MONTH IN
WHICH ANY SUCH LEASE, SALE OR OTHER DISPOSITION OCCURS, DO NOT CONSTITUTE A
SUBSTANTIAL PORTION OF THE ASSETS OF GLGT, (III) SALES OF ASSETS WHICH ARE
CONCURRENTLY LEASED BACK, (IV) DISPOSITIONS OF ASSETS WHICH ARE OBSOLETE OR NO
LONGER USED OR USEFUL IN THE BUSINESS OF GLGT, AND (V) AS PERMITTED PURSUANT TO
THE GLGT PARTNERSHIP AGREEMENT AS IN EFFECT ON THE CLOSING DATE.
(D)
THE BORROWER SHALL NOT ENGAGE IN ANY
BUSINESS ACTIVITY EXCEPT (I) THE DIRECT OR INDIRECT OWNERSHIP OF A LIMITED
PARTNER INTEREST IN TC PIPELINES ILP, TC GL ILP AND TUSCARORA ILP, (II) THE
OWNERSHIP OR OPERATION OF ENERGY INFRASTRUCTURE ASSETS AND/OR (III) SUCH
ACTIVITIES AS MAY BE INCIDENTAL OR RELATED THERETO.
NEITHER TC PIPELINES ILP,
TC GL ILP NOR TUSCARORA ILP SHALL, AND THE BORROWER SHALL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO, ENGAGE, DIRECTLY OR INDIRECTLY, IN ANY BUSINESS ACTIVITY NOT
RELATED TO THE OWNERSHIP OR OPERATION OF ENERGY INFRASTRUCTURE ASSETS.
SECTION 7.4.
INVESTMENTS, LOANS, ETC.
THE
BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, PURCHASE,
HOLD OR ACQUIRE (INCLUDING PURSUANT TO ANY MERGER WITH ANY PERSON THAT WAS NOT A
WHOLLY-OWNED SUBSIDIARY PRIOR TO SUCH MERGER), ANY COMMON STOCK, EVIDENCE OF
INDEBTEDNESS OR OTHER SECURITIES (INCLUDING ANY OPTION, WARRANT, OR OTHER RIGHT
TO ACQUIRE ANY OF THE FOREGOING) OF, MAKE OR PERMIT TO EXIST ANY LOANS OR
ADVANCES TO, GUARANTEE ANY OBLIGATIONS OF, OR MAKE OR PERMIT TO EXIST ANY
INVESTMENT OR ANY OTHER INTEREST IN, ANY OTHER PERSON (ALL OF THE FOREGOING
BEING COLLECTIVELY CALLED "INVESTMENTS"), OR PURCHASE OR OTHERWISE ACQUIRE (IN
ONE TRANSACTION OR A SERIES OF TRANSACTIONS) ANY ASSETS OF ANY OTHER PERSON THAT
CONSTITUTE A BUSINESS UNIT, OR CREATE OR FORM ANY SUBSIDIARY, EXCEPT:
(A)
INVESTMENTS (OTHER THAN PERMITTED
INVESTMENTS) EXISTING ON THE DATE HEREOF AND SET FORTH ON SCHEDULE 7.4
(INCLUDING INVESTMENTS IN SUBSIDIARIES);
(B)
PERMITTED INVESTMENTS;
(C)
GUARANTEES CONSTITUTING INDEBTEDNESS
PERMITTED BY SECTION 7.1;
(D)
LOANS OR ADVANCES TO EMPLOYEES, OFFICERS OR
DIRECTORS OF THE BORROWER OR ANY SUBSIDIARY IN THE ORDINARY COURSE OF BUSINESS
FOR TRAVEL, RELOCATION AND RELATED EXPENSES; PROVIDED, HOWEVER, THAT THE
AGGREGATE AMOUNT OF ALL SUCH LOANS AND ADVANCES DOES NOT EXCEED $1,000,000 AT
ANY TIME;
(E)
ACCOUNTS RECEIVABLE OR OTHER INDEBTEDNESS
AND EXTENSIONS OF TRADE CREDIT WHICH AROSE IN THE ORDINARY COURSE OF SUCH
PERSON'S BUSINESS;
(F)
PREPAID EXPENSES OF SUCH PERSON INCURRED
AND PREPAID IN THE ORDINARY COURSE OF BUSINESS;
(G)
ENDORSEMENTS OF INSTRUMENTS FOR DEPOSIT OR
COLLECTION IN THE ORDINARY COURSE OF BUSINESS;
63
(H)
HEDGING TRANSACTIONS PERMITTED BY SECTION
7.9;
(I)
INVESTMENTS PERMITTED BY SECTION 7.3(D);
AND
(J)
INVESTMENTS MADE AS PART OF THE GLGT
ACQUISITION.
SECTION 7.5.
RESTRICTED PAYMENTS.
THE
BORROWERWILL NOT,AND WILL NOT PERMIT ITS SUBSIDIARIES TO,DECLARE OR MAKE, OR
AGREE TO PAY OR MAKE, DIRECTLY OR INDIRECTLY, ANY DIVIDEND ON ANY CLASS OF ITS
CAPITAL STOCK, OR MAKE ANY PAYMENT ON ACCOUNT OF, OR SET APART ASSETS FOR A
SINKING OR OTHER ANALOGOUS FUND FOR, THE PURCHASE, REDEMPTION, RETIREMENT,