Common use of Investments; Indebtedness Clause in Contracts

Investments; Indebtedness. Phillips shall not, and shall not ------------------------- permit any of its Subsidiaries to (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (A) loans or investments by Phillips or a Subsidiary of Phillips to or in Phillips or any Subsxxxxxx xf Phillips, (B) in txx xxxxxary course xx xxxxness (provided that -------- none of such transactions referred to in this clause (B) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Mergers under Regulatory Law) and (C) any capital contributions to or other obligations in respect of any joint ventures of Conoco or any of its Subsidiaries pursuant to an agreement in existence on or prior to the date of this Agreement, or (ii) except in the ordinary course, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Phillips or any of its Subsidiaries, guarantee any debt securities xx xxxxher Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing, other than refinancings of pre-existing indebtedness.

Investments; Indebtedness. Phillips Other than as contemplated by the Burlington Capital Budgets, Burlington shall not, and shall not ------------------------- permit any of its Subsidiaries to (i) enter into any material joint venture, partnership or other similar arrangement, (ii) make any loans, advances or capital contributions to, or investments in, any other Person, other than (A) loans or investments by Phillips Burlington or a Subsidiary of Phillips Burlington to or in Phillips Burlington or any Subsxxxxxx xf PhillipsSubsidiary of Burlington, (B) in txx xxxxxary the ordinary course xx xxxxness of business (provided that -------- none of such transactions referred to in this clause (B) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Mergers Merger under Regulatory Law) and (C) any capital contributions to or other obligations in respect of any joint ventures of Conoco Burlington or any of its Subsidiaries pursuant to an agreement in existence on or prior to the date of this Agreement, or (iiiii) except in the ordinary course, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Phillips Burlington or any of its Subsidiaries, guarantee any debt securities xx xxxxher of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing, other than refinancings of pre-existing indebtedness.

Investments; Indebtedness. Phillips Virata shall not, and shall ------------------------- not ------------------------- permit any of its Subsidiaries to (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (A) loans or investments by Phillips Virata or a Subsidiary of Phillips Virata to or in Phillips Virata or any Subsxxxxxx xf PhillipsSubsidiary of Virata, (B) in txx xxxxxary the ordinary course xx xxxxness of business consistent with past practice which are not, individually or in the aggregate, material to Virata and its Subsidiaries taken together as a whole (provided that -------- none of -------- such transactions referred to in this clause (B) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Mergers Merger under Regulatory Law) and (C) any capital contributions to or other obligations in respect of any joint ventures of Conoco or any of its Subsidiaries pursuant to an agreement in existence on or prior to the date of this Agreement, or (ii) except in the ordinary coursecourse consistent with past practice, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Phillips Virata or any of its Subsidiaries, guarantee any debt securities xx xxxxher of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing, other than refinancings of pre-existing indebtedness.

Investments; Indebtedness. Phillips The VLI Entities shall not, and shall not ------------------------- permit any of its their Subsidiaries to to, (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (Ax) loans or investments by Phillips any of the VLI Entities or a Subsidiary any of Phillips their wholly owned Subsidiaries to any of their wholly owned Subsidiaries or parent wholly owning such entity, (y) in the ordinary course of business consistent with past practice which are not individually or in Phillips or any Subsxxxxxx xf Phillipsthe aggregate, material to the VLI Entities and their respective Subsidiaries taken as a whole (B) in txx xxxxxary course xx xxxxness (provided PROVIDED that -------- none of such transactions referred to in this clause (By) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Mergers KPP Merger under Regulatory Law) and (C) any capital contributions to or other obligations in respect of any joint ventures of Conoco or any of its Subsidiaries pursuant to an agreement in existence on or prior to the date of this Agreement, or (ii) except for additional borrowing under existing loan agreements or otherwise in connection with financing the ordinary coursetransactions contemplated by this Agreement, incur any indebtedness for borrowed money or guarantee or assume any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Phillips any of the VLI Entities or any of its their respective Subsidiaries, guarantee any debt securities xx xxxxher Personof another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing, other than refinancings of pre-existing indebtedness.

Investments; Indebtedness. Phillips Other than as contemplated by the Burlington Capital Budgets, Burlington shall not, and shall not ------------------------- permit any of its Subsidiaries to (i) enter into any material joint venture, partnership or other similar arrangement, (ii) make any loans, advances or capital contributions to, or investments in, any other Person, other than (A) loans or investments by Phillips Burlington or a Subsidiary of Phillips Burlington to or in Phillips Burlington or any Subsxxxxxx xf PhillipsSubsidiary of Burlington, (B) in txx xxxxxary the ordinary course xx xxxxness of business (provided PROVIDED that -------- none of such transactions referred to in this clause (B) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Mergers Merger under Regulatory Law) and (C) any capital contributions to or other obligations in respect of any joint ventures of Conoco Burlington or any of its Subsidiaries pursuant to an agreement in existence on or prior to the date of this Agreement, or (iiiii) except in the ordinary course, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Phillips Burlington or any of its Subsidiaries, guarantee any debt securities xx xxxxher of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing, other than refinancings of pre-existing indebtedness.

Investments; Indebtedness. Phillips Conoco shall not, and shall not ------------------------- permit any of its Subsidiaries to (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (A) loans or investments by Phillips Conoco or a Subsidiary of Phillips Conoco to or in Phillips Conoco or any Subsxxxxxx xf PhillipsSubsidiary of Conoco, (B) in txx xxxxxary the ordinary course xx xxxxness of business (provided that none -------- none of such transactions referred to in this clause (B) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Mergers under Regulatory Law) and (C) any capital contributions to or other obligations in respect of any joint ventures of Conoco or any of its Subsidiaries pursuant to an agreement in existence on or prior to the date of this Agreement, or (ii) except in the ordinary course, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Phillips Conoco or any of its Subsidiaries, guarantee any debt securities xx xxxxher of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing, other than refinancings of pre-existing indebtedness.