Common use of Retention in Satisfaction Clause in Contracts

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 of the UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a).

Appears in 9 contracts

Samples: Guaranty and Pledge Agreement (APEG Energy II, LP), Guaranty and Pledge Agreement (Us Energy Corp), Guaranty and Pledge Agreement (Linn Energy, LLC)

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Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 of the UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a).

Appears in 7 contracts

Samples: Guaranty and Collateral Agreement (Rex Energy Corp), Guaranty and Second Lien Collateral Agreement (Rex Energy Corp), Assumption Agreement (ABC Funding, Inc)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 9-620 of the UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a).

Appears in 6 contracts

Samples: Credit Agreement (Oasis Petroleum Inc.), Guarantee and Collateral Agreement (Parallel Petroleum Corp), Collateral Agreement (Aurora Oil & Gas CORP)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 9-620 of the UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors other Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors other Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a10.15(a).

Appears in 3 contracts

Samples: Guarantee and Collateral Agreement (Rosetta Resources Inc.), Assumption Agreement (Rosetta Resources Inc.), Credit Agreement (Energy Partners LTD)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 of the UCC, no action taken or omission to act by the US Administrative Agent or the Guaranteed Secured Creditors hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the US Administrative Agent and the Guaranteed Secured Creditors shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a7.12(a).

Appears in 2 contracts

Samples: Pledge and Security Agreement (Universal Compression Inc), Us Pledge Agreement (Exterran Holdings Inc.)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 9-620 of the UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors other Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors other Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a9.16(a).

Appears in 2 contracts

Samples: Security Agreement (Warren Resources Inc), Security Agreement (Warren Resources Inc)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 9-620 of the UCC, no action taken or omission to act by the Administrative Collateral Agent or the Guaranteed Creditors hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Collateral Agent and the Guaranteed Creditors shall have applied payments (including, without limitation, collections from Collateral) towards toward the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a)outstanding.

Appears in 2 contracts

Samples: Assumption Agreement (Hornbeck Offshore Services Inc /La), Assumption Agreement (Hornbeck Offshore Services Inc /La)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 of the UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors shall have applied payments (including, without limitation, collections from Collateral) towards toward the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a)outstanding.

Appears in 2 contracts

Samples: Guaranty and Collateral Agreement (Hornbeck Offshore Services Inc /La), Guaranty and Collateral Agreement (Hornbeck Offshore Services Inc /La)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 9-620 of the Colorado UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors other Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors other Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a10.14(a).

Appears in 2 contracts

Samples: Guarantee and Pledge Agreement (Kodiak Oil & Gas Corp), Guarantee and Pledge Agreement (Kodiak Oil & Gas Corp)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 9-620 of the New York UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors other Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors other Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a10.16(a).

Appears in 1 contract

Samples: Collateral Agreement (Western Gas Equity Partners, LP)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 9-620 of the UCC, no action taken or omission to act by the Administrative Collateral Agent or the Guaranteed Creditors other Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Collateral Agent and the Guaranteed Creditors other Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a10.14(a).

Appears in 1 contract

Samples: Collateral Agreement (Jones Energy, Inc.)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 of the UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a8.13(a).

Appears in 1 contract

Samples: Pledge Agreement (Exterran Holdings Inc.)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 9-620 of the Applicable UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors other Secured Persons hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors other Secured Persons shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a)6.5.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (AMERICAN EAGLE ENERGY Corp)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 of the UCC, no action taken or omission to act by the Administrative Agent or the other Guaranteed Creditors hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations Indebtedness or otherwise to be in full satisfaction of the ObligationsIndebtedness, and the Obligations Indebtedness shall remain in full force and effect, until the Administrative Agent and the other Guaranteed Creditors shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations Indebtedness in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a9.13(a).

Appears in 1 contract

Samples: Guaranty and Pledge Agreement (Linn Energy, LLC)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 of the Applicable UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors other Secured Persons hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors other Secured Persons shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a)6.5.

Appears in 1 contract

Samples: Credit Agreement (Earthstone Energy Inc)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 of the New York UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors Lenders hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors Lenders shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a9.17(a).

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Eex Corp)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 9-620 of the UCC, no action taken or omission to act by the Administrative Collateral Agent or the Guaranteed Creditors other Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Collateral Agent and the Guaranteed Creditors other Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a10.15(a).

Appears in 1 contract

Samples: Purchase Agreement (Goodrich Petroleum Corp)

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Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 9-620 of the UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Secured Creditors hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Secured Creditors shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a7.12(a).

Appears in 1 contract

Samples: Pledge and Security Agreement (Universal Compression Holdings Inc)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 of the UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a8.12(a).

Appears in 1 contract

Samples: Collateral Agreement (Exterran Holdings Inc.)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 of the UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors Lenders hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Borrower Obligations or otherwise to be in full satisfaction of the Borrower Obligations, and the Borrower Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors Lenders shall have applied payments (including, without limitation, collections from Collateral) towards the Borrower Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a7.13(a).

Appears in 1 contract

Samples: Credit Agreement (Legacy Reserves L P)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 9-620 of the UCC, no action taken or omission to act by the Administrative Collateral Agent or the Guaranteed Creditors hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Secured Obligations or otherwise to be in full satisfaction of the Secured Obligations, and the Secured Obligations shall remain in full force and effect, until the Administrative Collateral Agent and the Guaranteed Creditors shall have applied payments (including, without limitation, collections from Collateral) towards the Secured Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a9.16(a).

Appears in 1 contract

Samples: Security Agreement (Black Elk Energy Finance Corp.)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 9-620 of the UCC, no action taken or omission to act by the Administrative Collateral Agent or the Guaranteed Creditors other Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Collateral Agent and the Guaranteed Creditors other Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a10.13(a).

Appears in 1 contract

Samples: Collateral Agreement (Jones Energy, Inc.)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 of the UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a11.14(a).

Appears in 1 contract

Samples: Guaranty and Pledge Agreement (LRR Energy, L.P.)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 of the UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors other Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors other Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a10.15(a).

Appears in 1 contract

Samples: Guaranty and Collateral Agreement (Starboard Resources, Inc.)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 9-620 of the UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a).

Appears in 1 contract

Samples: Guaranty and Collateral Agreement (Northern Oil & Gas, Inc.)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 of the UCC, no action taken or omission to act by the US Administrative Agent or the Guaranteed Secured Creditors hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the US Administrative Agent and the Guaranteed Secured Creditors shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a8.12(a).

Appears in 1 contract

Samples: Us Collateral Agreement (Exterran Holdings Inc.)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 of the UCC, no action taken or omission to act by the Administrative Agent Trustee or the Guaranteed Creditors Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent Trustee and the Guaranteed Creditors Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a).

Appears in 1 contract

Samples: Collateral Agreement (Rex Energy Corp)

Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 of the UCC, no action taken or omission to act by the Administrative Agent or the Guaranteed Creditors other Secured Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Administrative Agent and the Guaranteed Creditors other Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a10.13(a).

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Jones Energy, Inc.)

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