Common use of Sales, Etc Clause in Contracts

Sales, Etc. 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 Guarantor to another such Subsidiary or to the Guarantor, (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 prepayment of Advances pursuant to 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 Guarantor or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the Guarantor, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 25% of the consolidated tangible assets (valued at book value) of the Guarantor and its Subsidiaries in the aggregate from the Closing Date until the Maturity 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 Guarantor and its Subsidiaries, (vi) sales, leases, transfers and assignments of other assets in the ordinary course of business, (vii) disposition of the investments made by AE Transco Investments, LLC or any successor, or the Equity Interests of AE Transco Investments, LLC or any successor thereto, (viii) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of the Borrower, and (ix) sales of contracts and accounts receivable by the Utilities, Alliant Energy Corporate Services, Inc., and its Subsidiaries; provided that in each case under clauses (i) through (ix) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto; provided, further, that the Guarantor 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.

Sales, Etc. 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 Guarantor Borrower to another such Subsidiary or to the GuarantorBorrower, (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 Aggregate Commitment and prepayment of Advances pursuant to 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 Guarantor Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the Guarantortransaction, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 2520% of the consolidated tangible assets (valued at book value) of the Guarantor Borrower and its Subsidiaries in the aggregate from the Closing Amendment Effective Date until the Maturity 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 Guarantor Borrower and its Subsidiaries, (vi) dispositions of the Borrower’s Illinois assets, (vii) sales, leases, transfers and assignments of other assets in the ordinary course of business, (viiviii) disposition of the investments equity investment made by AE WPL Transco Investments, LLC or any successor, in American Transmission Company LLC or the Equity Interests of AE WPL Transco Investments, LLC or any successor thereto, (viii) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of the Borrower, and (ix) sales of contracts and accounts receivable by the Utilities, Alliant Energy Corporate Services, Inc., Borrower and its Subsidiaries; provided that in each case under clauses (i) through (ix) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto; provided, further, that the Guarantor 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.

Sales, Etc. 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 Guarantor Borrower to another such Subsidiary or to the GuarantorSubsidiary, (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 Section 2.122.5 and Section 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 Guarantor Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the GuarantorBorrower, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 2520% of the consolidated tangible assets (valued at book value) of the Guarantor Borrower and its Subsidiaries in the aggregate from the Closing Date date hereof until the Maturity 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 Guarantor Borrower and its Subsidiaries, (vi) sales, leases, transfers dispositions of the transmission assets of IPL and assignments of other assets in its Subsidiaries to any Person authorized by the ordinary course of businessFederal Energy Regulatory Commission or its successor, (vii) disposition dispositions of the investments made by AE Transco InvestmentsXxxxx Xxxxxx nuclear facility, LLC (viii) sales or any successor, or the transfers of Equity Interests of AE Transco InvestmentsNuclear Management Company, LLC or any successor theretoLLC, (viiiix) sales of contracts and accounts receivable by the Utilities, Alliant Energy Integrated Services, Inc., and its Subsidiaries (x) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of the Borrower, AER; and (ixxi) sales disposition of contracts and accounts receivable by the Illinois assets of the Utilities, Alliant Energy Corporate Services, Inc., and its Subsidiaries; provided that in each case under clauses (i) through (ixxi) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto; provided, further, that the Guarantor 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.

Sales, Etc. of Assets. Sell, lease, transfer, assign or otherwise dispose of any of its assets, or divide, or permit any of its Subsidiaries to sell, lease, transfer, assign or otherwise dispose of any of its assets, or divide, except (i) sales, leases, transfers and assignments from one Subsidiary of the Guarantor such Borrower to another such Subsidiary or to the Guarantorsuch 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 Aggregate Commitment and prepayment of Advances made to such Borrower pursuant to 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 Guarantor such Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the Guarantorsuch Borrower, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 25% of the consolidated tangible assets (valued at book value) of the Guarantor such Borrower and its Subsidiaries in the aggregate from the Closing Second Amendment Effective Date until the Maturity 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 Guarantor such Borrower and its Subsidiaries, (vi) sales, leases, transfers and assignments of other assets in the ordinary course of business, (vii) disposition of the investments made by AE Transco Investments, LLC or any successor, or the Equity Interests of AE Transco Investments, LLC or any successor thereto, (viii) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of the Borrower, and (ix) sales of contracts and accounts receivable by the Utilities, Alliant Energy Corporate Services, Inc., and its their Subsidiaries, and (ix) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of AEF; provided that in each case under clauses (i) through (ix) above, no Unmatured Default or Event of Default with respect to such Borrower shall have occurred and be continuing after giving effect thereto; provided, further, that the Guarantor such 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 of such Borrower to secure not more than $300,000,000 aggregate principal amount of Debt incurred by any such 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.. 74

Sales, Etc. 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 Guarantor Borrower to another such Subsidiary or to the GuarantorBorrower, (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 Aggregate Commitment and prepayment of Advances pursuant to 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 Guarantor Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the GuarantorBorrower, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 2520% of the consolidated tangible assets (valued at book value) of the Guarantor Borrower and its Subsidiaries in the aggregate from the Closing Amendment Effective Date until the Maturity 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 Guarantor Borrower and its Subsidiaries, (vi) sales, leases, transfers and assignments of other assets in the ordinary course of business, (vii) disposition of the investments investment made by AE WPL Transco Investments, LLC or any successor, in American Transmission Company LLC or the Equity Interests of AE WPL Transco Investments, LLC or any successor thereto, (viii) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of the Borrower, and (ix) sales of contracts and accounts receivable by the Utilities, Alliant Energy Corporate Services, Inc., and its SubsidiariesSubsidiaries and (ix) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of AER; provided that in each case under clauses (i) through (ix) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto; provided, further, that the Guarantor 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.

Sales, Etc. of Assets. Sell, lease, transfer, assign transfer or otherwise dispose of any of its assetsof, or permit any of its Subsidiaries to sell, lease, transfer, assign transfer or otherwise dispose of of, any of its assets, except (i) salesor grant any option or other right to purchase, leases, transfers and assignments from one Subsidiary of the Guarantor to another such Subsidiary lease or to the Guarantor, (ii) in otherwise acquire 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 prepayment of Advances pursuant to 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 Guarantor or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the Guarantor, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 25% of the consolidated tangible assets (valued at book value) of the Guarantor and its Subsidiaries in the aggregate from the Closing Date until the Maturity 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 Guarantor and its Subsidiaries, (vi) sales, leases, transfers and assignments of other assets than Inventory to be sold in the ordinary course of its business, except: (i) sales and leases of assets, including, without limitation, fiber sales in the ordinary course of its business consistent with prudent business practice for companies engaged in similar businesses for cash and fair value; (ii) in a transaction authorized by Section 5.02(d) (other than clause (ii) thereof); (iii) sales for cash and for fair value of assets related to the e^deltacom and OSDA businesses; (iv) sales of assets as consented to by the Required Lenders for cash and for fair value; (v) sales of obsolete equipment for cash and for fair value in an aggregate amount not to exceed (A) $2,000,000 and (B) $10,000,000 to the extent the proceeds thereof are used by any Loan Party to purchase replacement equipment that is substantially similar in type and function to the equipment sold; (vi) any sale, lease, transfer or other disposition by the Parent or any Subsidiary of the Parent to the Borrower and its Subsidiaries that are Loan Parties; and (vii) disposition assignments, sales or other dispositions at fair market value for cash of the investments made by AE Transco Investments, LLC or any successor, or the Equity Interests of AE Transco Investments, LLC or any successor thereto, (viii) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of the Borrower, and (ix) sales of contracts and accounts receivable representing amounts owed to any Loan Party by any Person that is subject to a proceeding under the Utilities, Alliant Energy Corporate Services, Inc., and its SubsidiariesBankruptcy Code; provided that in each the case under of sales of assets pursuant to clauses (iiii), (iv) through and (ixv)(x) aboveabove which (A) occur prior to the date on which all Obligations under first, no Unmatured Default the First Lien Loan Documents or Event the Refinanced First Lien Loan Documents have been paid in full, the Borrower shall, on the date of Default shall have occurred and be continuing after giving effect thereto; provided, further, that the Guarantor receipt by any Loan Party or any of its Subsidiaries mayof the Net Cash Proceeds from such sale, prepay the obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents pursuant to Section 5.2(a)(ix), pledge its ownership interests into, 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 Dollarsamount and order of priority set forth therein, second, the calculation of Second Lien Loan Documents or the Dollar equivalent amount of such Debt shall be made as of Refinanced Second Lien Loan Documents have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the pledge Net Cash Proceeds from such sale, prepay the obligations under the Second Lien Loan Documents or the Refinanced Second Lien Loan Documents pursuant to, and thereafter in the amount and order of assets or ownership interestspriority set forth thereinand to the extent all such obligations have been satisfied, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.04(b)(ii), as specified therein, and (B) occur after the case may bedate on which all Obligations under the First Lien Loan Documents or the Refinanced First Lien Loan Documents and the Second Lien Loan Documents or the Refinanced Second Lien Loan Documents, securing have been paid in full, the Borrower shall, on the date of receipt by any Loan Party or any of its Subsidiaries of the Net Cash Proceeds from such Debtsale, prepay the Advances pursuant to, and in the amount and order of priority set forth in, Section 2.04(b)(ii), as specified therein. Nothing in this Section 5.02(e) shall restrict the Parent from issuing, selling, transferring or otherwise disposing of, for or without consideration and by dividend or otherwise, any Equity Interests in the Parent, or any option, warrant or other right to purchase or otherwise acquire any Equity Interests in the Parent.

Sales, Etc. 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 Guarantor Borrower to another such Subsidiary or to the GuarantorBorrower, (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 Aggregate Commitment and prepayment of Advances pursuant to 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 Guarantor Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the GuarantorBorrower, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 2520% of the consolidated tangible assets (valued at book value) of the Guarantor Borrower and its Subsidiaries in the aggregate from the Closing Amendment Effective Date until the Maturity 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 Guarantor Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of IPL and its Subsidiaries, (vii) sales, leases, transfers and assignments of other assets in the ordinary course of business, (viiviii) disposition of the investments investment made by AE WPL Transco Investments, LLC or any successor, in American Transmission Company LLC or the Equity Interests of AE WPL Transco Investments, LLC or any successor thereto, (viiiix) sales of contracts and accounts receivable by the Utilities, Alliant Energy Integrated Services, Inc., and its Subsidiaries (x) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of the Borrower, AER; and (ixxi) sales disposition of contracts and accounts receivable by the Illinois assets of the Utilities, Alliant Energy Corporate Services, Inc., and its Subsidiaries; provided that in each case under clauses (i) through (ixxi) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto; provided, further, that the Guarantor 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.

Sales, Etc. 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 Guarantor Borrower to another such Subsidiary or to the GuarantorBorrower, (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 reduction of Commitments and/or prepayment of Advances pursuant to 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 Guarantor Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the GuarantorBorrower, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 2520% of the consolidated tangible assets (valued at book value) of the Guarantor Borrower and its Subsidiaries in the aggregate from the Closing Effective Date until the Maturity 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 Guarantor Borrower and its Subsidiaries, (vi) [reserved], (vii) sales, leases, transfers and assignments of other assets in the ordinary course of business, (viiviii) disposition of the investments investment made by AE WPL Transco Investments, LLC or any successor, in American Transmission Company LLC or the Equity Interests of AE WPL Transco Investments, LLC or any successor thereto, (viiiix) sales of contracts and accounts receivable by the Utilities, Alliant Energy Integrated Services, Inc., and its Subsidiaries (x) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of the Borrower, AER; and (ixxi) sales disposition of contracts and accounts receivable by the Illinois assets of the Utilities, Alliant Energy Corporate Services, Inc., and its Subsidiaries; provided that in each case under clauses (i) through (ixxi) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto; provided. Sales, furtherleases, that transfers, assignments and dispositions of the Guarantor or any of its Subsidiaries may, pursuant to Section 5.2(a)(ixtypes described in clauses (iii), pledge its ownership interests in(iv), (vii), (ix), (x) 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(xi) above are “Specified Dispositions”.

Sales, Etc. 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 Guarantor Borrower to another such Subsidiary or to the GuarantorBorrower, (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) if such transaction is consummated prior the Commitment Termination Date, applied solely as a prepayment permanent reduction of Advances the Aggregate Commitment pursuant to Section 2.122.6, or (B) applied solely to pay or prepay Debt (together with a permanent reduction of any commitments relating to such Debt) incurred by the Guarantor Borrower or any such Subsidiary (x) in connection with the project comprising such assetsassets or (y) under the Third Amended and Restated Five Year Credit Agreement, dated as of December 14, 2011, among the Borrower, the banks named therein and Xxxxx Fargo, as administrative agent, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the GuarantorBorrower, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 2520% of the consolidated tangible assets (valued at book value) of the Guarantor Borrower and its Subsidiaries in the aggregate from the Closing Date until the Maturity 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 Guarantor Borrower and its Subsidiaries, (vi) sales, leases, transfers and assignments of other assets in the ordinary course of business, (vii) disposition of the investments investment made by AE WPL Transco Investments, LLC or any successor, in American Transmission Company LLC or the Equity Interests of AE WPL Transco Investments, LLC or any successor thereto, (viii) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of the Borrower, and (ix) sales of contracts and accounts receivable by the Utilities, Alliant Energy Corporate Services, Inc., and its SubsidiariesSubsidiaries and (ix) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of AER; provided that in each case under clauses (i) through (ix) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto; provided, further, that the Guarantor 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.

Sales, Etc. of Assets. Sell, lease, transfer, assign or otherwise dispose of any of its assets, or divide, or permit any of its Subsidiaries to sell, lease, transfer, assign or otherwise dispose of any of its assets, or divide, except (i) sales, leases, transfers and assignments from one Subsidiary of the Guarantor such Borrower to another such Subsidiary or to the Guarantorsuch 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 Aggregate Commitment and prepayment of Advances made to such Borrower pursuant to 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 Guarantor such Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the Guarantorsuch Borrower, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 25% of the consolidated tangible assets (valued at book value) of the Guarantor such Borrower and its Subsidiaries in the aggregate from the Closing First Amendment Effective Date until the Maturity 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 Guarantor such Borrower and its Subsidiaries, (vi) sales, leases, transfers and assignments of other assets in the ordinary course of business, (vii) disposition of the investments made by AE Transco Investments, LLC or any successor, or the Equity Interests of AE Transco Investments, LLC or any successor thereto, (viii) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of the Borrower, and (ix) sales of contracts and accounts receivable by the Utilities, Alliant Energy Corporate Services, Inc., and its their Subsidiaries, and (ix) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of AEF; provided that in each case under clauses (i) through (ix) above, no Unmatured Default or Event of Default with respect to such Borrower shall have occurred and be continuing after giving effect thereto; provided, further, that the Guarantor such 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 of such Borrower to secure not more than $300,000,000 aggregate principal amount of Debt incurred by any such 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.

Sales, Etc. 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 Guarantor Borrower to another such Subsidiary or to the GuarantorBorrower, (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 Aggregate Commitment and prepayment of Advances pursuant to 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 Guarantor Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the Guarantortransaction, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 2520% of the consolidated tangible assets (valued at book value) of the Guarantor Borrower and its Subsidiaries in the aggregate from the Closing Amendment Effective Date until the Maturity 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 Guarantor Borrower and its Subsidiaries, (vi) sales, leases, transfers and assignments of other assets in the ordinary course of business, (vii) disposition of the investments investment made by AE WPL Transco Investments, LLC or any successor, in American Transmission Company LLC or the Equity Interests of AE WPL Transco Investments, LLC or any successor thereto, and (viii) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of the Borrower, and (ix) sales of contracts and accounts receivable by the Utilities, Alliant Energy Corporate Services, Inc., Borrower and its Subsidiaries; provided that in each case under clauses (i) through (ixviii) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto; provided, further, that the Guarantor or any of its Subsidiaries Borrower may, pursuant to Section 5.2(a)(ix5.2(a)(vii), pledge its ownership interests in, and the assets of, any Foreign Subsidiary of the Parent to secure not more than $300,000,000 aggregate principal amount of Debt (inclusive of any such liens held by the Parent and IPL) incurred by any Foreign SubsidiarySubsidiary of the Parent; 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.

Sales, Etc. of Assets. Sell, lease, transfer, assign transfer or otherwise dispose of any of its assetsof, or permit any of its Subsidiaries to sell, lease, transfer, assign transfer or otherwise dispose of of, any of its assets, except or grant any option or other right to purchase, lease or otherwise acquire any assets, except: (i) sales, leases, transfers and assignments from one Subsidiary sales of the Guarantor to another such Subsidiary or to the Guarantor, (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 prepayment of Advances pursuant to 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 Guarantor or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the Guarantor, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 25% of the consolidated tangible assets (valued at book value) of the Guarantor and its Subsidiaries in the aggregate from the Closing Date until the Maturity 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 Guarantor and its Subsidiaries, (vi) sales, leases, transfers and assignments of other assets Inventory in the ordinary course of its business, (A) the transfer of real property by the Borrower to Shoney's SPV or by TPI to TPI SPV and (B) the lease of the real property owned by Shoney's SPV to the Borrower or the lease of the real property owned by TPI SPV to TPI, in each case pursuant to the applicable Master Lease, (iii) in a transaction authorized by subsection (d) of this Section, (iv) sales of assets for cash and for fair value (as determined by the Borrower's board of directors) in an aggregate amount not to exceed $10,000,000 in any Fiscal Year, (v) the sales, leases or subleases of one or more of the real properties described on Schedule 5.02(e), the equipment used therein and any tradenames, trademarks or copyrights related thereto so long as such tradenames, trademarks or copyrights relate to the "Pargo's" concept or the "Fifth Quarter" concept, for cash and for fair value (as determined by the Borrower's board of directors or officers of the Borrower designated by the Borrower's board of directors), (vi) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a transaction which would be permitted under the provisions of clauses (iv) and (v) above, (vii) disposition leases to current or future franchisees of the investments made by AE Transco Investments, LLC or any successor, or the Equity Interests of AE Transco Investments, LLC or any successor thereto, Borrower on terms consistent with prudent business practice, (viii) dispositions the sale for cash of Equity Interests in Insurex Agency, Inc. and Insurex Benefits Administrators, Inc. and any tradenames or assets of any direct or indirect subsidiary of the Borrowertrademarks related thereto, and and (ix) sales leases or subleases of contracts and accounts receivable by properties with an aggregate value (which value shall be the Utilitiesappraised value, Alliant Energy Corporate Servicesif appraised, Inc.or cost) not to exceed $10,000,000 (excluding properties currently being leased or subleased), and its Subsidiaries; in each case on terms consistent with prudent business practice, provided that in each the case under of sales of assets pursuant to clauses (iiv) through and (ixv) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto; providedthe Borrower shall, further, that (except as provided in Section 2.06(b)(ii)) within three Business Days following receipt by the Guarantor Borrower or any of its Subsidiaries mayof the Net Cash Proceeds from such sale, prepay the Advances pursuant to to, and in the amount and order of priority set forth in, Section 5.2(a)(ix2.06(b)(ii), 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 Debtspecified therein.

Sales, Etc. 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 Guarantor to another such Subsidiary or to the Guarantor, (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 prepayment of Advances pursuant to 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 Guarantor or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the Guarantor, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 2520% of the consolidated tangible assets (valued at book value) of the Guarantor and its Subsidiaries in the aggregate from the Closing Date until the Maturity 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 Guarantor and its Subsidiaries, (vi) sales, leases, transfers and assignments of other assets in the ordinary course of business, (vii) disposition of the investments investment made by AE WPL Transco Investments, LLC or any successor, in American Transmission Company LLC or the Equity Interests of AE WPL Transco Investments, LLC or any successor thereto, (viii) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of the Borrower, and (ix) sales of contracts and accounts receivable by the Utilities, Alliant Energy Corporate Services, Inc., and its SubsidiariesSubsidiaries and (ix) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of AER; provided that in each case under clauses (i) through (ix) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto; provided, further, that the Guarantor 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.

Sales, Etc. of Assets. Sell, lease, transfer, assign transfer or otherwise dispose of any assets, including, without limitation, any manufacturing plant or substantially all assets constituting the business of a division, branch or other unit operation, or grant any option or other right to purchase, lease or otherwise acquire any assets other than inventory to be sold in the ordinary course of its assetsbusiness, or permit any of its Subsidiaries to sell, lease, transfer, assign or otherwise dispose of any of its assets, except except: (i) sales, leases, transfers and assignments from one Subsidiary sales of the Guarantor to another such Subsidiary or to the Guarantor, (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 prepayment of Advances pursuant to 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 Guarantor or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the Guarantor, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 25% of the consolidated tangible assets (valued at book value) of the Guarantor and its Subsidiaries in the aggregate from the Closing Date until the Maturity 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 Guarantor and its Subsidiaries, (vi) sales, leases, transfers and assignments of other assets in the ordinary course of business, its business (viiwhether to a to a third party or to any other Subsidiary) disposition consistent with past business practices; (ii) in a transaction authorized by paragraph 6B(5); (iii) the sale of the investments made by AE Transco InvestmentsCompany's 50% interest in Chinhae Chemical Company, LLC or any successorLtd., or a Korean Chemical Company, for cash and for fair value; (iv) the Equity Interests limited recourse sale of AE Transco Investments, LLC or any successor thereto, (viii) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of the Borrower, and (ix) sales of contracts and accounts receivable permitted under paragraph 6(7); (v) the lease (as lessee) by the Utilities, Alliant Energy Corporate Services, Inc., and its Subsidiaries; provided that in each case under clauses (i) through (ix) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto; provided, further, that the Guarantor Company or any of its Subsidiaries mayof real or personal property in the ordinary course of business (as long as such lease does not create Debt under Capitalized Leases not permitted under paragraph 6B(2)); (vi) prior to the Release Date, pursuant any sale of assets by (A) any Subsidiary Guarantor to Section 5.2(a)(ix)any Non-Guarantor Subsidiary, pledge (B) the Company to any of its ownership interests inSubsidiaries, and (C) any Subsidiary Guarantor to the assets ofCompany in an aggregate amount under this subclause (vi) not to exceed $25,000,000, from the date hereof to the Release Date; (vii) after the Release Date, any Foreign sale or other disposition of assets (A) made by the Company to a Subsidiary of the Company for fair value (including by way of liquidation or dissolution of such Subsidiary) and (B) made by a Subsidiary of the Company to secure not more than $300,000,000 aggregate principal amount any other Subsidiary of Debt incurred by any Foreign Subsidiary; provided that the Company or to the Company; (viii) sale, discount, or transfer of (a) delinquent accounts receivable in the event ordinary course of business for purposes of collection or (b) receivables arising in connection with credit card purchases sold or transferred, in each case, in the ordinary course of business and consistent with past practices; and (ix) other sales of assets (except as set forth below) and for fair value in an amount not to exceed (A) an aggregate purchase price of $50,000,000 for any such Debt is not denominated in Dollars, the calculation consecutive twelve-month period or (B) an aggregate of the Dollar equivalent amount of such Debt shall be made as of $150,000,000 from the date of the pledge of assets or ownership interests, as the case may be, securing such Debthereof until all Notes are fully paid.

Sales, Etc. 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 Guarantor Borrower to another such Subsidiary or to the GuarantorBorrower, (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 Aggregate Commitment and prepayment of Advances pursuant to 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 Guarantor Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the Guarantortransaction, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 2520% of the consolidated tangible assets (valued at book value) of the Guarantor Borrower and its Subsidiaries in the aggregate from the Closing Amendment Effective Date until the Maturity 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 Guarantor Borrower and its Subsidiaries, (vi) sales, leases, transfers and assignments of other assets in the ordinary course of business, and (vii) disposition of the investments made by AE Transco Investments, LLC or any successor, or the Equity Interests of AE Transco Investments, LLC or any successor thereto, (viii) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of the Borrower, and (ix) sales of contracts and accounts receivable by the Utilities, Alliant Energy Corporate Services, Inc., Borrower and its Subsidiaries; provided that in each case under clauses (i) through (ixvii) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto; provided, further, that the Guarantor or any of its Subsidiaries Borrower may, pursuant to Section 5.2(a)(ix5.2(a)(vii), pledge its ownership interests in, and the assets of, any Foreign Subsidiary of the Parent to secure not more than $300,000,000 aggregate principal amount of Debt (inclusive of any such liens held by the Parent and WPL) incurred by any Foreign SubsidiarySubsidiary of the Parent; 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.

Sales, Etc. 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 Guarantor Borrower to another such Subsidiary or to the GuarantorBorrower, (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 Section 2.122.5 and Section 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 Guarantor Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the Guarantortransaction, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 2520% of the consolidated tangible assets (valued at book value) of the Guarantor Borrower and its Subsidiaries in the aggregate from the Closing Date date hereof until the Maturity 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 Guarantor Borrower and its Subsidiaries, (vi) sales, leases, transfers dispositions of the transmission assets of the Borrower and assignments of other assets in its Subsidiaries to any Person authorized by the ordinary course of businessFederal Energy Regulatory Commission or its successor, (vii) disposition dispositions of the investments made by AE Transco Investments, LLC or any successor, or the Equity Interests of AE Transco Investments, LLC or any successor thereto, (viii) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of Xxxxx Xxxxxx nuclear facility and the Borrower’s Illinois assets, and (ixviii) sales of contracts and accounts receivable by the Utilities, Alliant Energy Corporate Services, Inc., Borrower and its Subsidiaries; provided that in each case under clauses (i) through (ixviii) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto; provided, further, that the Guarantor 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.

Sales, Etc. 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 Guarantor such Borrower to another such Subsidiary or to the Guarantorsuch 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 Aggregate Commitment and prepayment of Advances made to such Borrower pursuant to 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 Guarantor such Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the Guarantorsuch Borrower, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 25% of the consolidated tangible assets (valued at book value) of the Guarantor such Borrower and its Subsidiaries in the aggregate from the Closing Date until the Maturity 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 Guarantor such Borrower and its Subsidiaries, (vi) sales, leases, transfers and assignments of other assets in the ordinary course of business, (vii) disposition of the investments made by AE Transco Investments, LLC or any successor, or the Equity Interests of AE Transco Investments, LLC or any successor thereto, (viii) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of the BorrowerAEF, and (ix) sales of contracts and accounts receivable by the Utilities, Alliant Energy Corporate Services, Inc., and its Subsidiaries; provided that in each case under clauses (i) through (ix) above, no Unmatured Default or Event of Default with respect to such Borrower shall have occurred and be continuing after giving effect thereto; provided, further, that the Guarantor such 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 of such Borrower to secure not more than $300,000,000 aggregate principal amount of Debt incurred by any such 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.