Common use of Dividends, Distributions and Redemptions Clause in Contracts

Dividends, Distributions and Redemptions. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders, members or unitholders or make any distribution of its Property to its Equity Interest holders, except: (i) the Borrower may declare and pay dividends or distributions to its Equity Interest holders payable solely in additional Equity Interests (other than Disqualified Capital Stock but including cash in lieu of fractional Equity Interests), (ii) Subsidiaries may declare and pay dividends or distributions ratably with respect to their Equity Interests, (iii) [Intentionally Omitted], (iv) the Borrower may make issuances and/or sales of Equity Interests (other than Disqualified Capital Stock) in the Borrower in exchange for, or purchase or redemption of, Equity Interests in the Borrower and cash payments in lieu of the issuance of fractioned Equity Interests in connection therewith as a split or other distribution of Equity Interests where the distributions are made on a pro rata basis to all of its equity holders, (v) the Borrower may repurchase its Equity Interests in connection with the administration of any long-term incentive plan, including (A) in connection with the cashless exchange of unit options, (B) the repurchase of restricted units from employees, directors and other recipients under such plan at nominal values, and (C) the repurchase of Equity Interests from employees, directors and other recipients to satisfy federal, state or local tax withholding obligations of such employees, directors and other recipients with respect to income deemed earned as the result of options, unit grants or other awards made under such plan, and (vi) the payment of reasonable compensation, fees and expenses (as determined by the Borrower) to, and indemnity provided on behalf of, the General Partner and directors, officers and employees of the General Partner, the Borrower or any Subsidiary.

Dividends, Distributions and Redemptions. The Borrower will not, and will not permit any of its Subsidiaries the Subsidiary Guarantors to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders, members or unitholders or make any distribution of its Property Payment to its Equity Interest holdersholders without the prior approval of the Majority Lenders, exceptexcept that: (ia) the Borrower and each Subsidiary Guarantor may declare and pay dividends or distributions with respect to its their Equity Interest holders Interests payable solely in additional Equity Interests (other than Disqualified Capital Stock but including cash in lieu of fractional Equity Interests), (ii) Subsidiaries may declare and pay dividends or distributions ratably with respect to their Equity Interests, (iii) [Intentionally Omitted], (iv) the Borrower may make issuances and/or sales of Equity Interests such Person (other than Disqualified Capital Stock), (b) in the Borrower in exchange for, or purchase or redemption of, Equity Interests in each Subsidiary may make Restricted Payments to the Borrower and cash payments in lieu to any Subsidiaries of the issuance Borrower that are Subsidiary Guarantors, (c)(i) from and after the Amendment No. 8 Effective Date until March 31, 2015, the Borrower or such Subsidiary Guarantor may make cash Restricted Payments in an aggregate amount not to exceed $10,000,000 in respect of fractioned repurchases of its Equity Interests from employees (and their heirs, estates and assigns) or from Xxxxx Parent in connection therewith as a split or other distribution of order for Xxxxx Parent to repurchase its Equity Interests where from employees (and their heirs, estates and assigns), and (ii) from and after April 1, 2015, the distributions are made on a pro rata basis to all Borrower or such Subsidiary Guarantor may make cash Restricted Payments in respect of repurchases of its equity holdersEquity Interests from employees (and their heirs, estates and assigns) or from Xxxxx Parent in order for Xxxxx Parent to repurchase its Equity Interests from employees (and their heirs, estates and assigns), in any case under this clause (ii), upon the death, termination or disability of such employee in an aggregate amount under this clause (ii) not to exceed an amount equal to (A) $5,000,000 minus (B) the aggregate amount of cash Restricted Payments made in accordance with sub-clause (c)(i), and, in any event, such amount shall be no less than $0, (vd) the Borrower may repurchase its Equity Interests in connection with the administration of any long-term incentive plan, including (A) in connection with the cashless exchange of unit optionsmake Permitted Tax Distributions, (Be) the repurchase of restricted units from employees, directors and other recipients under such plan at nominal valuesBorrower may make Permitted Payments in an aggregate amount not to exceed $5,000,000 in any fiscal year, and (Cf) Borrower may declare and pay cash dividends or distributions to Xxxxx Parent in an aggregate amount not to exceed $5,000,000 in any fiscal year, so long as after giving effect to such payment, (i) Liquidity is greater than or equal to 10% of the Borrowing Base then in effect and (ii) the repurchase of Equity Interests from employeesTotal Leverage Ratio, directors and other recipients after giving pro forma effect to satisfy federalsuch Restricted Payment, state or local tax withholding obligations of such employees, directors and other recipients with respect is not greater than 3.50 to income deemed earned as the result of options, unit grants or other awards made under such plan, and (vi) the payment of reasonable compensation, fees and expenses (as determined by the Borrower) to, and indemnity provided on behalf of, the General Partner and directors, officers and employees of the General Partner, the Borrower or any Subsidiary1.00.

Dividends, Distributions and Redemptions. The Borrower (and following the Parent MLP IPO, the Parent MLP) will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, declare or makepay any dividend, purchase, redeem or agree to pay otherwise acquire for value any of its capital or make, directly partnership interests now or indirectly, any Restricted Paymenthereafter outstanding, return any capital to its stockholders, members or unitholders Partners or make any distribution of its Property assets to its Equity Interest holdersPartners, except: except for any such dividend, distribution or redemption (icollectively, “Distributions”) (a) by any Restricted Subsidiary to the Borrower may declare and pay dividends (or distributions following the Parent MLP IPO, to its Equity Interest holders payable solely in additional Equity Interests the Parent MLP) or to any other Restricted Subsidiary (other than Disqualified Capital Stock but including cash in lieu of fractional Equity Interests), (ii) Subsidiaries may declare and pay dividends or distributions ratably with respect to their Equity Interests, (iii) [Intentionally Omitted], (iv) the Borrower may make issuances and/or sales of Equity Interests (other than Disqualified Capital Stock) in the Borrower in exchange forcase of Designated Borrowing Base Entities, or purchase or redemption of, Equity Interests in the Borrower and cash payments in lieu by such Person to all of the issuance owners of fractioned Equity Interests in connection therewith as a split or other distribution of Equity Interests where the distributions are made its equity interests on a pro rata basis or on a basis which is more favorable to all of its equity holders, (v) the Borrower may repurchase its Equity Interests in connection with (or following the administration of any long-term incentive planParent MLP IPO, including (Athe Parent MLP) in connection with and the cashless exchange of unit options, (B) the repurchase of restricted units from employees, directors and other recipients under such plan at nominal valuesRestricted Subsidiaries), and (Cb) prior to the repurchase Parent MLP IPO, by the Borrower, and following the Parent MLP IPO, by the Parent MLP, other than a redemption of Equity Interests from employeesthe Preferred Stock, directors so long as no Default, Event of Default or Deficiency has occurred and other recipients to satisfy federal, state is continuing or local tax withholding obligations of such employees, directors and other recipients with respect to income deemed earned as the would result of options, unit grants or other awards made under such plantherefrom, and (vic) the payment of reasonable compensation, fees and expenses (as determined by the Borrower) to, and indemnity provided on behalf of, the General Partner and directors, officers and employees Borrower of a redemption of the General PartnerPreferred Stock, so long as (i) no Default, Event of Default or Deficiency has occurred and is continuing or would result therefrom, (ii) after giving effect to such redemption of Preferred Stock on a pro forma basis, the Borrower or any Subsidiaryshall be in compliance with the covenants set forth in Section 9.01 as of the last day of the applicable period covered by the certificate most recently delivered pursuant to Section 8.01(f) (for purposes of Section 9.01, as if such redemption of the Preferred Stock, and all other redemption of Preferred Stock since the first day of such applicable period, had been redeemed on the first day of such applicable period), and (iii) after giving effect to such redemption of Preferred Stock, the Borrower shall have demonstrated that it will have unrestricted cash liquidity (including, for purposes of this computation, the Unused Amount that is then available for borrowing) in an amount not less than 10% of the Aggregate Elected Commitment Amount.

Dividends, Distributions and Redemptions. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders, members or unitholders partners or make any distribution of its Property to its Equity Interest holders, except: provided that so long as no Default has occurred and is continuing or will result therefrom and no Borrowing Base Deficiency then exists and the Borrowing Base Utilization Percentage is 90% or less after giving effect thereto, then (i) the Borrower may declare and pay dividends or cash distributions to its direct and indirect Equity Interest holders to permit such holders to pay federal and state taxes due with respect to the income of the Borrower and Parent Guarantor, (ii) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock but including cash in lieu of fractional Equity InterestsStock), (iiiii) Subsidiaries may declare and pay dividends or distributions ratably with respect to their Equity Interests, (iii) [Intentionally Omitted], (iv) the Borrower may make issuances and/or sales Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Equity Interests (other than Disqualified Capital Stock) in the Borrower in exchange for, or purchase or redemption of, Equity Interests in the Borrower and cash payments in lieu of the issuance of fractioned Equity Interests in connection therewith as a split or other distribution of Equity Interests where the distributions are made on a pro rata basis to all of its equity holdersSubsidiaries, (v) the Borrower may repurchase its Equity Interests in connection with make the administration of any long-term incentive planPerformance Payments Rights Distribution, including (A) in connection with the cashless exchange of unit options, (B) the repurchase of restricted units from employees, directors and other recipients under such plan at nominal values, and (C) the repurchase of Equity Interests from employees, directors and other recipients to satisfy federal, state or local tax withholding obligations of such employees, directors and other recipients with respect to income deemed earned as the result of options, unit grants or other awards made under such plan, and (vi) the payment Borrower may make the Cote de Mer Distribution, (vii) the Borrower may make Lx Xxxxxx Distribution, (viii) once every six months on or about the last day of reasonable compensation, fees and expenses (as determined by the Borrower) to, and indemnity provided on behalf of, the General Partner and directors, officers and employees of the General Partnereach six-month period, the Borrower or may make Restricted Payments pursuant to and accordance with the Series A Preferred Stock Agreement and Series B Preferred Stock Agreement that do not exceed amounts required under such Series A Preferred Stock Agreement and Series B Preferred Stock Agreement, as applicable, and (ix) the Borrower may make Restricted Payments to Parent Guarantor in an amount not to exceed $8,000,000 in any Subsidiaryfiscal year (the "Total Costs Cap") for the purposes of (A) paying General and Administrative Costs and (B) Transaction Costs; provided, however, that in the event the Transaction Costs cause the Total Costs to exceed the Total Costs Cap, such Total Costs Cap shall be increased by the lesser of (1) the amount by which the Transaction Costs cause the Total Costs to exceed $8,000,000 and (2) $1,000,000."

Dividends, Distributions and Redemptions. The Except for stock dividends, Borrowers shall not declare or pay any dividend or other distribution (whether in cash or in kind) on any class of their stock (if a Borrower will notis a corporation) or on account of any equity interest in Borrowers (if a Borrower is a partnership, limited liability company or other type of entity) or redeem or repurchase shares of their respective stock, except that any Borrower may pay any dividend to its Parent provided such Parent is another of the Borrowers, and will not permit any of except that Coast Delaware may pay cash dividends or repurchase or redeem its Subsidiaries tooutstanding capital stock in each case, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders, members or unitholders or make any distribution of its Property to its Equity Interest holders, except: so long as (i) the Borrower may declare no Event of Default has occurred and pay dividends or distributions to its Equity Interest holders payable solely in additional Equity Interests (other than Disqualified Capital Stock but including cash in lieu of fractional Equity Interests)is continuing, (ii) Subsidiaries may declare and pay dividends no Event of Default would occur as a result of such dividend payment or distributions ratably with respect to their Equity Interestsstock redemption or repurchase, (iii) [Intentionally Omitted]such dividend payment, stock redemption or repurchase is permitted under all applicable laws, (iv) the Borrower may make issuances and/or sales immediately after giving effect to such dividend payment or stock redemption or repurchase, Borrowers have Excess Availability of Equity Interests (other not less than Disqualified Capital Stock) in the Borrower in exchange for, or purchase or redemption of, Equity Interests in the Borrower $3,000,000 and cash payments in lieu of the issuance of fractioned Equity Interests in connection therewith as a split or other distribution of Equity Interests where the distributions are made on a pro rata basis to all of its equity holders, (v) the Borrower may aggregate amount of dividends paid in any Fiscal Year plus the aggregate amount of payments to redeem or repurchase its Equity Interests stock of Borrowers in connection with that same Fiscal Year shall not exceed the administration lesser of any long-term incentive plan, including (x) the sum of (A) in connection with 50% of Borrowers’ Net Income for the cashless exchange of unit optionsprior Fiscal Year, plus (B) the repurchase amount of restricted units from employees, directors and other recipients under such plan at nominal valuesany “Permitted Carryforward” (as defined below), and (Cy) Seven Million Five Hundred Thousand and No/100 Dollars ($7,500,000) (the “Redemption/Dividend Limit”); provided further, that in the event Borrowers do not expend the entire Redemption/Dividend Limit in any Fiscal Year, Borrowers may carry forward to succeeding Fiscal Years one hundred percent (100%) of the unused portion of the Redemption/Dividend Limit (the “Permitted Carryforward”); provided further, for the Fiscal Year 2005, the aggregate amount of dividends paid plus the aggregate amount of payments to redeem or repurchase stock of the Borrowers in such Fiscal Year shall not exceed the lesser of (a) the repurchase sum of Equity Interests from employees(A) 50% of Borrowers’ Net Income for the Fiscal Year 2004, directors plus (B) Two Million and other recipients to satisfy federal, state or local tax withholding obligations of such employees, directors and other recipients with respect to income deemed earned as the result of options, unit grants or other awards made under such plan, No/100 Dollars ($2,000,000.00) and (vib) the payment of reasonable compensation, fees Seven Million Five Hundred Thousand and expenses No/100 Dollars (as determined by the Borrower) to, and indemnity provided on behalf of, the General Partner and directors, officers and employees of the General Partner, the Borrower or any Subsidiary$7,500,000.00).

Dividends, Distributions and Redemptions. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders, members or unitholders or make any distribution of its Property to its Equity Interest holders, except: (i) the Borrower may declare and pay dividends or distributions to its Equity Interest holders payable solely in 733476286 14464587 additional Equity Interests (other than Disqualified Capital Stock but including cash in lieu of fractional Equity InterestsInterests to the extent of Available Cash), (ii) Subsidiaries may declare and pay dividends or distributions ratably with respect to their Equity Interests, (iii) [Intentionally so long as (A) no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing or would result therefrom (after giving effect to such dividend or distributions and any redetermination of the Borrowing Base as a result of such dividend) and (B) the Borrower would have unused borrowing capacity that can be accessed under this Agreement in an amount not less than 10% of the amount of the Loan Limit in effect at such time, the Borrower may declare and pay, or incur a liability to make, quarterly cash distributions in an amount equal to Available Cash (provided that subclause (B) shall not apply to any quarterly cash distributions made by the Borrower for the fiscal quarter ending March 31, 2018 (to be paid on or before May 31, 2018))[Intentionally Omitted], (iv) the Borrower may make issuances and/or sales of Equity Interests (other than Disqualified Capital Stock) in the Borrower in exchange for, or purchase or redemption of, Equity Interests in the Borrower and cash payments in lieu of the issuance of fractioned Equity Interests in connection therewith as a split or other distribution of Equity Interests where the distributions are made on a pro rata basis to all of its equity holders, (v) the Borrower may repurchase its Equity Interests in connection with the administration of any long-term incentive plan, including (A) in connection with the cashless exchange of unit options, (B) the repurchase of restricted units from employees, directors and other recipients under such plan at nominal values, and (C) the repurchase of Equity Interests from employees, directors and other recipients to satisfy federal, state or local tax withholding obligations of such employees, directors and other recipients with respect to income deemed earned as the result of options, unit grants or other awards made under such plan, and (vi) the payment of reasonable compensation, fees and expenses (as determined by the Borrower) to, and indemnity provided on behalf of, the General Partner and directors, officers and employees of the General Partner, the Borrower or any Subsidiary, and (vii) so long as no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing or would result therefrom and, after giving effect to any Borrowings under this Agreement, the Borrower would have unused borrowing capacity that can be accessed under this Agreement in an amount not less than 15% of the amount of the Borrowing Base in effect at such time, the Borrower may make Restricted Payments in an aggregate amount not exceeding $10,000,000 prior to the Maturity Date to repurchase or redeem its common Equity Interests.

Dividends, Distributions and Redemptions. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders, members or unitholders partners or make any distribution of its Property to its Equity Interest holders, except: provided that so long as no Default has occurred and is continuing or will result therefrom, no Borrowing Base Deficiency then exists or results therefrom and the Borrowing Base Utilization Percentage is 90% or less after giving effect thereto, then (i) the Borrower may declare and pay dividends or cash distributions to its direct and indirect Equity Interest holders to permit such holders to pay federal and state taxes due with respect to the income of the Borrower and Parent Guarantor, (ii) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock but including cash in lieu of fractional Equity InterestsStock), (iiiii) Subsidiaries may declare and pay dividends or distributions ratably with respect to their Equity Interests, (iii) [Intentionally Omitted], (iv) the Borrower may make issuances and/or sales Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Equity Interests (other than Disqualified Capital Stock) in the Borrower in exchange for, or purchase or redemption of, Equity Interests in the Borrower and cash payments in lieu of the issuance of fractioned Equity Interests in connection therewith as a split or other distribution of Equity Interests where the distributions are made on a pro rata basis to all of its equity holdersSubsidiaries, (v) once a month, the Borrower may repurchase make Restricted Payments, directly or indirectly, to Yuma Energy to permit Yuma Energy to pay dividends in respect of (x) its Equity Interests in connection Series A Preferred Stock pursuant to and accordance with the administration Certificate of any long-term incentive plan, including (A) in connection with Determination or other agreement governing the cashless exchange of unit options, (B) the repurchase of restricted units from employees, directors and other recipients Series A Preferred Stock that do not exceed amounts required under such plan at nominal values, Certificate of Determination and (Cy) the repurchase any Additional Series Preferred Stock pursuant to and accordance with any applicable certificate of Equity Interests from employees, directors and other recipients to satisfy federal, state or local tax withholding obligations of such employees, directors and other recipients with respect to income deemed earned as the result of options, unit grants determination or other awards made agreement governing such Additional Series Preferred Stock that do not exceed amounts required under such plancertificate of determination, and (vi) the payment Borrower may make Restricted Payments to Yuma Energy or Parent Guarantor in an amount not to exceed (x) $9,000,000 in the fiscal year ending December 31, 2014 or (y) $8,000,000 in any other fiscal year (the “Total Costs Cap”) for the purposes of reasonable compensation(A) paying General and Administrative Costs and (B) Transaction Costs; provided, fees and expenses (as determined however, that in the event the Transaction Costs cause the Total Costs to exceed the Total Costs Cap, such Total Costs Cap shall be increased by the Borrowerlesser of (1) tothe amount by which the Transaction Costs cause the Total Costs to exceed $9,000,000 in the fiscal year ending December 31, 2014 or $8,000,000 in any other fiscal year and indemnity provided on behalf of, the General Partner and directors, officers and employees of the General Partner, the Borrower or any Subsidiary(2) $1,000,000.”

Dividends, Distributions and Redemptions. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders, members or unitholders stockholders or make any distribution of its Property to its Equity Interest holders, except: except (ia) the Borrower may declare and pay dividends or distributions with respect to its Equity Interest holders Interests payable solely in additional Equity Interests shares of its common stock (other than Disqualified Capital Stock but including cash in lieu of fractional Equity InterestsStock), (iib) so long as no Event of Default shall have occurred which is continuing, the Borrower may declare and pay annual cash dividends not to exceed $0.25 per common share on an annual basis, (c) Subsidiaries may declare and pay dividends or distributions ratably with respect to their Equity Interests, (iii) [Intentionally Omitted], (ivd) the Borrower may make issuances and/or sales Restricted Payments pursuant to and in accordance with restricted stock plans, stock option plans or other benefit plans for management or employees of Equity Interests (other than Disqualified Capital Stock) in the Borrower in exchange for, or purchase or redemption of, Equity Interests in the Borrower and cash payments in lieu of the issuance of fractioned Equity Interests in connection therewith as a split or other distribution of Equity Interests where the distributions are made on a pro rata basis to all of its equity holders, Subsidiaries and (ve) the Borrower may repurchase its Equity Interests make interest payments and principal payments on any and all issued and sold Senior Convertible Notes and deliver cash, stock, or any combination thereof upon payment, settlement upon conversion (whether a general or a net share settlement), or redemption of any and all issued and sold Senior Convertible Notes so long as (i) all such cash payments, settlements upon conversions, and redemptions are in connection accordance with the administration terms of any long-term incentive plan, including (A) in connection with the cashless exchange of unit optionsSenior Convertible Notes indenture, (Bii) the repurchase of restricted units from employeesno Default shall exist or be occasioned by such payments, directors and other recipients under such plan at nominal valuessettlements upon conversions, or redemptions, and (Ciii) the repurchase of Equity Interests from employees, directors and other recipients to satisfy federal, state or local tax withholding obligations of such employees, directors and other recipients with respect to income deemed earned as any such cash redemptions of such Senior Convertible Notes on the result put date occurring on April 1, 2012, after giving effect to such cash redemptions (x) the availability under this Agreement shall be no less than the lesser of options, unit grants (1) 10% of the Borrowing Base or other awards made under such plan, (2) $75,000,000 and (viy) the payment of reasonable compensationboth before and after giving effect to such cash redemptions, fees and expenses (as determined by the Borrower) to, and indemnity provided ’s ratio of Total Debt to EBITDA for the four fiscal quarters ending on behalf of, the General Partner and directors, officers and employees last day of the General Partner, fiscal quarter immediately preceding the Borrower or any Subsidiarydate Houston 3921802v.12 of determination for which financial statements are available is not greater than 3.25 to 1.0. The calculation of Total Debt to EBITDA under Section 9.04(e) shall be made in accordance with the provisions of Section 9.01(a).

Dividends, Distributions and Redemptions. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders, members or unitholders or make any distribution of its Property to its Equity Interest holders, except: (i) the Borrower may declare and pay dividends or distributions to its Equity Interest holders payable solely in additional Equity Interests (other than Disqualified Capital Stock but including cash in lieu of fractional Equity InterestsInterests to the extent of Available Cash), (ii) Subsidiaries may declare and pay dividends or distributions ratably with respect to their Equity Interests, (iii) [Intentionally Omitted]so long as no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing or would result therefrom, after giving effect to such dividend or distributions, and any redetermination of the Borrowing Base as a result of such dividend, the Borrower would have at least 10% of unused borrowing capacity that can be accessed under this Agreement in an amount not less than 10% of the amount of the RBL Component in effect at such time, and subject to Section 7.23, the Borrower may declare and pay, or incur a liability to make, quarterly cash distributions in an amount equal to Available Cash, (iv) the Borrower may make issuances and/or sales of Equity Interests (other than Disqualified Capital Stock) in the Borrower in exchange for, or purchase or redemption of, Equity Interests in the Borrower and cash payments in lieu of the issuance of fractioned Equity Interests in connection therewith as a split or other distribution of Equity Interests where the distributions are made on a pro rata basis to all of its equity holders, (v) the Borrower may repurchase its Equity Interests in connection with the administration of any long-term incentive plan, including (A) in connection with the cashless exchange of unit options, (B) the repurchase of restricted units from employees, directors and other recipients under such plan at nominal values, and (C) the repurchase of Equity Interests from employees, directors and other recipients to satisfy federal, state or local tax withholding obligations of such employees, directors and other recipients with respect to income deemed earned as the result of options, unit grants or other awards made under such plan, and (vi) the payment of reasonable compensation, fees and expenses (as determined by the Borrower) to, and indemnity provided on behalf of, the General Partner and directors, officers and employees of the General Partner, the Borrower or any Subsidiary.. Third Amended and Restated Credit Agreement – Page 91 715347206 14464587 716874472 14464587

Dividends, Distributions and Redemptions. The Borrower Borrowers will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders, members or unitholders stockholders or make any distribution of its Property to its Equity Interest holders, except: except (ia) the Borrower Restricted Subsidiaries may declare and pay dividends or distributions with respect to its their Equity Interest holders Interests payable solely in additional Equity Interests (other than Disqualified Capital Stock but including cash in lieu of fractional Equity InterestsStock), (iib) Subsidiaries may declare and pay dividends each Co-Borrower or distributions ratably with respect to their Equity Interests, (iii) [Intentionally Omitted], (iv) the Subsidiary of a Co-Borrower may make issuances and/or sales Restricted Payments to any other Co-Borrower and to any Subsidiary of such Co-Borrower that are Guarantors, (c) payments (including the netting of Equity Interests (other than Disqualified Capital Stock) in the Borrower in exchange for, or purchase or redemption of, Equity Interests in the Borrower and cash payments in lieu of the issuance of fractioned Equity Interests in connection therewith as a split or other distribution of Equity Interests where the distributions are made on a pro rata basis to all of its equity holders, (v) the Borrower may repurchase its Equity Interests in connection with the administration of any long-term incentive plan, including (AInterests) in connection with the cashless exchange satisfaction of unit optionsemployees’ (at any of the Borrowers, (BRestricted Subsidiaries or Operator) the repurchase of restricted units from employees, directors and other recipients under such plan at nominal values, and (C) the repurchase of Equity Interests from employees, directors and other recipients to satisfy federal, state or local tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any requisite amounts to appropriate Governmental Authorities) arising out of the sale of employees’ vested stock in Xxxxxxx, which payments are made, directly or indirectly, from the proceeds of the sale of such employeesvested stock and (d) Permitted Preferred Stock Distributions; provided, directors and other recipients with respect to income deemed earned as the result of options, unit grants or other awards Restricted Payments made under such planthis Section 9.04, other than (x) pursuant to clause (c) above and (viy) the payment Permitted Preferred Stock Distributions comprised solely of reasonable compensationcommon stock of Xxxxxxx, fees and expenses (may be made only so long as determined by the Borrower) to, and indemnity provided on behalf of, the General Partner and directors, officers and employees no Default or Event of the General Partner, the Borrower Default exists or any Subsidiarywill exist after giving effect to such Restricted Payment.

Dividends, Distributions and Redemptions. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders, members or unitholders partners or make any distribution of its Property to its Equity Interest holders, except: provided that so long as no Default has occurred and is continuing or will result therefrom, no Borrowing Base Deficiency then exists or results therefrom and the Borrowing Base Utilization Percentage is 90% or less after giving effect thereto, then (i) the Borrower may declare and pay dividends or cash distributions to its direct and indirect Equity Interest holders to permit such holders to pay federal and state taxes due with respect to the income of the Borrower and Parent Guarantor, (ii) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock but including cash in lieu of fractional Equity InterestsStock), (iiiii) Subsidiaries may declare and pay dividends or distributions ratably with respect to their Equity Interests, (iii) [Intentionally Omitted], (iv) the Borrower may make issuances and/or sales Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Equity Interests (other than Disqualified Capital Stock) in the Borrower in exchange for, or purchase or redemption of, Equity Interests in the Borrower and cash payments in lieu of the issuance of fractioned Equity Interests in connection therewith as a split or other distribution of Equity Interests where the distributions are made on a pro rata basis to all of its equity holdersSubsidiaries, (v) once a month, the Borrower may repurchase its Equity Interests make Restricted Payments, directly or indirectly, to Yuma Energy, Inc., to permit Yuma Energy, Inc. to pay dividends in connection with the administration of any long-term incentive plan, including (A) in connection Series A Preferred Stock pursuant to and accordance with the cashless exchange Certificate of unit optionsDetermination or other agreement governing the Series A Preferred Stock, (B) the repurchase of restricted units from employees, directors and other recipients that do not exceed amounts required under such plan at nominal values, and (C) the repurchase Certificate of Equity Interests from employees, directors and other recipients to satisfy federal, state or local tax withholding obligations of such employees, directors and other recipients with respect to income deemed earned as the result of options, unit grants or other awards made under such planDetermination, and (vi) the payment Borrower may make Restricted Payments to Parent Guarantor in an amount not to exceed $8,000,000 in any fiscal year (the “Total Costs Cap”) for the purposes of reasonable compensation(A) paying General and Administrative Costs and (B) Transaction Costs; provided, fees and expenses (as determined however, that in the event the Transaction Costs cause the Total Costs to exceed the Total Costs Cap, such Total Costs Cap shall be increased by the Borrowerlesser of (1) to, the amount by which the Transaction Costs cause the Total Costs to exceed $8,000,000 and indemnity provided on behalf of, the General Partner and directors, officers and employees of the General Partner, the Borrower or any Subsidiary(2) $1,000,000.”

Dividends, Distributions and Redemptions. (a) The Borrower Parent will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders, members or unitholders or make any distribution of its Property to its Equity Interest holders, except: except (i) the Borrower Parent may declare and pay dividends or distributions make Restricted Payments with respect to its Equity Interest holders payable solely in Interests with or by issuing additional Equity Interests (other than Disqualified Capital Stock but including cash in lieu shares of fractional Equity Interests), (ii) Subsidiaries may declare and pay dividends or distributions ratably with respect to their Equity Interests, (iii) [Intentionally Omitted], (iv) the Borrower may make issuances and/or sales of its Equity Interests (other than Disqualified Capital Stock), (ii) the Borrower may make Restricted Payments to the Parent and each other Restricted Subsidiary may make Restricted Payments to the Borrower, the Parent or any other Restricted Subsidiary (which, in the Borrower in exchange forcase of Restricted Subsidiaries that are not Wholly-Owned Subsidiaries, or purchase or redemption ofshall be made to the Parent, Equity Interests in to the Borrower or to any Restricted Subsidiary that is the direct or indirect parent of such Restricted Subsidiary and cash payments in lieu of the issuance of fractioned Equity Interests in connection therewith as a split or to each other distribution owner of Equity Interests where of such Restricted Subsidiary ratably, based on the distributions are made relative ownership interests in such Restricted Subsidiary), (iii) the Parent may pay cash dividends on preferred Equity Interests, provided, however, to the extent the cash proceeds of such Equity Issuance were used to make an Investment under Section 9.05(l), such dividends may be paid only to the extent of cash actually received by the Parent as dividends, interest or a pro rata basis return of capital in respect of such Investment, (iv) the Parent may make Restricted Payments pursuant to all of and in accordance with stock option plans or other benefit plans for its equity holdersRestricted Subsidiaries respective management or employees, (v) the Borrower Parent may repurchase its make aggregate cash payments on or prior to the applicable maturity date to the holders of preferred Equity Interests in connection with the administration of any long-term incentive plan, including (A) in connection with the cashless exchange of unit options, (B) the repurchase of restricted units from employees, directors and other recipients under to induce such plan at nominal values, and (C) the repurchase of holders to convert such preferred Equity Interests from employeesinto common Equity Interests of the Parent, directors provided that before and other recipients after giving effect to satisfy federaleach such payment, state no Default or local tax withholding obligations Event of Default existed or would result and the Borrower will have (after giving effect to such employees, directors and other recipients with respect to income deemed earned as payment) unused availability under this Agreement of not less than 15% of the result of options, unit grants or other awards made under such planthen current Borrowing Base, and (vi) the payment Parent may make customary payments in cash in an aggregate amount not to exceed $10,000,000 in lieu of reasonable compensation, fees and expenses (as determined by fractional shares in connection with the Borrower) to, and indemnity provided on behalf of, the General Partner and directors, officers and employees of the General Partner, the Borrower conversion to or any Subsidiaryexchange for Equity Interests.

Dividends, Distributions and Redemptions. The Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders, members or unitholders Equity Interest holders or make any loan or distribution of its Property to its Equity Interest holders, except: except (ia) Borrower and the Borrower Restricted Subsidiaries may declare and pay dividends or distributions with respect to its their Equity Interest holders Interests payable solely in additional Equity Interests (other than Disqualified Capital Stock but including and provided that cash payments may be made in lieu of the issuance of fractional Equity Interestsshares), (iib) Subsidiaries may declare and pay dividends or distributions ratably with respect to their Equity Interests, (iii) [Intentionally Omitted], (iv) the each Restricted Subsidiary of Borrower may make Restricted Payments to Borrower and to any Restricted Subsidiary of Borrower that is a Guarantor, (c) payments (including the netting of Equity Interests) in connection with the satisfaction of employees’ (at any of Borrower, Restricted Subsidiaries or SOG) tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any requisite amounts to appropriate Governmental Authorities) arising out of the sale of employees’ vested stock in Borrower, which payments are made, directly or indirectly, from the proceeds of the sale of such vested stock, (d) Permitted Preferred Stock Distributions, and (e) issuances and/or sales of Equity Interests (other than Disqualified Capital Stock) in the Borrower in exchange for, or purchase or redemption of, Equity Interests in the Borrower and cash payments in lieu of the issuance of fractioned Equity Interests fractional shares in connection therewith as a split or therewith; provided, Restricted Payments made under this Section 9.04, other distribution than (x) pursuant to clauses (c) and (e) above and (y) Permitted Preferred Stock Distributions comprised of Equity Interests where common stock of Borrower and cash payments in lieu of the distributions are made on a pro rata basis to all issuance of its equity holders, (v) the Borrower may repurchase its Equity Interests fractional shares in connection with the administration therewith, may be made only so long as no Default or Event of any long-term incentive plan, including (A) in connection with the cashless exchange of unit options, (B) the repurchase of restricted units from employees, directors and other recipients under Default exists or will exist after giving effect to such plan at nominal values, and (C) the repurchase of Equity Interests from employees, directors and other recipients to satisfy federal, state or local tax withholding obligations of such employees, directors and other recipients with respect to income deemed earned as the result of options, unit grants or other awards made under such plan, and (vi) the payment of reasonable compensation, fees and expenses (as determined by the Borrower) to, and indemnity provided on behalf of, the General Partner and directors, officers and employees of the General Partner, the Borrower or any SubsidiaryRestricted Payment.”.

Dividends, Distributions and Redemptions. The Borrower will not, and will not permit any of its Subsidiaries the Subsidiary Guarantors to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders, members or unitholders or make any distribution of its Property Payment to its Equity Interest holdersholders without the prior approval of the Majority Lenders, exceptexcept that: (ia) the Borrower may declare and pay dividends or distributions with respect to its Equity Interest holders Interests payable solely in additional Equity Interests (other than Disqualified Capital Stock but including cash in lieu of fractional Equity Interests), (ii) Subsidiaries may declare and pay dividends or distributions ratably with respect to their Equity Interests, (iii) [Intentionally Omitted], (iv) the Borrower may make issuances and/or sales of Equity Interests (other than Disqualified Capital Stock), (b) in the Borrower in exchange for, or purchase or redemption of, Equity Interests in each Subsidiary may make Restricted Payments to the Borrower and cash payments in lieu to any Subsidiaries of the issuance Borrower that are Subsidiary Guarantors, (c)(i) from and after the Amendment No. 8 Effective Date until March 31, 2015, the Borrower or such Subsidiary Guarantor may make cash Restricted Payments in an aggregate amount not to exceed $10,000,000 in respect of fractioned repurchases of its Equity Interests from employees (and their heirs, estates and assigns) or from Xxxxx Parent in connection therewith as a split or other distribution of order for Xxxxx Parent to repurchase its Equity Interests where from employees (and their heirs, estates and assigns), and (ii) from and after April 1, 2015, the distributions are made on a pro rata basis to all Borrower or such Subsidiary Guarantor may make cash Restricted Payments in respect of repurchases of its equity holdersEquity Interests from employees (and their heirs, estates and assigns) or from Xxxxx Parent in order for Xxxxx Parent to repurchase its Equity Interests from employees (and their heirs, estates and assigns), in any case under this clause (ii), upon the death, termination or disability of such employee in an aggregate amount under this clause (ii) not to exceed an amount equal to (A) $5,000,000 minus (B) the aggregate amount of cash Restricted Payments made in accordance with sub-clause (c)(i), and, in any event, such amount shall be no less than $0, (vd) the Borrower may repurchase its Equity Interests in connection with the administration of any long-term incentive plan, including (A) in connection with the cashless exchange of unit optionsmake Permitted Tax Distributions, (Be) the repurchase of restricted units from employees, directors and other recipients under such plan at nominal valuesBorrower may make Permitted Payments in an aggregate amount not to exceed $5,000,000 in any fiscal year, and (Cf) Borrower may declare and pay cash dividends or distributions to Xxxxx Parent in an aggregate amount not to exceed $5,000,000 in any fiscal year, so long as after giving effect to such payment, (i) Liquidity is greater than or equal to 10% of the Aggregate Maximum Credit Amounts then in effect and (ii) the repurchase of Equity Interests from employeesTotal Leverage Ratio, directors and other recipients after giving pro forma effect to satisfy federalsuch Restricted Payment, state or local tax withholding obligations of such employees, directors and other recipients with respect is not greater than 3.50 to income deemed earned as the result of options, unit grants or other awards made under such plan, and (vi) the payment of reasonable compensation, fees and expenses (as determined by the Borrower) to, and indemnity provided on behalf of, the General Partner and directors, officers and employees of the General Partner, the Borrower or any Subsidiary1.00.

Dividends, Distributions and Redemptions. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders, members or unitholders or make any distribution of its Property to its Equity Interest holders, except: (i) the Borrower may declare and pay dividends or distributions to its Equity Interest holders payable solely in additional Equity Interests (other than Disqualified Capital Stock but including cash in lieu of fractional Equity InterestsInterests to the extent of Available Cash), (ii) Subsidiaries may declare and pay dividends or distributions ratably with respect to their Equity Interests, (iii) [Intentionally Omitted]so long as no Borrowing Base Deficiency, Default or Event of Default has occurred and is continuing or would result therefrom, after giving effect to such dividend or distributions, and any redetermination of the Borrowing Base as a result of such dividend, the Borrower would have at least 10% of unused borrowing capacity that can be accessed under this Agreement, and subject to Section 7.23, the Borrower may declare and pay, or incur a liability to make, quarterly cash distributions in an amount equal to Available Cash, (iv) the Borrower may make issuances and/or sales of Equity Interests (other than Disqualified Capital Stock) in the Borrower in exchange for, or purchase or redemption of, Equity Interests in the Borrower and cash payments in lieu of the issuance of fractioned Equity Interests in connection therewith as a split or other distribution of Equity Interests where the distributions are made on a pro rata basis to all of its equity holders, (v) the Borrower may repurchase its Equity Interests in connection with the administration of any long-term incentive plan, including (A) in connection with the cashless exchange of unit options, (B) the repurchase of restricted units from employees, directors and other recipients under such plan at nominal values, and (C) the repurchase of Equity Interests from employees, directors and other recipients to satisfy federal, state or local tax withholding obligations of such employees, directors and other recipients with respect to income deemed earned as the result of options, unit grants or other awards made under such plan, and (vi) the payment of reasonable compensation, fees and expenses (as determined by the Borrower) to, and indemnity provided on behalf of, the General Partner and directors, officers and employees of the General Partner, the Borrower or any Subsidiary.. 715347206 14464587