DEFEASANCE OR OTHER ACQUISITION OF, ANY SHARES OF CAPITAL STOCK OR INDEBTEDNESS
SUBORDINATED TO THE OBLIGATIONS OF THE BORROWER OR ANY GUARANTEE THEREOF OR ANY
OPTIONS, WARRANTS, OR OTHER RIGHTS TO PURCHASE SUCH CAPITAL STOCK OR SUCH
INDEBTEDNESS, WHETHER NOW OR HEREAFTER OUTSTANDING (EACH, A "RESTRICTED
PAYMENT"), EXCEPT FOR (I) DIVIDENDS PAYABLE BY SUBSIDIARIES OF THE BORROWER
SOLELY IN SHARES OF ANY CLASS OF ITS CAPITAL STOCK, (II) RESTRICTED PAYMENTS
MADE BY ANY SUBSIDIARY TO THE BORROWER OR TO ANOTHER SUBSIDIARY, ON AT LEAST A
PRO RATA BASIS WITH ANY OTHER HOLDERS OF ITS CAPITAL STOCK IF SUCH SUBSIDIARY IS
NOT WHOLLY OWNED BY THE BORROWER AND OTHER WHOLLY OWNED SUBSIDIARIES, (III) SO
LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, DISTRIBUTIONS ON THE
LIMITED PARTNERSHIP UNITS AND GENERAL PARTNERS' INTERESTS IN ACCORDANCE WITH THE
BORROWER PARTNERSHIP AGREEMENT, (IV) PERMITTED TAX DISTRIBUTIONS, (V) PAYMENTS
MADE WITH RESPECT TO THE TRANSCANADA SUBORDINATED DEBT TO THE EXTENT ALLOWED
UNDER THE SUBORDINATION AGREEMENT AND (VI) PAYMENTS MADE WITH RESPECT TO
PERMITTED SUBORDINATED DEBT TO THE EXTENT ALLOWED BY THE TERMS OF THE AGREEMENTS
ENTERED INTO CONNECTION THEREWITH, WHICH AGREEMENTS SHALL HAVE BEEN APPROVED BY
THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS.
SECTION 7.6.
TRANSACTIONS WITH AFFILIATES.
EXCEPT AS SET FORTH IN SCHEDULE 7.6, THE BORROWER WILL NOT, AND WILL NOT PERMIT
ANY OF ITS SUBSIDIARIES TO, SELL, LEASE OR OTHERWISE TRANSFER ANY PROPERTY OR
ASSETS TO, OR PURCHASE, LEASE OR OTHERWISE ACQUIRE ANY PROPERTY OR ASSETS FROM,
OR OTHERWISE ENGAGE IN ANY OTHER TRANSACTIONS WITH, ANY OF ITS AFFILIATES,
EXCEPT (A) AT PRICES AND ON TERMS AND CONDITIONS NOT LESS FAVORABLE TO THE
BORROWER OR SUCH SUBSIDIARY THAN COULD BE OBTAINED ON AN ARM'S-LENGTH BASIS FROM
UNRELATED THIRD PARTIES, (B) ANY RESTRICTED PAYMENT PERMITTED BY SECTION 7.5 AND
(C) ANY INVESTMENT PERMITTED BY SECTION 7.4.
SECTION 7.7.
RESTRICTIVE AGREEMENTS.
THE
BORROWER WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, DIRECTLY OR
INDIRECTLY, ENTER INTO, INCUR OR PERMIT TO EXIST ANY AGREEMENT THAT PROHIBITS,
RESTRICTS OR IMPOSES ANY CONDITION UPON (A) THE ABILITY OF THE BORROWER OR ANY
SUBSIDIARY TO CREATE, INCUR OR PERMIT ANY LIEN UPON ANY OF ITS ASSETS OR
PROPERTIES, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, TO SECURE ANY OBLIGATIONS
OWING UNDER THE LOAN DOCUMENTS, EXCEPT BY INDENTURES OR OTHER AGREEMENTS
GOVERNING INDEBTEDNESS OF THE BORROWER REQUIRING THAT SUCH INDEBTEDNESS BE
SECURED BY AN EQUAL AND RATABLE LIEN WITH ANY LIEN THAT MAY BE GRANTED TO SECURE
ANY OBLIGATIONS OWING UNDER THE LOAN DOCUMENTS, OR (B) THE ABILITY OF ANY
SUBSIDIARY TO PAY DIVIDENDS OR OTHER DISTRIBUTIONS WITH RESPECT TO ITS CAPITAL
STOCK, TO MAKE OR REPAY LOANS OR ADVANCES TO THE BORROWER OR ANY OTHER
SUBSIDIARY, TO GUARANTEE INDEBTEDNESS OF THE BORROWER OR ANY OTHER SUBSIDIARY OR
TO TRANSFER ANY OF ITS PROPERTY OR ASSETS TO THE BORROWER OR ANY SUBSIDIARY OF
THE BORROWER; PROVIDED, THAT THE FOREGOING SHALL NOT APPLY TO (I) RESTRICTIONS
OR CONDITIONS IMPOSED BY LAW OR BY THIS AGREEMENT OR ANY OTHER