Common use of Loans and Advances to Others; Investments; Restricted Payments; Subsidiaries Clause in Contracts

Loans and Advances to Others; Investments; Restricted Payments; Subsidiaries. 7.8.1. The Borrower will not make or suffer to exist any loan, advance or extension of credit to any Person except (a) Permitted Indebtedness, (b) Permitted Investments, (c) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and which are payable in accordance with customary trade terms and (d) advances to employees of the Borrower and its Subsidiaries for payment of reasonable expenses in the ordinary course of business. 7.8.2. No Guarantor will make or suffer to exist any loan, advance or extension of credit to any Person except (a) Permitted Indebtedness, (b) Permitted Investments, (c) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and which are payable in accordance with customary trade terms and (d) advances to employees of the Borrower and its Subsidiaries for payment of reasonable expenses in the ordinary course of business. 7.8.3. The Borrower will not make any capital contribution to, or make any Investment in, or purchase or make a commitment to purchase any interest in, any Person except as permitted by Section 7.8.1. 7.8.4. No Guarantor will make any capital contribution to or make any Investment in, or to purchase or make a commitment to purchase any interest in, any Person except as permitted by Section 7.8.2. 7.8.5. (i) The Borrower will not, directly or indirectly, make any Restricted Payment without the prior written consent of the Required Lenders except as specifically permitted in the definition of such defined term; provided, that the Borrower may make the following Restricted Payments: (a) the declaration and payment of dividends or distributions by the Borrower solely in Capital Stock (other than Disqualified Stock) of the Borrower, and (b) the Borrower may (i) so long as no Default or Event of Default is occurring, make payments to directors, officers, members of management, employees or consultants of the Borrower or any Subsidiary (or their transferees, estates or beneficiaries under their estates) upon their death, disability, retirement, severance or termination of employment or service for the acquisition by the Borrower from such Persons of Capital Stock in the Borrower or any Subsidiary; provided that the aggregate cash consideration paid for all such payments shall not exceed $250,000 in any calendar year, and (ii) make cashless repurchases of securities that are deemed to occur upon the exercise or vesting of options, rights or shares of stock held by directors, officers, members of management, employees or consultants of the Borrower or any Subsidiary to the extent such securities represent a portion of the exercise price of or withholding taxes attributable to such options, rights or shares.

Loans and Advances to Others; Investments; Restricted Payments; Subsidiaries. 7.8.1. 7.8.1 The Borrower will not make or suffer to exist any loan, advance or extension of credit to any Person except (a) Permitted Indebtedness, (b) Permitted Investments, (c) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and which are payable in accordance with customary trade terms and (d) advances to employees of the Borrower and its Subsidiaries for payment of reasonable expenses in the ordinary course of business. 7.8.2. 7.8.2 No Guarantor will make or suffer to exist any loan, advance or extension of credit to any Person except (a) Permitted Indebtedness, (b) Permitted Investments, (c) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and which are payable in accordance with customary trade terms and (d) advances to employees of the Borrower and its Subsidiaries for payment of reasonable expenses in the ordinary course of business. 7.8.3. 7.8.3 The Borrower will not make any capital contribution to, or make any Investment in, or purchase or make a commitment to purchase any interest in, any Person except as permitted by Section 7.8.1. 7.8.4. 7.8.4 No Guarantor will make any capital contribution to or make any Investment in, or to purchase or make a commitment to purchase any interest in, any Person except as permitted by Section 7.8.2. 7.8.5. 7.8.5 (i) The Borrower will not, directly or indirectly, make any Restricted Payment without the prior written consent of the Required Lenders except as specifically permitted in the definition of such defined term; provided, that the Borrower may make the following Restricted Payments: (a) the declaration and payment of dividends or distributions by the Borrower solely in Capital Stock (other than Disqualified Stock) of the Borrower, and (b) the Borrower may (i) so long as no Default or Event of Default is occurring, make payments to directors, officers, members of management, employees or consultants of the Borrower or any Subsidiary (or their transferees, estates or beneficiaries under their estates) upon their death, disability, retirement, severance or termination of employment or service for the acquisition by the Borrower from such Persons of Capital Stock in the Borrower or any Subsidiary; provided that the aggregate cash consideration paid for all such payments shall not exceed $250,000 in any calendar year, and (ii) make cashless repurchases of securities that are deemed to occur upon the exercise or vesting of options, rights or shares of stock held by directors, officers, members of management, employees or consultants of the Borrower or any Subsidiary to the extent such securities represent a portion of the exercise price of or withholding taxes attributable to such options, rights or shares.

Loans and Advances to Others; Investments; Restricted Payments; Subsidiaries. 7.8.1. The Borrower No Loan Party will not make or suffer to exist any loan, advance or extension of credit to any Person except (a) Permitted Indebtedness, (b) Permitted Investments, (c) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and which are payable in accordance with customary trade terms and terms, (db) advances to employees of the Borrower and its Subsidiaries Loan Party for payment of reasonable expenses in the ordinary course of business. 7.8.2. No Guarantor will make or suffer to exist any loan, advance or extension of credit to any Person except (a) Permitted Indebtedness, (b) Permitted Investments, (c) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and which are payable in accordance with customary trade terms and (dc) advances to employees of the Borrower and its Subsidiaries for payment of reasonable expenses in the ordinary course of businessas permitted by Section 7.8.3. 7.8.37.8.2. The Borrower No Loan Party will not make any capital contribution to, or make any Investment in, or purchase or make a commitment to purchase any interest in, any Person except (a) as permitted by Section 7.8.1. 7.8.4. No Guarantor will make any capital contribution to or make any Investment in, or to purchase or make a commitment to purchase any interest in, any Person except (b) as permitted by Section 7.8.27.8.3, and (c) Permitted Investments. 7.8.57.8.3. (i) The Borrower will notNo Loan Party will, directly or indirectly, make any Restricted Payment without the prior written consent of the Required Lenders Lender except (a) as specifically permitted in the definition of such defined term; provided, (b) that the Borrower any Guarantor may make the following Restricted Payments: (a) the declaration distributions, dividends and payment of dividends or distributions by the Borrower solely in Capital Stock (other than Disqualified Stock) of payments to the Borrower, and (bc) the Borrower may if (i) so long as no Default or Event of Default has occurred and is occurring, make payments to directors, officers, members of management, employees or consultants of the Borrower or continuing (including any Subsidiary (or their transferees, estates or beneficiaries under their estates) upon their death, disability, retirement, severance or termination of employment or service for the acquisition by the Borrower from such Persons of Capital Stock in the Borrower or any Subsidiary; provided that the aggregate cash consideration paid for all such payments shall not exceed $250,000 in any calendar yearBorrowing Base Deficiency), and (ii) make cashless repurchases of securities the Borrower has furnished prior written notice thereof to the Lender with reasonable detail, then the Borrower may re-convey Oil and Gas Properties that are deemed to occur upon not Collateral and were not included in the exercise or vesting of options, rights or shares of stock held by directors, officers, members of management, employees or consultants most recent determination of the Borrower or any Subsidiary Borrowing Base to the extent Development Partnership which had previously transferred such securities represent Oil and Gas Properties (whether in their then-existing or previously undeveloped state) and/or cash to the Borrower for purposes of facilitating and funding the Borrower's development thereof, and (d) if (i) no Default has occurred and is continuing (including any Borrowing Base Deficiency) or would result from a portion proposed distribution, loan, capital contribution or other Investment, then the Loan Parties may make cash dividends and distributions to the holders of their respective Equity Interests and loans and capital contributions to and Investments in their Subsidiaries. 7.8.4. Other than Borrower, no other Loan Party will form or acquire any Subsidiaries, either directly or indirectly through other Subsidiaries, without the prior written consent of the exercise price Lender, which consent may not be unreasonably withheld and, if given, may be conditioned on such Subsidiary's execution of an unlimited guaranty of the Obligations and security instruments covering all of the Property of such Subsidiary, as well as pledge or withholding taxes attributable security agreements executed by the appropriate Persons and pledging to the Lender all Equity Interests issued by such optionsSubsidiary, rights or sharesall in form and substance satisfactory to the Lender.

Loans and Advances to Others; Investments; Restricted Payments; Subsidiaries. 7.8.1. The Neither the Borrower nor any Major Subsidiary will not make or suffer to exist any loan, advance or extension of credit to any Person except (a) Permitted Indebtedness, (b) Permitted Investments, (ci) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and which are payable in accordance with customary trade terms terms, (ii) Permitted Investments and (diii) advances to employees of the Borrower and its Subsidiaries or such Major Subsidiary for payment of reasonable expenses in the ordinary course of business. 7.8.2. No Guarantor will make or suffer to exist any loan, advance or extension of credit to any Person except (a) Permitted Indebtedness, (b) Permitted Investments, (c) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and which are payable in accordance with customary trade terms and (d) advances to employees of Neither the Borrower and its Subsidiaries for payment of reasonable expenses in the ordinary course of business. 7.8.3. The Borrower will not make nor any capital contribution to, or make any Investment in, or purchase or make a commitment to purchase any interest in, any Person except as permitted by Section 7.8.1. 7.8.4. No Guarantor Major Subsidiary will make any capital contribution to or make to acquire any Investment in, or to purchase or make a commitment agree to purchase any interest in, any Person except as permitted by Section 7.8.2. 7.8.5. Person; provided, that the foregoing restriction will not prohibit (i) any transaction permitted by clauses (i) and (ii) of Section 7.8.1, (ii) the purchase or acquisition of Oil and Gas Properties, or (iii) Investments received by the Borrower or any Major Subsidiary in connection with workouts with, or bankruptcy, insolvency or other similar proceedings with respect to, customers, working interest owners, other industry partners or any other Person. 7.8.3. The Borrower will not, directly or indirectly, make any Restricted Payment without the prior written consent of the Required Lenders except Lenders, which consent shall not be unreasonably withheld or delayed by any Lender, other than (i) the direct conversion of the Series A Preferred Stock to common stock of the Borrower pursuant to the Borrower's certificate of incorporation, (ii) the prepayment, purchase or redemption of Series A Preferred Stock using the net cash proceeds from the issuance of equity securities for such prepayment, purchase or redemption; and (iii) if no Default exists and no Default will exist as specifically permitted a result of the following, the payment of cash dividends on the Series A Preferred Stock in accordance with the terms thereof if (a) the inclusion of such payments as interest in the definition of such defined term; provided, that the Borrower may make the following Restricted Payments: (a) the declaration and payment of dividends or distributions "Fixed Charges" would not result in a breach by the Borrower solely in Capital Stock (other than Disqualified Stock) of the BorrowerSection 7.15.1 as modified by this Section, and (b) the payment is scheduled to be made on or after June 30, 2005, and (c) at least 30 days prior to the most recently scheduled Borrowing Base redetermination under Section 2.8.1, the Borrower may (i) so long as no Default or Event of Default is occurring, make payments to directors, officers, members of management, employees or consultants shall have advised the Administrative Agent of the Borrower's intent to make such payment and the amount and proposed date thereof. 7.8.4. Neither the Borrower nor any Major Subsidiary shall form or acquire any Subsidiary (Subsidiaries without the prior written consent of the Required Lenders, other than the formation or their transferees, estates or beneficiaries under their estates) upon their death, disability, retirement, severance or termination of employment or service for the acquisition by the Borrower from such Persons of Capital Stock in Major Subsidiaries or the Borrower or any Montana Property Subsidiary; provided that the aggregate cash consideration paid for all such payments shall not exceed $250,000 in any calendar year, and (ii) make cashless repurchases of securities that are deemed to occur upon the exercise or vesting of options, rights or shares of stock held by directors, officers, members of management, employees or consultants of the Borrower or any Subsidiary to the extent such securities represent a portion of the exercise price of or withholding taxes attributable to such options, rights or shares.

Loans and Advances to Others; Investments; Restricted Payments; Subsidiaries. 7.8.1. (i) The Borrower will not make or suffer to exist any loan, advance or extension of credit to any Person except (a) Permitted Indebtedness, (b) Permitted Investments, (c) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and which are payable in accordance with customary trade terms terms, (b) Permitted Investments, and (dc) advances to employees of the Borrower and its Subsidiaries for payment of reasonable expenses in the ordinary course of business. 7.8.2. (ii) No Guarantor will make or suffer to exist any loan, advance or extension of credit to any Person except (a) Permitted Indebtedness, (b) Permitted Investments, (c) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and which are payable in accordance with customary trade terms terms, (b) Permitted Investments, and (dc) advances to employees of the Borrower and its Subsidiaries such Guarantor for payment of reasonable expenses in the ordinary course of business. 7.8.3. (i) The Borrower will not make any capital contribution to, to or make any Investment in, or to purchase or make a commitment to purchase any interest in, any Person except as permitted by in clauses (a), (b) and (c) of Section 7.8.17.8.1(i). 7.8.4. (ii) No Guarantor will make any capital contribution to or make any Investment in, or to purchase or make a commitment to purchase any interest in, any Person except as permitted in clauses (a), (b) and (c) of Section 7.8.1(ii). For avoidance of doubt, the foregoing shall not be construed as limiting the ability of the Borrower or any Guarantor to acquire Oil and Gas Properties, to operate in the Oil and Gas Business and to enter into standard and customary contracts and agreements for the acquisition and operation of Oil and Gas Properties in the ordinary course of business in connection therewith, in each case to the extent not expressly limited by Section 7.8.2another provision of this Agreement or another Loan Document. 7.8.5. (i) The Borrower will not, directly or indirectly, make any Restricted Payment without the prior written consent of the Required Lenders except as specifically permitted in the definition of such defined term; provided. (ii) No Guarantor will, that directly or indirectly, make any Restricted Payment without the Borrower may make the following Restricted Payments: (a) the declaration and payment of dividends or distributions by the Borrower solely in Capital Stock (other than Disqualified Stock) prior written consent of the Borrower, and (b) Required Lenders except as specifically permitted in the Borrower may definition of such defined term. (i) so long as no Default The Borrower shall not form or Event of Default is occurringacquire any Subsidiaries, make payments to directorseither directly or indirectly through other Subsidiaries, officers, members of management, employees or consultants without the prior written consent of the Borrower or any Subsidiary (or their transfereesRequired Lenders, estates or beneficiaries under their estates) upon their deathwhich consent, disabilityif given, retirementmay be conditioned on such Subsidiary’s execution of a Guaranty and security instruments covering all of the Property of such Subsidiary, severance or termination of employment or service for each in form and substance reasonably satisfactory to the acquisition by the Borrower from such Persons of Capital Stock in the Borrower or any Subsidiary; provided that the aggregate cash consideration paid for all such payments shall not exceed $250,000 in any calendar year, and Administrative Agent. (ii) make cashless repurchases of securities that are deemed to occur upon No Guarantor shall form or acquire any Subsidiaries, either directly or indirectly through other Subsidiaries, without the exercise or vesting of options, rights or shares of stock held by directors, officers, members of management, employees or consultants prior written consent of the Borrower or any Subsidiary Required Lenders, which consent, if given, may be conditioned on such Subsidiary’s execution of a Guaranty and security instruments covering all of the Property of such Subsidiary, each in form and substance reasonably satisfactory to the extent such securities represent a portion of the exercise price of or withholding taxes attributable to such options, rights or sharesAdministrative Agent.

Loans and Advances to Others; Investments; Restricted Payments; Subsidiaries. 7.8.1. (i) The Borrower will not make or suffer to exist any loan, advance or extension of credit to any Person except (a) Permitted Indebtedness, (b) Permitted Investments, (c) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and which are payable in accordance with customary trade terms terms, (b) Permitted Loans and Investments, and (dc) advances to employees of the Borrower and its Subsidiaries for payment of reasonable expenses in the ordinary course of business. 7.8.2. (ii) No Guarantor will make or suffer to exist any loan, advance or extension of credit to any Person except (a) Permitted Indebtedness, (b) Permitted Investments, (c) trade and customer accounts receivable which are for goods furnished or services rendered in the ordinary course of business and which are payable in accordance with customary trade terms terms, (b) Permitted Loans and Investments, and (dc) advances to employees of the Borrower and its Subsidiaries such Guarantor for payment of reasonable expenses in the ordinary course of business. 7.8.3. (i) The Borrower will not make any capital contribution to, to or make any Investment in, or to purchase or make a commitment to purchase any interest in, any Person except as permitted by in clauses (a), (b) and (c) of Section 7.8.17.8.1(i). 7.8.4. (ii) No Guarantor will make any capital contribution to or make any Investment in, or to purchase or make a commitment to purchase any interest in, any Person except as permitted by in clauses (a), (b) and (c) of Section 7.8.27.8.1(ii). 7.8.5. (i) The Borrower will not, directly or indirectly, make any Restricted Payment without the prior written consent of the Required Lenders except (a) as specifically permitted in the definition of such defined term; provided, that the Borrower may make the following Restricted Payments: (a) the declaration and payment of dividends or distributions by the Borrower solely in Capital Stock (other than Disqualified Stock) of the Borrower, and (b) that the Borrower may declare and make distributions payable solely in Equity Interests of the Borrower. (ii) No Guarantor will, directly or indirectly, make any Restricted Payment without the prior written consent of the Required Lenders except (a) as specifically permitted in the definition of such defined term, and (b) that any Subsidiary of the Borrower may declare, pay and make any dividend or other distribution to the Borrower or another Subsidiary of the Borrower. (i) so long as no Default The Borrower shall not form or Event of Default is occurringacquire any Subsidiaries, make payments to directorseither directly or indirectly through other Subsidiaries, officers, members of management, employees or consultants without the prior written consent of the Borrower or any Required Lenders, unless the new Subsidiary (or their transfereesexecutes a Guaranty and security instruments covering all of the Property of such Subsidiary, estates or beneficiaries under their estates) upon their death, disability, retirement, severance or termination of employment or service for each in form and substance reasonably satisfactory to the acquisition by the Borrower from such Persons of Capital Stock in the Borrower or any Subsidiary; provided that the aggregate cash consideration paid for all such payments shall not exceed $250,000 in any calendar year, and Administrative Agent. (ii) make cashless repurchases of securities that are deemed to occur upon No Guarantor shall form or acquire any Subsidiaries, either directly or indirectly through other Subsidiaries, without the exercise or vesting of options, rights or shares of stock held by directors, officers, members of management, employees or consultants prior written consent of the Borrower or any Required Lenders unless the Subsidiary executes a Guaranty and security instruments covering all of the Property of such Subsidiary, each in form and substance reasonably satisfactory to the extent such securities represent a portion of the exercise price of or withholding taxes attributable to such options, rights or sharesAdministrative Agent.