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 Borrower to another such Subsidiary or to the Borrower, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the 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 Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the Amendment Effective Date until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower and its Subsidiaries, (vii) dispositions of the Borrower’s Illinois assets, (viii) sales, leases, transfers and assignments of other assets in the ordinary course of business, and (ix) sales of contracts and accounts receivable by the 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.

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 Borrower Guarantor to another such Subsidiary or to the BorrowerGuarantor, (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 Borrower Guarantor or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transactiontransaction entered into by any Subsidiary of the Guarantor, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 2025% of the consolidated tangible assets (valued at book value) of the Borrower Guarantor and its Subsidiaries in the aggregate from the Amendment Effective Closing Date until the Termination 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 Borrower Guarantor and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower and its Subsidiaries, (vii) dispositions of the Borrower’s Illinois assets, (viii) 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 Borrower Utilities, Alliant Energy Corporate Services, Inc., and its Subsidiaries; provided that in each case under clauses (i) through (ix) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto; provided, further, that the Guarantor or any of its Subsidiaries may, pursuant to Section 5.2(a)(ix), pledge its ownership interests in, and the assets of, any Foreign Subsidiary to secure not more than $300,000,000 aggregate principal amount of Debt incurred by any Foreign Subsidiary; provided that in the event any such Debt is not denominated in Dollars, the calculation of the Dollar equivalent amount of such Debt shall be made as of the date of the pledge of assets or ownership interests, as the case may be, securing such Debt.

Sales, Etc. of Assets. Sell, lease, transfer, assign or otherwise dispose of any of its assets, or permit any of its Subsidiaries to sell, lease, transfer, assign or otherwise dispose of any of its assets, except (i) sales, leases, transfers and assignments from one Subsidiary of the Borrower to another such Subsidiary or to the Borrower, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the 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 Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transactiontransaction entered into by any Subsidiary of the Borrower, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the Amendment Effective Date until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower IPL and its Subsidiaries, (vii) dispositions of the Borrower’s Illinois assets, (viii) sales, leases, transfers and assignments of other assets in the ordinary course of business, and (viii) disposition of the investment made by WPL Transco LLC in American Transmission Company LLC or the Equity Interests of WPL Transco LLC or any successor thereto, (ix) sales of contracts and accounts receivable by the Borrower Utilities, Alliant Energy Integrated Services, Inc., and its SubsidiariesSubsidiaries (x) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of AER; and (xi) disposition of the Illinois assets of the Utilities; provided that in each case 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 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 Borrower to another such Subsidiary or to the Borrower, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the 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 Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the Amendment Effective Date until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower and its Subsidiaries, (vii) dispositions of the Borrower’s Illinois assets, (viii) sales, leases, transfers and assignments of other assets in the ordinary course of business, and (ixvii) sales of contracts and accounts receivable by the 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 Borrower may, pursuant to Section 5.2(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 Subsidiary 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 Borrower to another such Subsidiary or to the BorrowerSubsidiary, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the Aggregate Commitment Commitments and prepayment of Advances pursuant to Section 2.6 2.5 and Section 2.122.11, or (B) applied solely to pay or prepay Debt (together with a permanent reduction of any commitments relating to such Debt) incurred by the Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transactiontransaction entered into by any Subsidiary of the Borrower, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the Amendment Effective Date date hereof until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower IPL and its SubsidiariesSubsidiaries to any Person authorized by the Federal Energy Regulatory Commission or its successor, (vii) dispositions of the Borrower’s Illinois assetsXxxxx Xxxxxx nuclear facility, (viii) salessales or transfers of Equity Interests of Nuclear Management Company, leasesLLC, transfers and assignments of other assets in the ordinary course of business, and (ix) sales of contracts and accounts receivable by the Borrower Utilities, Alliant Energy Integrated Services, Inc., and its SubsidiariesSubsidiaries (x) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of AER; and (xi) disposition of the Illinois assets of the Utilities; provided that in each case 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 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 such Borrower to another such Subsidiary or to the such 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 such Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transactiontransaction entered into by any Subsidiary of such Borrower, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 2025% of the consolidated tangible assets (valued at book value) of the such Borrower and its Subsidiaries in the aggregate from the Amendment Effective Closing Date until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the such Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower and its Subsidiaries, (vii) dispositions of the Borrower’s Illinois assets, (viii) 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 AEF, and (ix) sales of contracts and accounts receivable by the Borrower 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 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 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 Borrower Guarantor to another such Subsidiary or to the BorrowerGuarantor, (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 Borrower Guarantor or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transactiontransaction entered into by any Subsidiary of the Guarantor, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 20% of the consolidated assets (valued at book value) of the Borrower Guarantor and its Subsidiaries in the aggregate from the Amendment Effective Closing Date until the Termination 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 Borrower Guarantor and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower and its Subsidiaries, (vii) dispositions of the Borrower’s Illinois assets, (viii) sales, leases, transfers and assignments of other assets in the ordinary course of business, and (ixvii) disposition of the investment made by WPL Transco LLC in American Transmission Company LLC or the Equity Interests of WPL Transco LLC or any successor thereto, (viii) sales of contracts and accounts receivable by the Borrower 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 Borrower to another such Subsidiary or to the Borrower, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the 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 Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transactiontransaction entered into by any Subsidiary of the Borrower, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the Amendment Effective Date until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower and its Subsidiaries, (vii) dispositions of the Borrower’s Illinois assets, (viii) sales, leases, transfers and assignments of other assets in the ordinary course of business, and (ixvii) disposition of the investment made by WPL Transco LLC in American Transmission Company LLC or the Equity Interests of WPL Transco LLC or any successor thereto, (viii) sales of contracts and accounts receivable by the Borrower 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 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 Borrower to another such Subsidiary or to the Borrower, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the Aggregate Commitment and Commitments and/or 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 Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transactiontransaction entered into by any Subsidiary of the Borrower, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the Amendment Effective Date until the Termination 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 Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower and its Subsidiaries[reserved], (vii) dispositions of the Borrower’s Illinois assets, (viii) sales, leases, transfers and assignments of other assets in the ordinary course of business, and (viii) disposition of the investment made by WPL Transco LLC in American Transmission Company LLC or the Equity Interests of WPL Transco LLC or any successor thereto, (ix) sales of contracts and accounts receivable by the Borrower Utilities, Alliant Energy Integrated Services, Inc., and its SubsidiariesSubsidiaries (x) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of AER; and (xi) disposition of the Illinois assets of the Utilities; provided that in each case under clauses (i) through (ixxi) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto. Sales, leases, transfers, assignments and dispositions of the types described in clauses (iii), (iv), (vii), (ix), (x) and (xi) above are “Specified Dispositions”.

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 such Borrower to another such Subsidiary or to the such 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 such Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transactiontransaction entered into by any Subsidiary of such Borrower, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 2025% of the consolidated tangible assets (valued at book value) of the such Borrower and its Subsidiaries in the aggregate from the First Amendment Effective Date until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the such Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower and its Subsidiaries, (vii) dispositions of the Borrower’s Illinois assets, (viii) sales, leases, transfers and assignments of other assets in the ordinary course of business, and (ixvii) 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) sales of contracts and accounts receivable by the Borrower 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 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 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 Borrower to another such Subsidiary or to the Borrower, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the 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 Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the Amendment Effective Date until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower and its Subsidiaries, (vii) dispositions of the Borrower’s Illinois assets, (viiivii) sales, leases, transfers and assignments of other assets in the ordinary course of business, (viii) disposition of the equity investment made by WPL Transco LLC in American Transmission Company LLC or the Equity Interests of WPL Transco LLC or any successor thereto, and (ix) sales of contracts and accounts receivable by the 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.

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 Borrower to another such Subsidiary or to the Borrower, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the Aggregate Commitment Commitments and prepayment of Advances pursuant to Section 2.6 2.5 and Section 2.122.11, or (B) applied solely to pay or prepay Debt (together with a permanent reduction of any commitments relating to such Debt) incurred by the Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the Amendment Effective Date date hereof until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower and its SubsidiariesSubsidiaries to any Person authorized by the Federal Energy Regulatory Commission or its successor, (vii) dispositions of the Xxxxx Xxxxxx nuclear facility and the Borrower’s Illinois assets, and (viii) sales, leases, transfers and assignments of other assets in the ordinary course of business, and (ix) sales of contracts and accounts receivable by the 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.

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 Borrower to another such Subsidiary or to the Borrower, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the 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 Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the Amendment Effective Date until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower and its Subsidiaries, (vii) dispositions of the Borrower’s Illinois assets, (viii) sales, leases, transfers and assignments of other assets in the ordinary course of business, (vii) disposition of the investment made by WPL Transco LLC in American Transmission Company LLC or the Equity Interests of WPL Transco LLC or any successor thereto, and (ixviii) sales of contracts and accounts receivable by the 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 Borrower may, pursuant to Section 5.2(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 Subsidiary 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 Borrower to another such Subsidiary or to the Borrower, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) if such transaction is consummated prior the Commitment Termination Date, applied solely as a permanent reduction of the Aggregate Commitment and prepayment of Advances pursuant to Section 2.6 and 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 Borrower or any such Subsidiary (x) in connection with the project comprising such assetsassets or (y) under the Third Amended and Restated Five Year Credit Agreement, dated as of December 14, 2011, among the Borrower, the banks named therein and Xxxxx Fargo, as administrative agent, (iii) in connection with a sale and leaseback transactiontransaction entered into by any Subsidiary of the Borrower, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the Amendment Effective Closing Date until the Termination 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 Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower and its Subsidiaries, (vii) dispositions of the Borrower’s Illinois assets, (viii) sales, leases, transfers and assignments of other assets in the ordinary course of business, and (ixvii) disposition of the investment made by WPL Transco LLC in American Transmission Company LLC or the Equity Interests of WPL Transco LLC or any successor thereto, (viii) sales of contracts and accounts receivable by the Borrower 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 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.