of Assets. Sell, lease, transfer, assign or otherwise dispose of any of its assets, or permit any of its Subsidiaries to sell, lease, transfer, assign or otherwise dispose of any of its assets, except (i) sales, leases, transfers and assignments from one Subsidiary of the Borrower to another such Subsidiary or to the Borrower, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the Commitments and prepayment of Advances pursuant to Sections 2.05, 2.11 and 2.12, or (B) applied solely to pay or prepay Debt (together with a permanent reduction of any commitments relating to such Debt) incurred by the Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 5% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the date hereof until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower and its Subsidiaries to TRANSlink Transmission Company or to any other Regional Transmission Organization authorized by the Federal Energy Regulatory Commission, (vii) sale or capital contribution of nuclear generation assets to Nuclear Management Company LLC and (viii) sales of contracts and accounts receivable of the Borrower, including, but not limited to, sales of accounts receivable in connection with (A) the Receivables Purchase Agreement, dated as of April 30, 2001 (as amended from time to time), among Xxxxxx, LLC, Alliant Energy SPE LLC, Citicorp North America, Inc. and Alliant Energy Corporate Services, Inc. and (B) the Receivables Purchase Agreement, dated as of April 30, 2001 (as amended from time to time), among Citibank, N.A., Alliant Energy SPE LLC, Citicorp North America, Inc. and Alliant Energy Corporate Services, Inc.; provided in each case that no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto.
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of Assets. Sell, lease, transfer, assign or otherwise dispose of any of its assets, or permit any of its Subsidiaries to sell, lease, transfer, assign or otherwise dispose of any of its assets, except (i) sales, leases, transfers and assignments from one Subsidiary of the Borrower to another such Subsidiary or to the Borrower, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the Commitments Aggregate Commitment and prepayment of Advances pursuant to Sections 2.05, 2.11 Section 2.6 and Section 2.12, or (B) applied solely to pay or prepay Debt (together with a permanent reduction of any commitments relating to such Debt) incurred by the Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transactiontransaction entered into by any Subsidiary of the Borrower, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 520% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the date hereof Amendment Effective Date until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower IPL and its Subsidiaries to TRANSlink Transmission Company or to any other Regional Transmission Organization authorized by the Federal Energy Regulatory CommissionSubsidiaries, (vii) sale or capital contribution sales, leases, transfers and assignments of nuclear generation other assets to Nuclear Management in the ordinary course of business, (viii) disposition of the investment made by WPL Transco LLC in American Transmission Company LLC and or the Equity Interests of WPL Transco LLC or any successor thereto, (viiiix) sales of contracts and accounts receivable of by the Borrower, including, but not limited to, sales of accounts receivable in connection with (A) the Receivables Purchase Agreement, dated as of April 30, 2001 (as amended from time to time), among Xxxxxx, LLCUtilities, Alliant Energy SPE LLC, Citicorp North America, Inc. and Alliant Energy Corporate Services, Inc. and (B) the Receivables Purchase Agreement, dated as of April 30, 2001 (as amended from time to time), among Citibank, N.A., Alliant Energy SPE LLC, Citicorp North America, Inc. and Alliant Energy Corporate Integrated Services, Inc., and its Subsidiaries (x) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of AER; and (xi) disposition of the Illinois assets of the Utilities; provided that in each case that under clauses (i) through (xi) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto; provided, further, that the Borrower or any of its Subsidiaries may, pursuant to Section 5.2(a)(ix), pledge its ownership interests in, and the assets of, any Foreign Subsidiary to secure not more than $300,000,000 aggregate principal amount of Debt incurred by any Foreign Subsidiary; provided that in the event any such Debt is not denominated in Dollars, the calculation of the Dollar equivalent amount of such Debt shall be made as of the date of the pledge of assets or ownership interests, as the case may be, securing such Debt.
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of Assets. Sell, lease, transfer, assign or otherwise dispose of any of its assets, or permit any of its Subsidiaries to sell, lease, transfer, assign or otherwise dispose of any of its assets, except (i) sales, leases, transfers and assignments from one Subsidiary of the Borrower to another such Subsidiary or to the Borrower, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the Commitments and prepayment of Advances pursuant to Sections 2.05, 2.11 and 2.12, or (B) applied solely to pay or prepay Debt (together with a permanent reduction of any commitments relating to such Debt) incurred by the Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 5% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the date hereof until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower and its Subsidiaries to TRANSlink Transmission Company or to any other Regional Transmission Organization authorized by the Federal Energy Regulatory Commission, (vii) sale or capital contribution of nuclear generation assets to Nuclear Management Company LLC and (viiivii) sales of contracts and accounts receivable of the Borrower, including, but not limited to, sales of accounts receivable in connection with (A) the Receivables Purchase Agreement, dated as of April 30, 2001 (as amended from time to time), among Xxxxxx, LLC, Alliant Energy SPE LLC, Citicorp North America, Inc. and Alliant Energy Corporate Services, Inc. and (B) the Receivables Purchase Agreement, dated as of April 30, 2001 (as amended from time to time), among Citibank, N.A., Alliant Energy SPE LLC, Citicorp North America, Inc. and Alliant Energy Corporate Services, Inc.; provided in each case that no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto.
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of Assets. Sell, lease, transfer, assign or otherwise dispose of any of its assets, or permit any of its Subsidiaries to sell, lease, transfer, assign or otherwise dispose of any of its assets, except (i) sales, leases, transfers and assignments from one Subsidiary of the Borrower to another such Subsidiary or to the Borrower, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the Commitments and prepayment of Advances pursuant to Sections 2.05, 2.11 Section 2.5 and 2.12Section 2.11, or (B) applied solely to pay or prepay Debt (together with a permanent reduction of any commitments relating to such Debt) incurred by the Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 520% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the date hereof until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower Borrower’s Illinois assets, and its Subsidiaries to TRANSlink Transmission Company or to any other Regional Transmission Organization authorized by the Federal Energy Regulatory Commission, (vii) sale or capital contribution of nuclear generation assets to Nuclear Management Company LLC and (viii) sales of contracts and accounts receivable of by the Borrower, including, but not limited to, sales of accounts receivable in connection with (A) the Receivables Purchase Agreement, dated as of April 30, 2001 (as amended from time to time), among Xxxxxx, LLC, Alliant Energy SPE LLC, Citicorp North America, Inc. Borrower and Alliant Energy Corporate Services, Inc. and (B) the Receivables Purchase Agreement, dated as of April 30, 2001 (as amended from time to time), among Citibank, N.A., Alliant Energy SPE LLC, Citicorp North America, Inc. and Alliant Energy Corporate Services, Inc.its Subsidiaries; provided that in each case that under clauses (i) through (vii) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto.
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of Assets. Sell, lease, transfer, assign or otherwise dispose of any of its assets, or permit any of its Subsidiaries to sell, lease, transfer, assign or otherwise dispose of any of its assets, except (i) sales, leases, transfers and assignments from one Subsidiary of the Borrower to another such Subsidiary or to the BorrowerSubsidiary, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the Commitments and prepayment of Advances pursuant to Sections 2.05, 2.11 and 2.12, or (B) applied solely to pay or prepay Debt (together with a permanent reduction of any commitments relating to such Debt) incurred by the Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transactiontransaction entered into by any Subsidiary of the Borrower, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 5% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the date hereof until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower IPL and its Subsidiaries to TRANSlink Transmission Company or to any other Regional Transmission Organization authorized by the Federal Energy Regulatory Commission, (vii) sale or capital contribution of nuclear generation assets to Nuclear Management Company LLC LLC, (viii) sales or transfers of Equity Interests of Xxxxxxx Petroleum Corporation in connection with the issuance of Equity Interests by Xxxxxxx Petroleum Corporation and (viiiix) sales of contracts and accounts receivable of by the BorrowerUtilities, Energy Performance Services, Inc., Cogenex Corporation and its Subsidiaries, including, but not limited to, sales of contracts and accounts receivable in connection with pursuant to (A) the Receivables Purchase Agreement, dated as of April 30, 2001 (as amended from time to time), among Xxxxxx, LLC, Alliant Energy SPE LLC, Citicorp North America, Inc. and Alliant Energy Corporate Services, Inc. and (B) the Receivables Purchase Agreement, dated as of April 30, 2001 (as amended from time to time), among Citibank, N.A., Alliant Energy SPE LLC, Citicorp North America, Inc. and Alliant Energy Corporate Services, Inc.; provided in each case that no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto; provided further that the Borrower or any of its Subsidiaries may, pursuant to Section 5.02(a)(ix), pledge its ownership interests in, and the assets of, any Foreign Subsidiary to secure not more than $200 million aggregate principal amount of Debt incurred by any Foreign Subsidiary; provided further that in the event any such Debt is not denominated in Dollars, the calculation of the Dollar equivalent amount of such Debt shall be made as of the date of the pledge of assets or ownership interests, as the case may be, securing such Debt.
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of Assets. Sell, lease, transfer, assign or otherwise dispose of any of its assets, or permit any of its Subsidiaries to sell, lease, transfer, assign or otherwise dispose of any of its assets, except (i) sales, leases, transfers and assignments from one Subsidiary of the Borrower to another such Subsidiary or to the Borrower, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the Commitments Aggregate Commitment and prepayment of Advances pursuant to Sections 2.05, 2.11 Section 2.6 and Section 2.12, or (B) applied solely to pay or prepay Debt (together with a permanent reduction of any commitments relating to such Debt) incurred by the Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 520% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the date hereof Amendment Effective Date until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower and its Subsidiaries to TRANSlink Transmission Company or to any other Regional Transmission Organization authorized by the Federal Energy Regulatory CommissionBorrower’s Illinois assets, (vii) sale or capital contribution sales, leases, transfers and assignments of nuclear generation other assets to Nuclear Management in the ordinary course of business, (viii) disposition of the equity investment made by WPL Transco LLC in American Transmission Company LLC or the Equity Interests of WPL Transco LLC or any successor thereto, and (viiiix) sales of contracts and accounts receivable of by the Borrower, including, but not limited to, sales of accounts receivable in connection with (A) the Receivables Purchase Agreement, dated as of April 30, 2001 (as amended from time to time), among Xxxxxx, LLC, Alliant Energy SPE LLC, Citicorp North America, Inc. Borrower and Alliant Energy Corporate Services, Inc. and (B) the Receivables Purchase Agreement, dated as of April 30, 2001 (as amended from time to time), among Citibank, N.A., Alliant Energy SPE LLC, Citicorp North America, Inc. and Alliant Energy Corporate Services, Inc.its Subsidiaries; provided that in each case that under clauses (i) through (ix) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto.
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