Common use of Investments; Indebtedness Clause in Contracts

Investments; Indebtedness. UDS 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 (x) loans or investments by UDS or a wholly owned Subsidiary of UDS to or in UDS or any wholly owned Subsidiary of UDS, (y) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to UDS and its Subsidiaries taken as a whole (provided that none of such transactions referred to in this clause (y) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Law) or (ii) except in the ordinary course consistent with past practice under UDS's existing authorized commercial paper program, 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 UDS or any of its Subsidiaries, guarantee any debt securities 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 (collectively, "UDS Indebtedness").

Investments; Indebtedness. UDS Tosco shall not, and shall not permit any of its Subsidiaries to, to (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) loans or investments by UDS Tosco or a wholly owned Subsidiary of UDS Tosco to or in UDS Tosco or any wholly owned Subsidiary of UDSTosco, (y) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to UDS Tosco and its Subsidiaries taken as a whole (provided that none of such transactions referred to in this clause (y) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Law) or (ii) except in the ordinary course consistent with past practice under UDS's existing authorized commercial paper programpractice, 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 UDS Tosco or any of its Subsidiaries, guarantee any debt securities 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 (collectively, "UDS Tosco Indebtedness").

Investments; Indebtedness. UDS Virata shall not, and shall not permit ------------------------- any of its Subsidiaries to, to (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (xA) loans or investments by UDS Virata or a wholly owned Subsidiary of UDS Virata to or in UDS Virata or any wholly owned Subsidiary of UDSVirata, (yB) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to UDS Virata and its Subsidiaries taken together as a whole (provided that none of such transactions referred to in this clause (yB) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Law) or (ii) except in the ordinary course consistent with past practice under UDS's existing authorized commercial paper programpractice, 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 UDS Virata or any of its Subsidiaries, guarantee any debt securities of another personPerson, 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 (collectively, "UDS Indebtedness")foregoing.

Investments; Indebtedness. UDS Globespan shall not, and shall not ------------------------- permit any of its Subsidiaries to, to (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (xA) loans or investments by UDS Globespan or a wholly owned Subsidiary of UDS Globespan to or in UDS Globespan or any wholly owned Subsidiary of UDSGlobespan, (yB) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to UDS Globespan and its Subsidiaries taken as a whole (provided that none of such -------- transactions referred to in this clause (yB) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Law) or (ii) except in the ordinary course consistent with past practice under UDS's existing authorized commercial paper programpractice, 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 UDS Globespan or any of its Subsidiaries, guarantee any debt securities of another personPerson, 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 (collectively, "UDS Indebtedness")foregoing.

Investments; Indebtedness. UDS The Company shall not, and shall not permit any of its Subsidiaries to, to (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (xA) loans or investments by UDS the Company or a wholly owned Subsidiary of UDS the Company to or in UDS the Company or any wholly owned Subsidiary of UDSthe Company, or (yB) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to UDS and the Company or its Subsidiaries taken Subsidiaries, as a whole applicable (provided that none of such transactions referred to in this clause (yB) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Law) or (ii) except in the ordinary course consistent with past practice under UDS's existing authorized commercial paper programpractice, 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 UDS the Company or any of its Subsidiaries, guarantee any debt securities of another personPerson, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (other than any wholly wholly-owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing (collectively, "UDS Indebtedness")foregoing.

Investments; Indebtedness. UDS Conoco shall not, and shall not ------------------------- permit any of its Subsidiaries to, to (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (xA) loans or investments by UDS Conoco or a wholly owned Subsidiary of UDS Conoco to or in UDS Conoco or any wholly owned Subsidiary of UDSConoco, (yB) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to UDS and its Subsidiaries taken as a whole (provided that none -------- of such transactions referred to in this clause (yB) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger 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 consistent with past practice under UDS's existing authorized commercial paper programcourse, 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 UDS Conoco or any of its Subsidiaries, guarantee any debt securities of another personPerson, 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 (collectivelyforegoing, "UDS Indebtedness")other than refinancings of pre-existing indebtedness.

Investments; Indebtedness. UDS The Company shall not, and shall not permit any of its Subsidiaries to, to (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (xA) loans or investments by UDS the Company or a wholly owned Subsidiary of UDS the Company to or in UDS the Company or any wholly owned Subsidiary of UDSthe Company, (yB) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to UDS the Company and its Subsidiaries taken together as a whole (provided that none of such transactions referred to in this clause (yB) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Law) or (ii) except in the ordinary course consistent with past practice under UDS(after consultation with Parent's existing authorized commercial paper programChief Financial Officer), 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 UDS the Company or any of its Subsidiaries, guarantee any debt securities of another personPerson, 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 (collectively, "UDS Indebtedness")foregoing.

Investments; Indebtedness. UDS The Company shall not, and shall not permit any of its Subsidiaries to, to (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (xA) loans or investments by UDS the Company or a wholly owned Subsidiary of UDS the Company to or in UDS the Company or any wholly owned Subsidiary of UDSthe Company, (yB) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to UDS and the Company or its Subsidiaries taken Subsidiaries, as a whole applicable (provided that none of such transactions referred to in this clause (yB) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Law) or (ii) except as set forth in Section 5.1(g)(ii) of the Company Disclosure Schedule or in the ordinary course consistent with past practice under UDS's existing authorized commercial paper programpractice, 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 UDS the Company or any of its Subsidiaries, guarantee any debt securities of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (other than any wholly wholly-owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing (collectively, "UDS Indebtedness")other than the refinancing of debt outstanding on the date hereof on commercially reasonable terms and provided that the Company shall give the Buyer prior notice of its intent to refinance any such debt and the proposed terms thereof.

Investments; Indebtedness. UDS Other than as contemplated by the Burlington Capital Budgets, Burlington shall not, and shall not permit any of its Subsidiaries toto (i) enter into any material joint venture, partnership or other similar arrangement, (iii) make any loans, advances or capital contributions to, or investments in, any other Person, other than (xA) loans or investments by UDS Burlington or a wholly owned Subsidiary of UDS Burlington to or in UDS Burlington or any wholly owned Subsidiary of UDSBurlington, (yB) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to UDS and its Subsidiaries taken as a whole (provided that none of such transactions referred to in this clause (yB) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Law) and (C) any capital contributions to or other obligations in respect of any joint ventures of 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 consistent with past practice under UDS's existing authorized commercial paper programcourse, 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 UDS Burlington or any of its Subsidiaries, guarantee any debt securities of another personPerson, 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 (collectivelyforegoing, "UDS Indebtedness")other than refinancings of pre-existing indebtedness.

Investments; Indebtedness. UDS shall not, and The Company 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 (x) loans or investments by UDS or a wholly owned Subsidiary of UDS to or in UDS or any wholly owned Subsidiary of UDS, (y) in the ordinary course Ordinary Course of business consistent with past practice Business which are not, individually or in the aggregate, material to UDS and its Subsidiaries taken as a whole the Company (provided that none of such transactions referred to in this clause (y) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Law) or (ii) except as set forth in Section 5.1(g)(ii) of the Company Disclosure Schedule or in the ordinary course consistent with past practice under UDS's existing authorized commercial paper programOrdinary Course of Business, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities (except in connection with the incurrence of indebtedness permitted under this paragraph) or warrants or other rights to acquire any debt securities of UDS or any of its Subsidiaries, guarantee any debt securities of another personthe Company, 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 (collectively, "UDS Indebtedness")other than the refinancing of debt outstanding on the date hereof on commercially reasonable terms and provided that the Company shall give the Buyer prior notice of its intent to refinance any such debt and the proposed terms thereof.

Investments; Indebtedness. UDS Globespan shall not, and shall ------------------------- not permit any of its Subsidiaries to, to (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (xA) loans or investments by UDS Globespan or a wholly owned Subsidiary of UDS Globespan to or in UDS Globespan or any wholly owned Subsidiary of UDSGlobespan, (yB) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to UDS Globespan and its Subsidiaries taken as a whole (provided that none of such -------- transactions referred to in this clause (yB) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Law) or (ii) except in the ordinary course consistent with past practice under UDS's existing authorized commercial paper programpractice, 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 UDS Globespan or any of its Subsidiaries, guarantee any debt securities of another personPerson, 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 (collectively, "UDS Indebtedness")foregoing.