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 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 Inventory 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 Borrower and its Subsidiaries in the aggregate from the Closing Date until the Maturity Date in any single ordinary course of its business and sales or series other disposals of transactionsobsolete, whether damaged or not relatedunmarketable inventory, (ii) sales or other disposals of obsolete, (v) sales, leases, transfers and assignments of worn worn-out or obsolete surplus equipment no longer used and useful in the business of the Guarantor and its Subsidiaries, (vi) sales, leases, transfers and assignments of or other assets in the ordinary course of business, , (viiiii) disposition in a transaction authorized by subsection (d) of this Section, (iv) sales of assets by the Borrower or any Subsidiary of the investments made Borrower for cash and for fair value in an aggregate amount not to exceed $5,000,000 in any Fiscal Year, provided that the Borrower shall, to the extent required by AE Transco InvestmentsSection 2.06(b)(ii), LLC prepay the Advances pursuant to, and in the amount and order of priority set forth in, such Section 2.06(b)(ii), (v) sales or other transfers of assets from the Borrower or any successor, of the Borrower's Subsidiaries to the Borrower 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 a wholly-owned domestic Subsidiary of the Borrower, provided that such wholly-owned domestic Subsidiary shall become an additional grantor pursuant to the terms of the Security Agreement and shall become a Subsidiary Guarantor pursuant to the terms of the Subsidiary Guaranty, (ixvi) sales leases or subleases of contracts and accounts receivable assets in the ordinary course of business 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 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 lessor or ownership interestssublessor, as the case may be, (vii) sales or other disposals of Cash Equivalents in the ordinary course of business, securing and (viii) sales of assets by the Borrower or any Subsidiary of the Borrower for cash and for fair value in an aggregate amount not to exceed $10,000,000 in any Fiscal Year, provided that, within nine months following the date of such Debtsale, the Borrower or such Subsidiary shall lease back such asset.

Sales, Etc. of Assets. SellSuch Loan Party shall not 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 the Term Loans pursuant to Section 2.122.7, 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 Facility 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 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)(ix7.1(i), 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 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 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 ▇▇▇▇▇ 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 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 assign, exchange, convey or otherwise dispose of any (including, without limitation, pursuant to an allocation of its assetsassets among newly divided limited liability companies pursuant to a “plan of division”) (each a “Transfer”), or permit any of its Restricted Subsidiaries to sellTransfer, lease, transfer, assign or otherwise dispose of any of its assets, except 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 Transfers of Inventory (including unusable, excess, obsolete or slow-moving Inventory), delinquent accounts receivables and other capital assets in the ordinary course of its business (it being agreed that for purposes of this Agreement, Transfers of such assets from a Loan Party to a Foreign Subsidiary shall be deemed not in the ordinary course of business if the consideration for such Transfer is less than the selling Loan Party’s cost of the assets subject to such Transfer or the selling Loan Party does not receive payment for such Transfer within ten (10) days after the consummation thereof, and for the avoidance of doubt, any amounts owing by a Foreign Subsidiary to a Loan Party in connection with such Transfer described in this parenthetical may be evidenced by an intercompany balance or intercompany note and shall be permitted as a prepayment Permitted Investment so long as such Investment is otherwise in compliance with Section 5.03(f) hereof) and Transfers 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 accounts receivables 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 private label credit card programs in the ordinary course of business, and (B) dispositions of cash and Cash Equivalents in the ordinary course of business; (ii) (A) Transfers of assets among Loan Parties (other than to the Parent or either Holdings Entity); (B) Transfers of assets among Restricted Subsidiaries that are not Loan Parties; and (C) Transfers of assets from Subsidiaries that are not Loan Parties to Loan Parties (other than to the Parent or either Holdings Entity); provided that, for purposes of determining the application of each of clauses (A) through (C) above in connection with any Transfer made in connection with reorganizing or restructuring of Subsidiaries, any Transfer or series of related Transfers between Loan Parties and/or Subsidiaries shall be deemed to be a Transfer solely between the initial and the ultimate holder of any such assets transferred without regard to any intermediate holder of such assets; (iii) Transfers of unneeded, used, worn out, obsolete or damaged equipment and trade-ins and exchanges of equipment in the ordinary course of business and the abandonment or other disposition or Transfer of Intellectual Property that is, in the reasonable judgment of Loan Parties, no longer economically practicable or commercially desirable in the conduct of the business of the Loan Parties taken as a whole (other thanwhich, for the avoidance of doubt, shall not include any Material Intellectual Property included in the determination of the Term Borrowing Base); (iv) Transfers in connection with any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any property or asset of a Loan Party; (v) Transfers of assets of the type included in the Borrowing Base or the Term Borrowing Base (other than Intellectual Property), not otherwise permitted hereunder, subject to the requirements set forth in the last paragraph of this Section 5.02(e); (vi) Leases and subleases, licenses and sublicenses of real or personal property (other than Intellectual Property, which is addressed in clause (vii) disposition below) in the ordinary course of business; (vii) Licensing or sublicensing of Intellectual Property (x) on a non-exclusive basis in the ordinary course of business or (y) on an exclusive basis (in jurisdictions outside of the investments made by AE Transco InvestmentsUnited States and Canada for the use of such Intellectual Property) so long as such exclusive licensing is limited to geographic areas, LLC particular fields of use, customized products for customers or any successorlimited time periods in the ordinary course of business and, or in the Equity Interests of AE Transco Investments, LLC or any successor thereto, (viii) dispositions of Equity Interests in or assets case of any direct Intellectual Property as to which such Loan Party or indirect subsidiary of the BorrowerRestricted Party is a licensee, and (ix) sales of contracts and accounts receivable permitted 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 Subsidiaryapplicable license agreement; provided that in the event case of this clause (vii) , (A) no such licensing (x)or sublicensing shall adversely affect (1) in any material respect the fair value of any Eligible Inventory or the ability of the Agents to dispose of or otherwise realize upon any Eligible Inventory after an Event of Default or (y2) could reasonably be expected to reduce the Appraised Value of the Eligible Intellectual Propertyin the case of the JV IP, the right of the Loan Parties to utilize the JV IP under the JV IP License Agreements or the rights of the Agents under the IP Rights Agreement, and (B) with respect to any JV IP, such licensing or sublicensing shall be permitted by the JV IP License Agreements (as in effect on the Fourth Amendment Effective Date or as subsequently amended in accordance with Section 5.02(k)(ii)); (viii) Any liquidation or dissolution of a Restricted Subsidiary (other than the Borrower) so long as its immediate parent or a Loan Party (other than the Parent or either Holdings Entity) becomes the owner of its assets; (ix) Transfers of Inventory and other capital assets pursuant to franchise arrangements in the ordinary course of business and on terms substantially consistent with past practice; (x) Transfers of assets (other than assets of the type included in the Borrowing Base or the Term Borrowing Base), not otherwise permitted hereunder as long as (A) no Event of Default then exists or would arise therefrom, and (B) such sale or transfer is made for fair market value and at least 75% of the consideration received by Holdings and its Restricted Subsidiaries for such sale or transfer is (i) cash, (ii) Cash Equivalents, (iii) the assumption by the transferee of Debt or other liabilities contingent or otherwise of the Borrower or any of its Restricted Subsidiaries (other than liabilities that are expressly subordinated to the Obligations) from all liability on such Debt or other liability in connection with such Transfer pursuant to a written agreement releasing the Borrower or such Restricted Subsidiary from all such liabilities, or (iv) Designated Non-Cash Consideration received by Holdings and its Restricted Subsidiaries in respect of such Transfer having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (x) that is at that time outstanding, not in excess (at the time of receipt of such Designated Non-Cash Consideration) of $7,500,000; (xi) mergers, amalgamations, consolidations and dissolutions in compliance with Section 5.02(d); (xii) Investments in compliance with Section 5.02(f); (xiii) discounts or forgiveness of accounts receivable in the ordinary course of business or in connection with collection or compromise thereof; (xiv) Permitted Liens; and (xv) Transfers of Inventory and other capital assets from a Loan Party to a Foreign Subsidiary not in the ordinary course of business; provided that, with respect to each Transfer made pursuant to this clause (xv), (1) the Payment Conditions shall have been satisfied, and (2) for the avoidance of doubt, any amounts owing by a Foreign Subsidiary to a Loan Party in connection with a Transfer described in this clause (xv) may be evidenced by an intercompany balance or intercompany note and shall be permitted as a Permitted Investment so long as such Investment is otherwise in compliance with Section 5.03(f) hereof. Any assets transferred to a Foreign Subsidiary not in compliance with this clause (xv) are expressly transferred subject to the continuing Lien of the Collateral Agent and are not transferred free and clear of such Lien; (xvi) the JV IP Transactions contemplated under the JV IP Transaction Documents (as in effect on the Fourth Amendment Effective Date) to be consummated on the Fourth Amendment Effective Date, to the extent consummated on the Fourth Amendment Effective Date in accordance with such JV IP Transaction Documents; and (xvii) (x) Transfers, licenses and sublicenses, in each case as and to the extent required pursuant to Sections 7(B), 10.A(2) and 10.A(3) of the Prime License Agreement (as in effect on the Fourth Amendment Effective Date or as subsequently amended in accordance with Section 5.02(k)(ii)), or (y) sublicenses in favor of the Agents described in clause (i) of the third sentence of Section 19(B) of the Prime License Agreement (as in effect on the Fourth Amendment Effective Date or as subsequently amended in accordance with Section 5.02(k)(ii)). Notwithstanding anything to the contrary set forth herein, (a) no Intellectual Property owned by a Loan Party or Restricted Subsidiary or in which Loan Party or Restricted Subsidiary has rights under any applicable license agreement (and if any such Debt license agreement is a JV IP License Agreement, as such JV IP License Agreement is in effect on the Fourth Amendment Effective Date or subsequently amended in accordance with Section 5.02(k)(ii)) shall be the subject of any Transfer (including, without limitation, by sale, contribution, pledge, assignment or other transfer of the Equity Interest of any Restricted Subsidiary that owns or holds such Intellectual Property or resulting in such Intellectual Property being owned or controlled by a Subsidiary that is designated as an Unrestricted Subsidiary or other Excluded Subsidiary) (other than as provided in clauses (iii) and, (vii), (xvi) or (xvii) above), and (b) no other asset included in the determination of any Borrowing Base or any Term Loan Borrowing Base (other than Transfers described in Section 5.02(e)(i)) shall be the subject of any Transfer (in each case, whether pursuant to a Transfer, a Permitted Investment, a Permitted Lien or otherwise) to any non-Loan Party as provided in this Section 5.02(e) unless, in the case of this clause (b), (1) before and after giving effect to any such Transfer, the Payment Conditions are satisfied, (2) such Transfer is made for fair market value and the consideration received by Holdings and its Restricted Subsidiaries for such Transfer is cash or Cash Equivalents and is not denominated less than the combined net amount included in Dollarsthe Borrowing Base and the Term Loan Borrowing Base with respect to such asset, (3) in connection with Transfers of assets (in one transaction or a series of related transactions) having an aggregate fair market value in excess of $5,000,000, at least three (3) Business Days prior to the consummation of such Transfer, the calculation of Borrower shall have delivered to the Dollar equivalent amount of Administrative Agent an updated Borrowing Base Certificate and an updated Term Loan Borrowing Base Certificate excluding the assets subject to such Debt Transfer from the calculations thereunder, and (4) contemporaneously therewith, the Borrower shall be have made such payments as of the date of the pledge of assets or ownership interests, as the case may be, securing such Debtare required by Section 2.06(b).

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.

Sales, Etc. of Assets. Sell, lease, transfer, assign assign, exchange, convey or otherwise dispose of any (including, without limitation, pursuant to an allocation of its assetsassets among newly divided limited liability companies pursuant to a “plan of division”) (each a “Transfer”), or permit any of its Restricted Subsidiaries to sellTransfer, lease, transfer, assign or otherwise dispose of any of its assets, except 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 Transfers of Advances pursuant to Section 2.12Inventory (including unusable, excess, obsolete 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 assetsslow-moving Inventory), (iii) in connection with a sale delinquent accounts receivables 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 capital assets in the ordinary course of its business (it being agreed that for purposes of this Agreement, Transfers of such assets from a Loan Party to a Foreign Subsidiary shall be deemed not in the ordinary course of business if the consideration for such Transfer is less than the selling Loan Party’s cost of the assets subject to such Transfer or the selling Loan Party does not receive payment for such Transfer within ten (10) days after the consummation thereof, and for the avoidance of doubt, any amounts owing by a Foreign Subsidiary to a Loan Party in connection with such Transfer described in this parenthetical may be evidenced by an intercompany balance or intercompany note and shall be permitted as a Permitted Investment so long as such Investment is otherwise in compliance with Section 5.03(f)) and Transfers of accounts receivables in connection with the private label credit card programs in the ordinary course of business and (B) dispositions of cash and Cash Equivalents in the ordinary course of business; (ii) (A) Transfers of assets among Loan Parties (other than to Parent or either Holdings Entity); (B) Transfers of assets among Restricted Subsidiaries that are not Loan Parties; and (C) Transfers of assets from Subsidiaries that are not Loan Parties to Loan Parties (other than to Parent or either Holdings Entity); provided that, for purposes of determining the application of each of clauses (A) through (C) above in connection with any Transfer made in connection with reorganizing or restructuring of Subsidiaries, any Transfer or series of related Transfers between Loan Parties and/or Subsidiaries shall be deemed to be a Transfer solely between the initial and the ultimate holder of any such assets transferred without regard to any intermediate holder of such assets; (iii) Transfers of unneeded, used, worn out, obsolete or damaged equipment and trade-ins and exchanges of equipment in the ordinary course of business and the abandonment or other disposition or Transfer of Intellectual Property that is, in the reasonable judgment of Loan Parties, no longer economically practicable or commercially desirable in the conduct of the business of the Loan Parties taken as a whole (which, for the avoidance of doubt, shall not include any Material Intellectual Property); (iv) Transfers in connection with any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any property or asset of a Loan Party; (v) Transfers of assets of the type included in the ABL Borrowing Base or the Term Loan Borrowing Base, not otherwise permitted hereunder, subject to the requirements set forth in the last paragraph of this Section 5.02(e); (vi) Leases and subleases, licenses and sublicenses of real or personal property (other than Intellectual Property, which is addressed in clause (vii) disposition below) in the ordinary course of business; (vii) Licensing or sublicensing of Intellectual Property (x) on a non-exclusive basis in the ordinary course of business or (y) on an exclusive basis (in jurisdictions outside of the investments made by AE Transco InvestmentsUnited States and Canada for the use of such Intellectual Property) so long as such exclusive licensing is limited to geographic areas, LLC particular fields of use, customized products for customers or any successorlimited time periods in the ordinary course of business and, or in the Equity Interests of AE Transco Investments, LLC or any successor thereto, (viii) dispositions of Equity Interests in or assets case of any direct Intellectual Property as to which such Loan Party or indirect subsidiary of the BorrowerRestricted Party is a licensee, and (ix) sales of contracts and accounts receivable permitted 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 Subsidiaryapplicable license agreement; provided that in the event case of this clause (vii) (A) no such licensing or sublicensing shall adversely affect (1) in any material respect the fair value of any Eligible Inventory or the ability of the Agents to dispose of or otherwise realize upon any Eligible Inventory after an Event of Default, (2) in the case of the JV IP, the right of the Loan Parties to utilize the JV IP under the JV IP License Agreements or the rights of the Agents under the IP Rights Agreement, or (3) in the case of the Bonobos IP, the right of the Loan Parties to utilize the Bonobos IP under the Bonobos IP License Agreements or the rights of the Agents under the Bonobos IP Rights Agreement, (B) with respect to any JV IP, such licensing or sublicensing shall be permitted by the JV IP License Agreements (as in effect on the Effective Date or as subsequently amended in accordance with Section 5.02(k)(ii)), and (C) with respect to any Bonobos IP, such licensing or sublicensing shall be permitted by the Bonobos IP License Agreements (as in effect on the Effective Date or as subsequently amended in accordance with Section 5.02(k)(ii)); (viii) Any liquidation or dissolution of a Restricted Subsidiary (other than the Borrower) so long as its immediate parent or a Loan Party (other than Parent or either Holdings Entity) becomes the owner of its assets; (ix) Transfers of Inventory and other capital assets pursuant to franchise arrangements in the ordinary course of business and on terms substantially consistent with past practice; (x) Transfers of assets (other than assets of the type included in the ABL Borrowing Base or the Term Loan Borrowing Base), not otherwise permitted hereunder as long as (A) no Event of Default then exists or would arise therefrom, and (B) such sale or transfer is made for fair market value and at least 75% of the consideration received by Holdings and its Restricted Subsidiaries for such sale or transfer is (i) cash, (ii) Cash Equivalents, (iii) the assumption by the transferee of Debt or other liabilities contingent or otherwise of the Borrower or any of its Restricted Subsidiaries (other than liabilities that are expressly subordinated to the Obligations) from all liability on such Debt or other liability in connection with such Transfer pursuant to a written agreement releasing the Borrower or such Restricted Subsidiary from all such liabilities, or (iv) Designated Non-Cash Consideration received by Holdings and its Restricted Subsidiaries in respect of such Transfer having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (x) that is at that time outstanding, not in excess (at the time of receipt of such Designated Non-Cash Consideration) of $7,500,000; (xi) mergers, amalgamations, consolidations and dissolutions in compliance with Section 5.02(d); (xii) Investments in compliance with Section 5.02(f); (xiii) discounts or forgiveness of accounts receivable in the ordinary course of business or in connection with collection or compromise thereof; (xiv) Permitted Liens; (xv) Transfers of Inventory and other capital assets from a Loan Party to a Foreign Subsidiary not in the ordinary course of business; provided that, with respect to each Transfer made pursuant to this clause (xv), (1) the Payment Conditions shall have been satisfied, and (2) for the avoidance of doubt, any amounts owing by a Foreign Subsidiary to a Loan Party in connection with a Transfer described in this clause (xv) may be evidenced by an intercompany balance or intercompany note and shall be permitted as a Permitted Investment so long as such Investment is otherwise in compliance with Section 5.03(f). Any assets transferred to a Foreign Subsidiary not in compliance with this clause (xv) are expressly transferred subject to the continuing Lien of the Collateral Agent and are not transferred free and clear of such Lien; (xvi) (x) Transfers, licenses and sublicenses, in each case as and to the extent required pursuant to Sections 7(B), 10.A(2) and 10.A(3) of the Prime License Agreement (as in effect on the Effective Date or as subsequently amended in accordance with Section 5.02(k)(ii)), or (y) sublicenses in favor of the Agents described in clause (i) of the third sentence of Section 19(B) of the Prime License Agreement (as in effect on the Effective Date or as subsequently amended in accordance with Section 5.02(k)(ii)); and (xvii) the JV IP Transactions and Bonobos IP Transactions consummated prior to the date hereof. Notwithstanding anything to the contrary set forth herein, (A) no Intellectual Property owned by a Loan Party or Restricted Subsidiary or in which a Loan Party or Restricted Subsidiary has rights under any applicable license agreement (and if any such Debt license agreement is a JV IP License Agreement or Bonobos IP License Agreement, as such JV IP License Agreement or Bonobos IP License Agreement is in effect on the Effective Date or subsequently amended in accordance with Section 5.02(k)(ii)) shall be the subject of any Transfer (including, without limitation, by sale, contribution, pledge, assignment or other transfer of the Equity Interest of any Restricted Subsidiary that owns or holds such Intellectual Property or resulting in such Intellectual Property being owned or controlled by a Subsidiary that is designated as an Unrestricted Subsidiary or other Excluded Subsidiary) (other than as provided in clauses (iii), (vii), (xvi) or (xvii) above), (B) no other asset included in the determination of any Term Loan Borrowing Base or any ABL Borrowing Base (other than Transfers described in Section 5.02(e)(i)) shall be the subject of any Transfer (in each case, whether pursuant to a Transfer, a Permitted Investment, a Permitted Lien or otherwise) to any non-Loan Party as provided in this Section 5.02(e) unless, in the case of this clause (B), (1) before and after giving effect to any such Transfer, the Payment Conditions are satisfied, (2) such Transfer is made for fair market value and the consideration received by Holdings and its Restricted Subsidiaries for such Transfer is cash or Cash Equivalents and is not denominated less than the combined net amount included in Dollarsthe ABL Borrowing Base and the Term Loan Borrowing Base with respect to such asset, (3) in connection with Transfers of assets (in one transaction or a series of related transactions) having an aggregate fair market value in excess of $5,000,000, at least three (3) Business Days prior to the consummation of such Transfer, the calculation Borrower shall have delivered to the Administrative Agent an updated Borrowing Base Certificate excluding the assets subject to such Transfer from the calculations thereunder, and (4) contemporaneously therewith, the Borrower shall have made such payments as are required by Section 2.06(b) ), and (C) to the extent any Loan Party or Restricted Subsidiary elects to terminate the operation of any store locations, such Loan Party or Restricted Subsidiary shall use the Dollar equivalent amount services of such Debt shall be made as Hilco Merchant Resources, LLC (“Hilco”) in connection with any related liquidation of Inventory and other applicable assets, according to terms and conditions mutually agreed upon between the date of the pledge of assets or ownership interests, as the case may be, securing such DebtBorrower and Hilco.

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 ▇▇▇▇▇ ▇▇▇▇▇▇ 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 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) 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 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 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 Investments▇▇▇▇▇ ▇▇▇▇▇▇ 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 assign, exchange, convey or otherwise dispose of any (including, without limitation, pursuant to an allocation of its assetsassets among newly divided limited liability companies pursuant to a “plan of division”) (each a “Transfer”), or permit any of its Restricted Subsidiaries to sellTransfer, lease, transfer, assign or otherwise dispose of any of its assets, except 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 Transfers of Inventory (including unusable, excess, obsolete or slow-moving Inventory), delinquent accounts receivables and other capital assets in the ordinary course of its business (it being agreed that for purposes of this Agreement, Transfers of such assets from a Loan Party to a Foreign Subsidiary shall be deemed not in the ordinary course of business if the consideration for such Transfer is less than the selling Loan Party’s cost of the assets subject to such Transfer or the selling Loan Party does not receive payment for such Transfer within ten (10) days after the consummation thereof, and for the avoidance of doubt, any amounts owing by a Foreign Subsidiary to a Loan Party in connection with such Transfer described in this parenthetical may be evidenced by an intercompany balance or intercompany note and shall be permitted as a prepayment Permitted Investment so long as such Investment is otherwise in compliance with Section 5.03(f) hereof) and Transfers 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 accounts receivables 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 private label credit card programs in the ordinary course of business, and (B) dispositions of cash and Cash Equivalents in the ordinary course of business; (ii) (A) Transfers of assets among Loan Parties (other than to the Parent or either Holdings Entity); (B) Transfers of assets among Restricted Subsidiaries that are not Loan Parties; and (C) Transfers of assets from Subsidiaries that are not Loan Parties to Loan Parties (other than to the Parent or either Holdings Entity); provided that, for purposes of determining the application of each of clauses (A) through (C) above in connection with any Transfer made in connection with reorganizing or restructuring of Subsidiaries, any Transfer or series of related Transfers between Loan Parties and/or Subsidiaries shall be deemed to be a Transfer solely between the initial and the ultimate holder of any such assets transferred without regard to any intermediate holder of such assets; (iii) Transfers of unneeded, used, worn out, obsolete or damaged equipment and trade-ins and exchanges of equipment in the ordinary course of business and the abandonment or other disposition or Transfer of Intellectual Property that is, in the reasonable judgment of Loan Parties, no longer economically practicable or commercially desirable in the conduct of the business of the Loan Parties taken as a whole (which, for the avoidance of doubt, shall not include any Material Intellectual Property); (iv) Transfers in connection with any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation, expropriation or similar proceeding of, any property or asset of a Loan Party; (v) Transfers of assets of the type included in the Borrowing Base or the Term Borrowing Base, not otherwise permitted hereunder, subject to the requirements set forth in the last paragraph of this Section 5.02(e); (vi) Leases and subleases, licenses and sublicenses of real or personal property (other than Intellectual Property, which is addressed in clause (vii) disposition below) in the ordinary course of business; (vii) Licensing or sublicensing of Intellectual Property (x) on a non-exclusive basis in the ordinary course of business or (y) on an exclusive basis (in jurisdictions outside of the investments made by AE Transco InvestmentsUnited States and Canada for the use of such Intellectual Property) so long as such exclusive licensing is limited to geographic areas, LLC particular fields of use, customized products for customers or any successorlimited time periods in the ordinary course of business and, or in the Equity Interests of AE Transco Investments, LLC or any successor thereto, (viii) dispositions of Equity Interests in or assets case of any direct Intellectual Property as to which such Loan Party or indirect subsidiary of the BorrowerRestricted Party is a licensee, and (ix) sales of contracts and accounts receivable permitted 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 Subsidiaryapplicable license agreement; provided that in the event case of this clause (vii), (A) no such licensing or sublicensing shall adversely affect (1) in any material respect the fair value of any Eligible Inventory or the ability of the Agents to dispose of or otherwise realize upon any Eligible Inventory after an Event of Default or, (2) in the case of the JV IP, the right of the Loan Parties to utilize the JV IP under the JV IP License Agreements or the rights of the Agents under the IP Rights Agreement, andor (3) in the case of the Bonobos IP, the right of the Loan Parties to utilize the Bonobos IP under the Bonobos IP License Agreements or the rights of the Agents under the Bonobos IP Rights Agreement, (B) with respect to any JV IP, such licensing or sublicensing shall be permitted by the JV IP License Agreements (as in effect on the FourthFifth Amendment Effective Date or as subsequently amended in accordance with Section 5.02(k)(ii)), and (C) with respect to any Bonobos IP, such licensing or sublicensing shall be permitted by the Bonobos IP License Agreements (as in effect on the Fifth Amendment Effective Date or as subsequently amended in accordance with Section 5.02(k)(ii)); (viii) Any liquidation or dissolution of a Restricted Subsidiary (other than the Borrower) so long as its immediate parent or a Loan Party (other than the Parent or either Holdings Entity) becomes the owner of its assets; (ix) Transfers of Inventory and other capital assets pursuant to franchise arrangements in the ordinary course of business and on terms substantially consistent with past practice; (x) Transfers of assets (other than assets of the type included in the Borrowing Base or the Term Borrowing Base), not otherwise permitted hereunder as long as (A) no Event of Default then exists or would arise therefrom, and (B) such sale or transfer is made for fair market value and at least 75% of the consideration received by Holdings and its Restricted Subsidiaries for such sale or transfer is (i) cash, (ii) Cash Equivalents, (iii) the assumption by the transferee of Debt or other liabilities contingent or otherwise of the Borrower or any of its Restricted Subsidiaries (other than liabilities that are expressly subordinated to the Obligations) from all liability on such Debt or other liability in connection with such Transfer pursuant to a written agreement releasing the Borrower or such Restricted Subsidiary from all such liabilities, or (iv) Designated Non-Cash Consideration received by Holdings and its Restricted Subsidiaries in respect of such Transfer having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (x) that is at that time outstanding, not in excess (at the time of receipt of such Designated Non-Cash Consideration) of $7,500,000; (xi) mergers, amalgamations, consolidations and dissolutions in compliance with Section 5.02(d); (xii) Investments in compliance with Section 5.02(f); (xiii) discounts or forgiveness of accounts receivable in the ordinary course of business or in connection with collection or compromise thereof; (xiv) Permitted Liens; (xv) Transfers of Inventory and other capital assets from a Loan Party to a Foreign Subsidiary not in the ordinary course of business; provided that, with respect to each Transfer made pursuant to this clause (xv), (1) the Payment Conditions shall have been satisfied, and (2) for the avoidance of doubt, any amounts owing by a Foreign Subsidiary to a Loan Party in connection with a Transfer described in this clause (xv) may be evidenced by an intercompany balance or intercompany note and shall be permitted as a Permitted Investment so long as such Investment is otherwise in compliance with Section 5.03(f) hereof. Any assets transferred to a Foreign Subsidiary not in compliance with this clause (xv) are expressly transferred subject to the continuing Lien of the Collateral Agent and are not transferred free and clear of such Lien; (xvi) the JV IP Transactions contemplated under the JV IP Transaction Documents (as in effect on the Fourth Amendment Effective Date) to be consummated on the Fourth Amendment Effective Date, to the extent consummated on the Fourth Amendment Effective Date in accordance with such JV IP Transaction Documents; and (xvii) (x) Transfers, licenses and sublicenses, in each case as and to the extent required pursuant to Sections 7(B), 10.A(2) and 10.A(3) of the Prime License Agreement (as in effect on the FourthFifth Amendment Effective Date or as subsequently amended in accordance with Section 5.02(k)(ii)), or (y) sublicenses in favor of the Agents described in clause (i) of the third sentence of Section 19(B) of the Prime License Agreement (as in effect on the FourthFifth Amendment Effective Date or as subsequently amended in accordance with Section 5.02(k)(ii)). Notwithstanding anything to the contrary set forth herein, (a) no Intellectual Property owned by a Loan Party or Restricted Subsidiary or in which Loan Party or Restricted Subsidiary has rights under any applicable license agreement (and if any such Debt license agreement is a JV IP License Agreement or Bonobos IP License Agreement, as such JV IP License Agreement or Bonobos IP License Agreement is in effect on the FourthFifth Amendment Effective Date or subsequently amended in accordance with Section 5.02(k)(ii)) shall be the subject of any Transfer (including, without limitation, by sale, contribution, pledge, assignment or other transfer of the Equity Interest of any Restricted Subsidiary that owns or holds such Intellectual Property or resulting in such Intellectual Property being owned or controlled by a Subsidiary that is designated as an Unrestricted Subsidiary or other Excluded Subsidiary) (other than as provided in clauses (iii), (vii), (xvi) or (xvii) above), and (b) no other asset included in the determination of any Borrowing Base or Term Borrowing Base (other than Transfers described in Section 5.02(e)(i)) shall be the subject of any Transfer (in each case, whether pursuant to a Transfer, a Permitted Investment, a Permitted Lien or otherwise) to any non-Loan Party as provided in this Section 5.02(e) unless, in the case of this clause (b), (1) before and after giving effect to any such Transfer, the Payment Conditions are satisfied, (2) such Transfer is made for fair market value and the consideration received by Holdings and its Restricted Subsidiaries for such Transfer is cash or Cash Equivalents and is not denominated less than the combined net amount included in Dollarsthe Borrowing Base and the Term Borrowing Base with respect to such asset, (3) in connection with Transfers of assets (in one transaction or a series of related transactions) having an aggregate fair market value in excess of $5,000,000, at least three (3) Business Days prior to the consummation of such Transfer, the calculation of Borrower shall have delivered to the Dollar equivalent amount of Administrative Agent an updated Borrowing Base Certificate and an updated Term Borrowing Base Certificate excluding the assets subject to such Debt Transfer from the calculations thereunder, and (4) contemporaneously therewith, the Borrower shall be have made such payments as of the date of the pledge of assets or ownership interests, as the case may be, securing such Debtare required by Section 2.06(b).

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 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) 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 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.