of any common stock of CILCO held by it, and (b) Resources shall not dispose of either the X.X. E.X. Xxxxxxx plant or the Duck Creek plant substantially as an entirety nor shall Resources dispose of any asset the disposition of which would adversely affect in any material respect the operation or the value of either the X.X. E.X. Xxxxxxx plant or the Duck Creek plant.

Dispositions of Assets. No Borrower will, or will permit any of its Subsidiaries to, lease, sell or otherwise dispose of its Property to any other Person, including any of its Subsidiaries, whether existing on the date hereof or hereafter created, except: 6.11.1 Sales of electricity, natural gas, emissions credits and other commodities in the ordinary course of business. 6.11.2 A disposition of assets by a Subsidiary of such Borrower (other than a Subsidiary of such Borrower that is itself a BorrowerBorrowing Subsidiary) to such Borrower or another Subsidiary of such Borrower. 6.11.3 A disposition by a Borrower, or any of its Subsidiaries, Borrowing Subsidiary to one of its Subsidiaries of Property received by such Borrower or such Borrowing Subsidiary after the date hereof from the Company, directly Company or indirectly through another Subsidiary (other than a Borrowing Subsidiary, ) specifically for transfer to the Subsidiary of such BorrowerBorrowing Subsidiary. 6.11.4 The payment of cash dividends by the Company or any Subsidiary to holders of its equity interests. 6.11.5 Advances of cash in the ordinary course of business pursuant to the Money Pool Agreements or other intercompany borrowing arrangements with terms substantially similar to the Money Pool Agreements. 6.11.6 A disposition of obsolete property or property no longer used in the business of such Borrower or its Subsidiaries. 6.11.7 The transfer pursuant to a requirement of or law or any regulatory authority having jurisdiction, of functional and/or operational control of of\ (but not of title to) transmission facilities of such Borrower or its Subsidiaries to an Independent System Operator, Regional Transmission Organization or to some other entity which has responsibility for operating and planning a regional transmission system. 6.11.8 Dispositions pursuant to Leveraged Lease Sales. 6.11.9 [omitted]. 6.11.10 Leases, sales or other dispositions by such Borrower or any of its Subsidiaries of its Property that, together with all other Property of such Borrower and its Subsidiaries previously leased, sold or disposed of (other than dispositions otherwise permitted by other provisions of this Section 6.11) since the Closing Date, do not constitute Property which represents more than fifteen percent (15%) of the Consolidated Tangible Assets of such Borrower as would be shown in the consolidated financial statements of such Borrower and its Subsidiaries as at the end of the fiscal year ending immediately prior to the date of any such lease, sale or other disposition. 6.11.11 Contributions, directly or indirectly, of capital, in the form of either debt or equity, by the Company or any Subsidiary to any Subsidiary of the Company. 6.11.12 Transactions under which the Borrower, or its Subsidiary, that disposes of its Property receives in return consideration (i) in a form other than equity, other ownership interests or indebtedness and (ii) of which at least 75% is cash and/or assumption of debt; provided that any such cash consideration so received, unless retained by such Borrower or its Subsidiary at all times prior to the repayment of all Obligations under this Agreement, shall be used (x) within twelve months of the receipt thereof for investment or reinvestment by such Borrower or its Subsidiary in its existing business or (y) within six months of the receipt thereof to reduce Indebtedness of such Borrower or its Subsidiary, and provided further that after taking into account the assets disposed of by such Borrower and its Subsidiaries in the aggregate and any investment or reinvestment of the proceeds thereof in the business of such Borrower and its Subsidiaries, no such transaction shall result in such Borrower and its Subsidiaries as a whole having disposed of all or substantially all of their assets. 6.11.13 Transfers of Receivables (and rights ancillary thereto) pursuant to, and in accordance with the terms of, a Permitted Securitization. Notwithstanding any other provision of this Agreement, (a) CILCORP shall not dispose of any common stock of CILCO held by it, and (b) Resources shall not dispose of either the X.X. Xxxxxxx plant or the Duck Creek plant substantially as an entirety nor shall Resources dispose of any asset the disposition of which would adversely affect in any material respect the operation or the value of either the X.X. Xxxxxxx plant or the Duck Creek plant.

Dispositions of Assets. No Borrower will, or will permit any of its Subsidiaries to, lease, sell or otherwise dispose of (collectively, for purposes of this definition, a “disposition”) its Property to any other Person, including any of its Subsidiaries, whether existing on the date hereof or hereafter created, except: 6.11.1 Sales of electricity, natural gas, emissions credits and other commodities in the ordinary course of business. 6.11.2 A disposition (including by way of an Investment) of assets by a Subsidiary of such Borrower (other than a Subsidiary of such Borrower that is itself a Borrower or any Subsidiary of such other Borrower) to such Borrower or another Subsidiary of such Borrower. 6.11.3 (a) A disposition by a Borrower, or any of its Subsidiaries, to one another Subsidiary of its Subsidiaries the Company of Property received by such Borrower or such Subsidiary after the date hereof from the Company, directly or indirectly through another Subsidiary, specifically for transfer to the Subsidiary of such Borrower, or (b) a disposition by a Borrower, or any of its Subsidiaries, to any other Affiliate of assets, property or cash received from an Affiliate (other than from a Borrower or a Subsidiary of any Borrower) specifically for transfer to such Affiliate. 6.11.4 The payment of dividends in cash dividends or common equity by the Company or any Subsidiary to holders of its equity interests. 6.11.5 Advances of cash in the ordinary course of business pursuant to the Money Pool Agreements or other intercompany borrowing arrangements with terms substantially similar to those of the Money Pool Agreements. 6.11.6 A disposition of obsolete property or property no longer used in the business of such Borrower or its Subsidiaries. 6.11.7 The transfer pursuant to a requirement of law or any regulatory authority having jurisdiction, of functional and/or operational control of (but not of title to) transmission facilities of such Borrower or its Subsidiaries to an Independent System Operator, Regional Transmission Organization or to some other entity which has responsibility for operating and planning a regional transmission system. 6.11.8 Dispositions pursuant to Leveraged Lease Sales. 6.11.9 [omitted]Disposition of assets deemed to have occurred by virtue of the consummation of a Permitted Illinois Utility Combination consummated in accordance with Section 6.10. 6.11.10 Leases, sales or other dispositions by such Borrower or any of its Subsidiaries of its Property that, together with all other Property of such Borrower and its Subsidiaries previously leased, sold or disposed of (other than dispositions otherwise permitted by other provisions of this Section 6.11) since the Closing Date, do not constitute Property which represents more than fifteen percent (15%) of the Consolidated Tangible Assets of such Borrower as would be shown in the consolidated financial statements of such Borrower and its Subsidiaries as at the end of the fiscal year ending immediately prior to the date of any such lease, sale or other disposition; provided that in the case of the Company, each reference in this Section 6.11.10 to a “Subsidiary” of the Company shall be deemed to be a reference to a “subsidiary” of the Company. 6.11.11 Contributions, directly or indirectly, of capital, in the form of either debt or equity, by the Company or any Subsidiary to any Subsidiary of the CompanyCompany (and contributions by any such Subsidiary to one of its Subsidiaries of any such contribution received by such Subsidiary after the date hereof from the Company or a Subsidiary specifically for transfer to the Subsidiary of such Subsidiary). 6.11.12 Transactions under which the Borrower, or its Subsidiary, that disposes of its Property receives in return consideration (i) in a form other than equity, other ownership interests or indebtedness and (ii) of which at least 75% is cash and/or assumption of debt; provided that any such cash consideration so received, unless retained by such Borrower or its Subsidiary at all times prior to the repayment of all Obligations under this Agreement, shall be used (x) within twelve months of the receipt thereof for investment or reinvestment by such Borrower or its Subsidiary in its existing business or (y) within six months of the receipt thereof to reduce Indebtedness of such Borrower or its Subsidiary, and provided further that after taking into account the assets disposed of by such Borrower and its Subsidiaries in the aggregate and any investment or reinvestment of the proceeds thereof in the business of such Borrower and its Subsidiaries, no such transaction shall result in such Borrower and its Subsidiaries as a whole having disposed of all or substantially all of their assets. 6.11.13 Transfers of Receivables (and rights ancillary thereto) pursuant to, and in accordance with the terms of, a Permitted Securitization. Notwithstanding any other provision of this Agreement, (a) CILCORP shall not dispose of any common stock of CILCO held by it, and (b) Resources shall not dispose of either the X.X. Xxxxxxx plant or the Duck Creek plant substantially as an entirety nor shall Resources dispose of any asset the disposition of which would adversely affect in any material respect the operation or the value of either the X.X. Xxxxxxx plant or the Duck Creek plant.

Dispositions of Assets. No The Borrower willwill not, or nor will it permit any of its Subsidiaries Subsidiary to, lease, sell or otherwise dispose of its Property to any other Person, including any of its Subsidiaries, whether existing on the date hereof Restatement Effective Date or hereafter thereafter created, except: 6.11.1 Sales of electricity, natural gas, emissions credits and other commodities in the ordinary course of business. 6.11.2 A disposition of assets by a Subsidiary of such Borrower (other than a Subsidiary of such Borrower that is itself a Borrower) to such the Borrower or another Subsidiary of such Borroweror by the Borrower to a Subsidiary. 6.11.3 A disposition by a Borrower, or any of its Subsidiaries, to one of its Subsidiaries of Property received by such Borrower or such Subsidiary after the date hereof from the Company, directly or indirectly through another Subsidiary, specifically for transfer to the Subsidiary of such Borrower. 6.11.4 The payment of cash dividends by the Company or any Subsidiary to holders of its equity interests. 6.11.5 Advances of cash in the ordinary course of business pursuant to the Money Pool Agreements or other intercompany borrowing arrangements with terms substantially similar to the Money Pool Agreements. 6.11.6 6.11.4 A disposition of obsolete property or property no longer used in the business of such the Borrower or its Subsidiaries. 6.11.7 6.11.5 The transfer pursuant to a requirement of or law or any regulatory authority having jurisdiction, of functional and/or operational control of (but not of title to) transmission to)transmission facilities of such the Borrower or its Subsidiaries to an Independent System Operator, Regional Transmission Organization or to some other entity which has responsibility for operating and planning a regional transmission system. 6.11.8 6.11.6 Dispositions pursuant to Leveraged Lease Sales. 6.11.9 [omitted]. 6.11.10 6.11.7 Leases, sales or other dispositions by such Borrower or any of its Subsidiaries of its Property that, together with all other Property of such the Borrower and its Subsidiaries previously leased, sold or disposed of (other than dispositions otherwise permitted by other provisions of this Section 6.11) since the Closing Restatement Effective Date, do not constitute Property which represents more than fifteen percent (15%) of the Consolidated Tangible Assets of such the Borrower as would be shown in the consolidated financial statements of such the Borrower and its Subsidiaries as at the end of the fiscal year ending immediately prior to the date of any such lease, sale or other disposition. 6.11.11 Contributions, directly or indirectly, of capital, in the form of either debt or equity, by the Company or any Subsidiary to any Subsidiary of the Company. 6.11.12 Transactions under which the Borrower, or its Subsidiary, that disposes of its Property receives in return consideration (i) in a form other than equity, other ownership interests or indebtedness and (ii) of which at least 75% is cash and/or assumption of debt; provided that any such cash consideration so received, unless retained by such Borrower or its Subsidiary at all times prior to the repayment of all Obligations under this Agreement, shall be used (x) within twelve months of the receipt thereof for investment or reinvestment by such Borrower or its Subsidiary in its existing business or (y) within six months of the receipt thereof to reduce Indebtedness of such Borrower or its Subsidiary, and provided further that after taking into account the assets disposed of by such Borrower and its Subsidiaries in the aggregate and any investment or reinvestment of the proceeds thereof in the business of such Borrower and its Subsidiaries, no such transaction shall result in such Borrower and its Subsidiaries as a whole having disposed of all or substantially all of their assets. 6.11.13 Transfers of Receivables (and rights ancillary thereto) pursuant to, and in accordance with the terms of, a Permitted Securitization. Notwithstanding any other provision of this Agreement, (a) CILCORP shall not dispose of any common stock of CILCO held by it, and (b) Resources shall not dispose of either the X.X. Xxxxxxx plant or the Duck Creek plant substantially as an entirety nor shall Resources dispose of any asset the disposition of which would adversely affect in any material respect the operation or the value of either the X.X. Xxxxxxx plant or the Duck Creek plant.