Exhibit
10.2


 


Execution
Version




 


FOURTH
AMENDMENT TO

REVOLVING CREDIT AND SECURITY AGREEMENT


 


This
FOURTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as
of April 19, 2021, to be effective as of the Effective Date (defined below) by and among ION GEOPHYSICAL CORPORATION, a Delaware
corporation (“Geophysical”), ION EXPLORATION PRODUCTS (U.S.A.), INC., a Delaware corporation (“Exploration”),
I/O MARINE SYSTEMS, INC., a Louisiana corporation (“Marine”), GX TECHNOLOGY CORPORATION, a Texas corporation
(“GXT”), GX Geoscience Corporation, S. de R.L. de C.V., a Sociedad
de Responsabilidad Limitada de Capital Variable organized under the laws of Mexico (“GX Geoscience” and,
together with Geophysical, Exploration, Marine and GXT, collectively, the “Borrowers”, and each a “Borrower”),
the financial institutions a party hereto as lenders (collectively, the “Lenders” and each individually a “Lender”)
and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, together with its
successors and assignees in such capacity, the “Agent”).


 


PRELIMINARY
STATEMENTS


 


A.            Borrowers, Agent and Lenders are parties to that
certain Revolving Credit and Security Agreement dated August 22, 2014 (as amended, restated, amended and restated, extended, supplemented
or otherwise modified prior to the date hereof, the “Credit Agreement”);


 


B.             Borrowers have requested that Agent and the Lenders
make certain amendments to the Credit Agreement;


 


C.             Subject to the terms and conditions set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agent and
the Lenders are willing to make certain amendments to the Credit Agreement, all as set forth herein; and


 


D.             This Amendment shall constitute an Other Document
and these recitals shall be construed as part of this Amendment.


 


NOW,
THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:


 


ARTICLE
I

Definitions


 


1.01      
Capitalized terms used in this Amendment are defined in the Credit Agreement, as amended hereby, unless otherwise stated.


 


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ARTICLE
II

Amendment


 


2.01         
Amendments to Credit Agreement. Effective as of the date hereof, the Credit Agreement is hereby amended (a) to delete
the red or green stricken text (indicated textually in the same manner as the following examples: stricken
text and stricken text) and (b) to add the blue or green
double-underlined text (indicated textually in the same manner as the following examples: double-underlined
text and double-underlined text), in each
case, as set forth in the marked copy of the Credit Agreement attached hereto as Exhibit A hereto and made a part hereof
for all purposes.


 


ARTICLE
III 


Conditions
Precedent AND CONDITIONS SUBSEQUENT


 


3.01      
Conditions Precedent to Effectiveness. This Amendment shall become effective only upon the satisfaction in full, in
a manner satisfactory to the Agent, of the following conditions precedent (the first date upon which all such conditions have
been satisfied being herein called the “Effective Date”):


 


(a)           Agent shall have received the following documents or items, each in form and substance satisfactory to Agent and its legal counsel:


 


(i)            this Amendment duly executed by Borrowers, the Lenders and Agent;


 


(ii)           the New Second Priority Intercreditor Agreement, dated as of the date hereof, duly executed by Borrowers, Agent, New Second Priority
Indenture Trustee and New Second Priority Notes Collateral Agent;


 


(iii)          the New Second Priority Notes Documents duly executed by each party thereto, and all related agreements, documents and instruments
as in effect on the date hereof;


 


(iv)          the First Supplemental Indenture, dated as of the date hereof, duly executed by Borrowers and Wilmington Savings Fund Society,
FSB, as Trustee and Collateral Agent;


 


(v)           each of the:


 


(i)
Deposit Account Control Agreement (Springing Agreement), dated as of the date hereof, duly executed by PNC, as Bank, PNC, as First
Secured Party, UMB Bank, National Association (“UMB”), as Second Secured Party, and ION, as Customer regarding
deposit accounts ending in 4709, 9168, 9117,9109 and 9088;


 


(ii)
Deposit Account Control Agreement (Springing Agreement), dated as of the date hereof, duly executed by PNC, as Bank, PNC, as First
Secured Party, UMB, as Second Secured Party, and ION, as Customer regarding the deposit account ending in 0286;


 


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(iii)
Deposit Account Control Agreement (Springing Agreement), dated as of the date hereof, duly executed by PNC, as Bank, PNC, as First
Secured Party, UMB, as Second Secured Party, and GXT, as Customer regarding deposit accounts ending in 9125, 9133, 9029 and 9045;


 


(iv)
Deposit Account Control Agreement (Springing Agreement), dated as of the date hereof, duly executed by PNC, as Bank, PNC, as First
Secured Party, UMB, as Second Secured Party, and Marine, as Customer regarding deposit accounts ending in 9141, 9061 and 9053;


 


(v)
Deposit Account Control Agreement (Springing Agreement), dated as of the date hereof, duly executed by PNC, as Bank, PNC, as First
Secured Party, UMB, as Second Secured Party, and Exploration, as Customer regarding the deposit account ending in 8825;


 


(vi)
Deposit Account Control Agreement (First Lien/Second Lien), dated as of the date hereof, duly executed by Citibank, N.A., as Bank,
PNC, as Senior Agent, UMB, as Subordinated Agent, and ION as Customer regarding the deposit account ending in 1884;


 


(vii)
Amendment No. 1 to Bank Deposit Account Control Agreement, dated as of the date hereof, duly executed by BOKF, NA d/b/a Bank of
Texas, as Bank, PNC, as First Lien Agent, UMB, as New Second Lien Agent, Wilmington Savings Fund Society, FSB (“WSFS”),
as Resigning Second Lien Agent, and ION as the Company;


 


(viii)
Amendment No. 1 to Deposit Account Control Agreement, dated as of the date hereof, duly executed by Texas Capital Bank, N.A.,
as Bank, PNC, as First Lien Agent, UMB, as New Second Lien Agent, WSFS, as Resigning Second Lien Agent, and ION as the company;


 


(ix)
termination letter, dated as of the date hereof, addressed by each of PNC, as First Lien Agent, WSFS, as Second Lien Agent and
U.S. Bank, National Association (“U.S. Bank”), as Third Lien Agent to PNC, as Bank and ION, as Customer to
terminate the Amended and Restated Deposit Account Control Agreement dated as of the 27th day of May, 2016; and


 


(x)
Release Notice, dated as of the date hereof, addressed by each of PNC, as First Lien Agent, WSFS, as Second Lien Agent and U.S.
Bank, as Third Lien Agent to Citibank, N.A., as Bank and ION, as Customer to terminate the Amended and Restated Deposit Account
Control Agreement (First Lien / Second Lien / Third Lien) dated as of the 27th day of May, 2016.


 


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(vi)          evidence of termination of the Liens that secured the 2016 Notes prior to the Effective Date;


 


(vii)         a $225,000 amendment fee, in immediately available funds, which fee shall be fully earned and non-refundable as of the date hereof;


 


(viii)        a certificate certified by the Secretary of each Borrower (A) confirming that the organizational documents of such Borrower that
were certified to the Agent on and as of the Closing Date remain in full force and effect and have not been modified, (B) providing
the names of the officers of such Borrower authorized to sign this Amendment and the Other Documents to which such Borrower is
or will be a party to, together with specimen signatures of such officers, (C) attaching written consents and resolutions of each
Borrower authorizing the execution, delivery and performance by each Borrower of this Amendment and (D) attaching good standing
certificates for such Borrower dated not more than thirty (30) days prior to the Effective Date, issued by the Secretary of State
or other appropriate official of such Borrower’s jurisdiction of incorporation;


 


(ix)           evidence that all other fees and expenses due and owing by Borrowers to Agent have been paid in full; and


 


(ix)           such
other documentation as Agent may request in its Permitted Discretion.


 


(b)           The representations and warranties of Borrowers contained herein and in the Credit Agreement and the Other Documents, as each
is amended hereby, shall be true and correct in all material respects as of the date hereof, as if made on the date hereof, except
to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and
warranties shall have been true and correct on and as of such earlier date) or relate to transactions permitted under the Credit
Agreement and the Other Documents; and


 


(c)           No Event of Default shall have occurred and be continuing.


 


3.02       Conditions
Subsequent. The effectiveness of this Amendment shall also be subject to the Borrowers’ delivery to Agent of the
following items on or before the applicable deadline set forth below:


 


(a)           Within
sixty (60) days after the Effective Date, or within such longer period as the Agent may agree at its sole option, an amendment
to (and registration before the Registro  Único de Garantias Mobiliarias and any other registry as may be required)
the (i) Contrato de Prenda sobre Partes Sociales en Primer Lugar y Grado de Prelación, by and among Exploration,
as Deudor Prendario, GXT, as Deudor Prendario, and PNC, as Acreedor Prendario, as recognized and accepted by GX Geoscience, and
(ii) Contrato de Prenda sin Transmisión de Posesión en Primer Lugar y Grado de Prelación, by and among
GX Geoscience, as Deudor Prendario, PNC, as Acreedor Prendario, as recognized and accepted by each of Exploration and GXT, in
each case, in form and substance satisfactory to PNC.


 


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ARTICLE
IV 


NO
waiver


 


4.01         
No Waiver. Nothing contained in this Amendment shall be construed as a waiver by the Agent or any Lender of any covenant
or provision of the Credit Agreement (as amended hereby), the Other Documents (including, without limitation, this Amendment),
or of any other contract or instrument between any Borrower and the Agent or any Lender, and the failure of the Agent or any Lender
at any time or times hereafter to require strict performance by any Borrower of any provision thereof shall not waive, affect
or diminish any right of the Agent to thereafter demand strict compliance therewith. The Agent and each Lender hereby reserves
all rights granted under the Credit Agreement, the Other Documents (including, without limitation, this Amendment) and any other
contract or instrument between any Borrower, Lenders and the Agent.


 


ARTICLE
V

Ratification


 


5.01         
Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms
and provisions set forth in the Credit Agreement and the Other Documents, and, except as expressly modified and superseded by
this Amendment, the terms and provisions of the Credit Agreement and the Other Documents are ratified and confirmed and shall
continue in full force and effect. Each Borrower hereby agrees that all liens and security interest securing payment of the Obligations
under the Credit Agreement are hereby collectively renewed, ratified and brought forward as security for the payment and performance
of the Obligations. Each Borrower and the Agent agree that the Credit Agreement and the Other Documents, as amended hereby, shall
continue to be legal, valid, binding and enforceable in accordance with their respective terms.


 


5.02         
Representations and Warranties with respect to Other Documents. Each Borrower hereby represents and warrants to the
Agent that (a) the execution, delivery and performance of this Amendment and any and all Other Documents executed and/or delivered
in connection herewith have been authorized by all requisite corporate action on the part of each Borrower and will not violate
the Organizational Documents of any Borrower; and (b) each Borrower is in full compliance with all covenants and agreements contained
in the Credit Agreement and the Other Documents, as amended hereby.


 


ARTICLE
VI 


Miscellaneous
Provisions


 


6.01      
Survival of Representations and Warranties. All representations and warranties made in the Credit Agreement or
the Other Documents, including, without limitation, this Amendment and any document furnished in connection with this Amendment,
shall survive the execution and delivery of this Amendment and the Other Documents, and no investigation by the Agent or any Lender
shall affect the representations and warranties or the right of the Agent and Lenders to rely upon them.


 


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6.02      
Reference to Credit Agreement. Each of the Credit Agreement and the Other Documents, and any and all other agreements,
documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the
Credit Agreement, as amended hereby, are hereby amended so that any reference in the Credit Agreement and such Other Documents
to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby.


 


6.03      
Expenses of Agent. Each Borrower jointly and severally agrees to pay on demand, in accordance with the terms of the
Credit Agreement (as amended hereby) all reasonable costs and expenses incurred by Agent in connection with any and all amendments,
modifications, and supplements to the Other Documents, including, without limitation, the costs and fees of Agent’s legal
counsel, and all costs and expenses incurred by Agent in connection with the enforcement or preservation of any rights under the
Credit Agreement, as amended hereby, or any Other Documents, including, without, limitation, the costs and fees of Agent’s
legal counsel.


 


6.04      
Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable
shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held
to be invalid or unenforceable.


 


6.05      
Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of Agent, the Lenders and each
Borrower and their respective successors and permitted assigns, except that no Borrower may assign or transfer any of its rights
or obligations hereunder without the prior written consent of Agent.


 


6.06       
Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed
to be an original, but all of which when taken together shall constitute one and the same instrument. Delivery of an executed
counterpart of this Amendment by facsimile transmission or other electronic means shall be equally effective as delivery of a
manually executed counterpart of this Amendment.


 


6.07      
Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect
the interpretation of this Amendment.


 


6.08      
Applicable Law. THIS AMENDMENT AND ALL OTHER AGREEMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE
AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW)).


 


6.09      
Further Assurances. Each Borrower hereby agrees, upon Agent’s request (i) to execute and deliver to Agent such
fully authorized and executed agreements and instruments, including, but not limited to, any amendments to the Other Documents,
and (ii) to take such actions as Agent deems necessary and appropriate in connection with the transactions contemplated by this
Amendment.


 


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6.10      
Final Agreement. THE CREDIT AGREEMENT AND THE OTHER DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION
OF THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE CREDIT AGREEMENT AND
THE OTHER DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE
OR AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BORROWERS AND AGENT.


 


5.12       Release.
EACH BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR
NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY ANY LOANS OR EXTENSIONS
OF CREDIT FROM AGENT AND LENDERS TO SUCH BORROWER UNDER THE CREDIT AGREEMENT OR THE OTHER DOCUMENTS OR TO SEEK AFFIRMATIVE RELIEF
OR DAMAGES OF ANY KIND OR NATURE FROM LENDERS AND THE AGENT. EACH BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER
DISCHARGES LENDERS, THE AGENT, THEIR PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS,
ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED,
SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE
THE DATE THIS AMENDMENT IS EXECUTED, WHICH SUCH BORROWER MAY NOW OR HEREAFTER HAVE AGAINST LENDERS AND THE AGENT, THEIR PREDECESSORS,
AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION
OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY LOANS OR EXTENSIONS OF CREDIT FROM LENDERS AND THE AGENT TO SUCH BORROWER
UNDER THE CREDIT AGREEMENT OR THE OTHER DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING,
COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER
THE CREDIT AGREEMENT OR OTHER DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.


 


[Remainder
of page intentionally left blank]



 


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IN
WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the date first above written.


 





	 	BORROWERS:
	 	 
	 	ION
    GEOPHYSICAL CORPORATION
	 	 
	 	By:	/s/ Michael Morrison
	 	Name:
    Michael Morrison
	 	Title: EVP & CFO
	 	 
	 	ION
    EXPLORATION PRODUCTS (U.S.A.), INC.
	 	 
	 	By:	/s/ Michael Morrison
	 	Name: Michael Morrison
	 	Title: Vice President
	 	 
	 	I/O
    MARINE SYSTEMS, INC.
	 	 
	 	By:	/s/ Michael Morrison
	 	Name: Michael Morrison
	 	Title: Vice President
	 	 
	 	GX
    TECHNOLOGY CORPORATION
	 	 
	 	By:	/s/ Michael Morrison
	 	Name: Michael Morrison
	 	Title: EVP & CFO
	 	 
	 	GX
    GEOSCIENCE CORPORATION, S. DE R.L. DE
    C.V.
	 	 
	 	By:	/s/ Michael Morrison
	 	Name: Michael Morrison
	 	Title: Vice President





 


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	 	AGENT
    AND LENDER:
	 	 
	 	PNC
    BANK, NATIONAL ASSOCIATION, as
    Lender and as Agent
	 	 
	 	By:	 /s/ Brad Miller
	 	 
	 	Name: Brad Miller
	 	Title: Vice President




 


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EXHIBIT A


 


Amended Credit
Agreement


 


See attached.


 


 


 


[ION] Fourth Amendment to Credit Agreement




     


     


    

Execution
Version


 


Exhibit A 

To ThirdFourth
Amendment


 


REVOLVING
CREDIT


AND


SECURITY
AGREEMENT


 


PNC BANK,
NATIONAL ASSOCIATION


(AS LENDER AND AGENT),


 


THE LENDERS
FROM TIME TO TIME PARTY HERETO


(AS LENDERS)


 


WITH


 


ION
GEOPHYSICAL CORPORATION,


ION EXPLORATION PRODUCTS (U.S.A.) INC.,


I/O MARINE SYSTEMS,
INC.


GX
TECHNOLOGY CORPORATION


AND


GX GEOSCIENCE
CORPORATION, S. DE R.L. DE C.V.


(AS BORROWERS)


 


August
22, 2014




     


     


    

TABLE OF CONTENTS


 





	 	 	Page
	I.           DEFINITIONS	1
	1.1	Accounting
    Terms	1
	1.2	General
    Terms	12
	1.3	Uniform
    Commercial Code Terms	3947
	1.4	Certain
    Matters of Construction	3947
	1.5	Libor
                                         Notification



	48
	II.          ADVANCES, PAYMENTS


	4048
	2.1	Revolving
                                         Advances



	4048
	2.2	Procedures
                                         for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates
                                         for All Advances



	4150
	2.3	Reserved	4352
	2.4	Swing
    Loans	4352
	2.5	Disbursement
    of Advance Proceeds	4453
	2.6	Making
    and Settlement of Advances	4553
	2.7	Maximum
    Advances	4655
	2.8	Manner
    and Repayment of Advances	4755
	2.9	Repayment
    of Excess Advances	4756
	2.10	Statement
    of Account	4756
	2.11	Letters
    of Credit	4857
	2.12	Issuance
    of Letters of Credit	4857
	2.13	Requirements
    for Issuance of Letters of Credit	4958
	2.14	Disbursements., Reimbursement	4958
	2.15	Repayment
    of Participation Advances	5160
	2.16	Documentation	5160
	2.17	Determination
    to Honor Drawing Request	5261
	2.18	Nature
    of Participation and Reimbursement Obligations	5261
	2.19	Liability
    for Acts and Omissions	5362
	2.20	Mandatory
    Prepayments: Voluntary Reductions of Revolving Commitments	5564










    i 


     


    




	2.21	Use
    of Proceeds	5665
	2.22	Defaulting
    Lender	5665
	2.23	Payment
    of Obligations	5968
	2.24	Increase
    in Maximum Revolving Advance Amount.	59
	III.         INTEREST
AND FEES	6269
	3.1	Interest	6269
	3.2	Letter
    of Credit Fees	6269
	3.3	Facility
    Fee	6470
	3.4	Fee
    Letter; Appraisals	6471
	3.5	Computation
    of Interest and Fees	6471
	3.6	Maximum
    Charges	6471
	3.7	Increased
    Costs	6472
	3.8	Basis
    For DeterminingAlternate
    Rate of Interest Rate
    Inadequate or Unfair	65 72
	3.9	Capital
    Adequacy	6682
	3.10	Taxes	6783
	3.11	Replacement
    of Lenders	6985
	IV.         COLLATERAL:
GENERAL TERMS	7086
	4.1	Security
    Interest in the Collateral	7086
	4.2	Perfection
    of Security Interest	7086
	4.3	Preservation
    of Collateral	7187
	4.4	Ownership
    and Location of Collateral	7188
	4.5	Defense
    of Agent’s and Lenders’ Interests	7288
	4.6	Inspection
    of Premises: Field Examinations	7289
	4.7	Appraisals	7389
	4.8	Receivables;
    Deposit Accounts and Securities Accounts	7390
	4.9	Inventory	7693
	4.10	Maintenance
    of Equipment	7693
	4.11	Financing
    Statements	7693
	V.          REPRESENTATIONS
AND WARRANTIES	7693
	5.1	Authority	7693
	5.2	Formation and Qualification	7794







    ii 


     


    




	5.3	Survival
    of Representations and Warranties	7795
	5.4	Tax
    Returns	7795
	5.5	Financial
    Statements	7795
	5.6	Entity
    Names	7895
	5.7	o.s.h.a.
    Environmental Compliance; Flood Insurance	7895
	5.8	Solvency;
    No Litigation, Violation, Indebtedness or Default; Erisa
    Compliance	7996
	5.9	Patents,
    Trademarks	8098
	5.10	Licenses
    and Permits	8098
	5.11	Default
    of Indebtedness	8098
	5.12	No
    Default	8199
	5.13	No
    Burdensome Restrictions	8199
	5.14	No
    Labor Disputes	8199
	5.15	Margin
    Regulations	8199
	5.16	Investment
    Company Act	8199
	5.17	Disclosure	8199
	5.18	Delivery
    of New Second
    Priority Notes Documents 81.                                                                                                       	99
	5.19	[reserved] 
    81Delivery of Junior
    Priority Debt Documents                                                                                                         	100
	5.205.21	Swaps	81100
	5.215.22	Business
    and Property of Loan Parties	82100
	5.225.23	Ineligible
    Securities	82100
	5.23	[reserved].	82
	5.24	[reserved].	100
	5.25	Equity
    Interests	82100
	5.255.26	Commercial
    Tort Claims	82100
	5.265.27	Letter
    of Credit Rights	82101
	5.275.28	Material
    Contracts	82101
	5.29	Certificate
    of Beneficial Ownership	101
	VI.         AFFIRMATIVE COVENANTS	82101
	6.1	Compliance
    with Laws	83101
	6.2	Conduct
    of Business and Maintenance of Existence and Assets	83101
	6.3	Books
    and Records	83101







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	6.4	Payment
    of Taxes	83102
	6.5	Financial
    Covenants	83102
	6.6	Insurance	84102
	6.7	Payment
    of Indebtedness and Leasehold Obligations	85104
	6.8	Environmental
    Matters	85104
	6.9	Standards
    of Financial Statements	86105
	6.10	Additional
    Loan Parties	87105
	6.11	Execution
    of Supplemental Instruments	87105
	6.12	[Reserved]	87105
	6.13	Government
    Receivables	87105
	6.14	[Reserved]	87106
	6.15	Keepwell	87106
	6.16	Certificate
    of Beneficial Ownership and Other Additional Information	106
	VII.        NEGATIVE
COVENANTS	88106
	7.1	Merger,
    Consolidation.,
    Acquisition and Sale of Assets	88106
	7.2	Creation
    of Liens	88107
	7.3	Guarantees	88107
	7.4	Investments	89107
	7.5	Loans	89108
	7.6	Capital
    Expenditures	89108
	7.7	Restricted
    Payments	89108
	7.8	Indebtedness	90108
	7.9	Nature
    of Business	90109
	7.10	Transactions
    with Affiliates	90109
	7.11	[Reserved]	90109
	7.12	[Reserved]	90109
	7.13	Fiscal
    Year and Accounting Changes	90109
	7.14	Pledge
    of Credit	90109
	7.15	Amendment
    of Organizational Documents	90109
	7.16	Compliance
    with Erisa	91110
	7.17	Prepayment
    of Indebtedness	91110
	7.18	New
    Second Priority Notes  91
    Debt and Other Junior Priority Debt	111







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	7.19	Other
    Agreements	92111
	7.20	Membership
    / Partnership Interests	92112
	7.21	Limitation
    On Restrictions On Subsidiary Distributions	92112
	VIII.      CONDITIONS
PRECEDENT	93112
	8.1	Conditions
    to Initial Advances	93112
	8.2	Conditions
    to Each Advance	96116
	IX.         INFORMATION AS TO BORROWERS	97116
	9.1	Disclosure
    of Material Matters	97116
	9.2	Schedules	97117
	9.3	Environmental
    Reports	97117
	9.4	Litigation	98118
	9.5	Material
    Occurrences	98118
	9.6	Government
    Receivables	99119
	9.7	Annual
    Financial Statements	99119
	9.8	Quarterly
    Financial Statements	99119
	9.9	Royalty
    Obligation Reports	99119
	9.10	Other
    Reports	100119
	9.11	Additional
    Information	100120
	9.12	Projected
    Operating Budget	100120
	9.13	[Reserved]	100120
	9.14	Notice
    of Suits	100120
	9.15	Erisa
    Notices and Requests	100120
	9.16	Additional
    Documents	101121
	9.17	Updates
    to Certain Schedules	101121
	9.18	Financial
    Disclosure	101121
	X.          EVENTS
OF DEFAULT	101122
	10.1	Nonpayment	101122
	10.2	Breach
    of Representation	101122
	10.3	Financial
    Information	102122
	10.4	Judicial
    Actions	102122
	10.5	Noncompliance	102122
	10.6	Judgement	102122







    v 


     


    




	10.7	Bankruptcy	102123
	10.8	[Reserved]	102; 123
	10.9	Lien
    Priority	103123
	10.10	New
    Second Priority Notes Default 103;
    Junior Priority Debt Default	123
	10.11	Cross
    Default	103123
	10.12	Breach
    of Guaranty or Pledge Agreement	103124
	10.13	Change
    of Control	103124
	10.14	Invalidity	103124
	10.15	Seizures	103124
	10.16	[Reserved]	103;
    124
	10.17	Pension
    Plans	104124
	10.18	Anti-money
    Laundering/International Trade Law Compliance	104124
	XI.
        LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT	104124
	11.1	Rights
    and Remedies	104124
	11.2	Agent’s
    Discretion	105126
	11.3	Setoff	106126
	11.4	Rights
    and Remedies Not Exclusive	106126
	11.5	Allocation
    of Payments After Event of Default	106126
	XII.      WAIVERS AND JUDICIAL PROCEEDINGS	107128
	12.1	Waiver
    of Notice	107128
	12.2	Delay	108128
	12.3	Jury
    Waiver	108128
	XIII.
     EFFECTIVE DATE AND TERMINATION	108129
	13.1	Term	108129
	13.2	Termination	108129
	XIV.      Regarding
Agent	109130
	14.1	Appointment	109130
	14.2	Nature
    of Duties	109130
	14.3	Lack
    of Reliance On Agent	110131
	14.4	Resignation
    of Agent:;
    Successor Agent	110131
	14.5	Certain
    Rights of Agent	111132
	14.6	Reliance	111132







    vi 


     


    




	14.7	Notice
    of Default	111132
	14.8	Indemnification	111132
	14.9	Agent
    in its Individual Capacity	112133
	14.10	Delivery
    of Documents	112133
	14.11	Borrowers’
    Undertaking to Agent	112133
	14.12	No
    Reliance on Agent’s Customer Identification Program	112133
	14.13	Other
    Agreements	112133
	XV.       BORROWING AGENCY	112134
	15.1	Borrowing
    Agency Provisions	113134
	15.2	Waiver
    of Subrogation	113135
	15.3	Limitationon
    Liability of     GX Mexico	135
	XVI.
          MISCELLANEOUS	114135
	16.1	Governing Law	114135
	16.2	Entire Understanding	114136
	16.3	Successors and Assigns;
    Participations;     New Lenders	117140
	16.4	Application of
    Payments	120142
	16.5	Indemnity	120143
	16.6	Notice	121144
	16.7	Survival	123146
	16.8	Severability	123146
	16.9	Expenses	124146
	16.10	Injunctive
    Relief	124147
	16.11	Consequential
    Damages	124147
	16.12	Captions	124147
	16.13	Counterparts;
    Facsimile Signatures	124147
	16.14	Construction	125147
	16.15	Confidentiality;
    Sharing Information	125147
	16.16	[reserved]	125148
	16.17	Certifications
    from Banks and Participants; USA Patriot
    Act	125148
	16.18	Anti-terrorism
    Laws	126148
	16.19	New
    Second Priority Intercreditor Agreements
    126Agreement	149
	16.20	Reallocation
    of the Advances and the Commitment Amounts	149
	16.21	Section
    956 Matters	150








    vii 


     


    

LIST
OF EXHIBITS


 





	Exhibits	 	 
	 	 	 
	Exhibit 1.2	 	Borrowing Base Certificate
	Exhibit 1.2(a)	 	Compliance Certificate
	Exhibit 2.1(a)	 	Revolving Credit Note
	Exhibit 2.4(a)	 	Swing Loan Note
	Exhibit 5.5(b)	 	Financial Projections
	Exhibit 8.1(d)	 	Financial Condition Certificate
	Exhibit 16.3	 	Commitment Transfer Supplement












    viii 


     


    

Exhibit A


 


To Third
Amendment


 


REVOLVING
CREDIT


AND


SECURITY
AGREEMENT


 


Revolving
Credit and Security Agreement dated as of August 22, 2014 among ION GEOPHYSICAL CORPORATION, a Delaware corporation (“Geophysical”),
ION EXPLORATION PRODUCTS (U.S.A.) INC., a Delaware corporation (“Exploration”), I/O MARINE SYSTEMS,
INC., a Louisiana corporation (“Marine”), and GX TECHNOLOGY CORPORATION,
a Texas corporation (“GXT”), and GX GEOSCIENCE CORPORATION, S. DE R.L. DE C.V., a Sociedad de Responsibilidad Limitada
de Capital Variable organized under the laws of Mexico (“GX Mexico” and, together with Geophysical, Exploration,
Marine, GXT and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers”, and
each a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively,
the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”),
as agent for Lenders (PNC, in such capacity, together with its successors and assignees in such capacity, the “Agent”).


 


IN CONSIDERATION of the mutual covenants and
undertakings herein contained. Borrowers, Lenders and Agent hereby agree as follows:


 


	I.	DEFINITIONS.



 


1.1          Accounting Terms. As used in this Agreement, the Other Documents or any certificate,
report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere
in this Agreement shall have the respective meanings given to them under GAAP; provided, however, that whenever such
accounting terms are used for the purposes of determining compliance with the financial covenants in this Agreement, such accounting
terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrowers for the
fiscal year ended December 31, 2014. If there occurs after the Closing Date any change in GAAP that affects in any respect the
calculation of any covenant contained in this Agreement or the definition of any term defined under GAAP used in such calculations,
Agent, Lenders and Borrowers shall negotiate in good faith to amend the provisions of this Agreement that relate to the calculation
of such covenants with the intent of having the respective positions of Agent, Lenders and Borrowers after such change in GAAP
conform as nearly as possible to their respective positions as of the Closing Date, provided, that, until any such amendments have
been agreed upon, the covenants in this Agreement shall be calculated as if no such change in GAAP had occurred and Borrowers shall
provide additional financial statements or supplements thereto, attachments to Compliance Certificates and/or calculations regarding
financial covenants as Agent may reasonably require in order to provide the appropriate financial information required hereunder
with respect to Borrowers both reflecting any applicable changes in GAAP and as necessary to demonstrate compliance with the financial
covenants before giving effect to the applicable changes in GAAP.




    1


     


    

1.2        
General Terms. For
purposes of this Agreement the following terms shall have the following meanings:


 


“2016
Indenture” shall have the meaning set forth in the definition of 2016 Notes.


 


“2016
Notes” shall mean, individually and collectively, the 9.125% notes due 2021
originally issued by Geophysical pursuant to that certain Indenture,
dated as of April 28, 2016 (the “2016 Indenture”), among Geophysical, as issuer, the guarantors party thereto, Wilmington
Savings Fund Society, FSB, as trustee, and Wilmington Savings Fund Society, FSB, as collateral agent, as it may be amended, restated,
supplemented or otherwise modified from time to time. For the avoidance of doubt, the 2016
Notes shall at all times remain unsecured.


 


“2016
Notes Documents” shall mean, collectively, any 2016 Notes, the 2016 Indenture and all agreements, documents and instruments
executed or delivered in connection with any of the foregoing.


 


“Advance
Rates” shall have the meaning set forth in Section 2.1(a)(y)(v) hereof. “Advances” shall mean and
include the Revolving Advances, Letters of Credit and the


Swing Loans.


 


“Affected
Lender” shall have the meaning set forth in Section 3.11 hereof.


 


“Affiliate”
of any Person shall mean any Person which, directly or indirectly, is in control of, is controlled by, or is under common control
with such Person. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote 1025%
or more of the Equity Interests having ordinary voting power for the election of directors of such Person or other Persons performing
similar functions for any such Person, or (y) to direct or cause the direction of the management and policies of such Person whether
by ownership of Equity Interests, contract or otherwise.


 


“Agent”
shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.


 


“Agreement”
shall mean this Revolving Credit and Security Agreement, as the same may be amended, restated, supplemented or otherwise modified
from time to time.


 


“Alternate
Base Rate” shall mean, for any day, a rate per annum equal to the highest of (a) the Base
Rate in effect on such day, (b) the sum of the Federal Funds OpenOvernight
Bank Funding Rate in effect on such day plus one half of one percent (0.5%), and (c) the
sum of the Daily LIBOR Rate in effect on such day plus one percent (1.0%), so long as a Daily LIBOR Rate is offered, ascertainable
and not unlawful. Any change in the Alternate Base Rate (or
any component thereof) shall take effect at the opening of business on the day such change occurs.


 


“Alternate
Source” shall have the meaning set forth in the definition of Federal Funds
OpenOvernight Bank Funding Rate.




    2


     


    

“Anti-Terrorism
Laws” shall mean any Laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money
laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended,
supplemented or replaced from time to time.


 


“Applicable
Law” shall mean all laws, rules and regulations applicable to the Person, conduct, transaction, covenant, Other Document
or contract in question, including all applicable common law and equitable principles, all provisions of all applicable state,
federal and foreign constitutions, statutes, rules, regulations, treaties, directives and orders of any Governmental Body, and
all orders, judgments and decrees of all courts and arbitrators.


 


“Applicable
Margin” shall mean, as of the Third Amendment Effective Date and through and including the date immediately prior to
the first Adjustment Date (as defined below), (a) an amount equal to three percent (3.00%) for (i) Revolving Advances consisting
of Domestic Rate Loans, and (ii) Swing Loans and (b) an amount equal to four percent (4.00%) for Revolving Advances consisting
of LIBOR Rate Loans.


 


Effective
as of the date on which the quarterly financial statements of Borrowers on a consolidated and consolidating basis and related
Compliance Certificate required under Section 9.7 for the most recently completed fiscal year beginning with the fiscal year ended
December 31, 2018, and under Section 9.8 for the most recently completed fiscal quarter beginning with the fiscal quarter ended June
30, 2018, are due to be delivered (each day on which such delivery is due, an “Adjustment Date”), the Applicable
Margin for each type of Advance shall be adjusted, if necessary, to the applicable percent per annum set forth in the pricing table
below corresponding to the Leverage Ratio for the trailing four quarter period ending on the last day of the most recently completed
fiscal quarter prior to the applicable Adjustment Date:


 


	LEVERAGE RATIO	 	APPLICABLE 

MARGINS FOR 

DOMESTIC RATE 

LOANS	 	APPLICABLE 

MARGINS FOR LIBOR 

RATE LOANS
	Less than 2.0 to 1.0	 	2.00%	 	3.00%
	Greater than or equal to 2.0 to 1.0 but less than 3.0 to 1.0	 	2.50%	 	3.50%
	Greater than or equal to 3.0 to 1.0	 	3.00%	 	4.00%


 


If
Borrowers shall fail to deliver the financial statements, certificates and/or other information required under Section 9.8 by
the date required pursuant to such section, each Applicable Margin shall be conclusively presumed to equal the highest
Applicable Margin
specified in the pricing table set forth above until the date of delivery of such financial statements, certificates and/or other
information, at which time the rate will be adjusted based upon the Leverage Ratio reflected in such statements. Notwithstanding
anything to the contrary contained herein, (a) no downward adjustment in any Applicable Margin shall be made on any Adjustment
Date on which any Event of Default shall have occurred and be continuing, and (b) immediately and automatically upon the occurrence
of any Event of Default, each Applicable Margin shall increase to and equal the highest Applicable Margin specified in the pricing
table set forth above and shall continue at such highest Applicable Margin until the date (if any) on which such Event of Default
shall be waived in accordance with the provisions of this Agreement, at which time the rate will be adjusted based upon the Leverage
Ratio reflected on the most recently delivered financial statements and Compliance Certificate delivered by Borrowers to Agent
pursuant to Section 9.8. Any increase in interest rates and/or other fees payable by Borrowers under this Agreement and the Other
Documents pursuant to the provisions of the foregoing sentence shall be in addition to and independent of any increase in such
interest rates and/or other fees resulting from the occurrence of any Event of Default (including, if applicable, any Event of
Default arising from a breach of Section 9.8 hereof) and/or the effectiveness of the Default Rate provisions of Section 3.1 hereof
or the default fee rate provisions of Section 3.2 hereof.




    3


     


    



If,
as a result of any restatement of, or other adjustment to, the financial statements of Borrowers on a consolidated and consolidating
basis or for any other reason, Agent determines that (a) the Leverage Ratio as previously calculated as of any applicable date
for any applicable period was inaccurate, and (b) an accurate calculation of the Leverage Ratio for any such period would have
resulted in different pricing for such period, then (i) if the accurate calculation of the Leverage Ratio would have resulted in
a higher interest rate and/or fees (as applicable) for such period, automatically and immediately without the necessity of any
demand or notice by Agent or any other affirmative act of any party, the interest accrued on the applicable outstanding Advances
and/or the amount of the fees accruing for such period under the provisions of this Agreement and the Other Documents shall be
deemed to be retroactively increased by, and Borrowers shall be obligated to immediately pay to Agent for the ratable benefit of
Lenders an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount
of interest and fees actually paid for such period; and (ii) if the accurate calculation of the Leverage Ratio would have resulted
in a lower interest rate and/or fees (as applicable) for such period, then the interest accrued on the applicable outstanding Advances
and the amount of the fees accruing for such period under the provisions of this Agreement and the Other Documents shall be deemed
to remain unchanged, and Agent and Lenders shall have no obligation to repay interest or fees to the Borrowers; provided, that,
if as a result of any restatement or other event or other determination by Agent an accurate calculation of the Leverage Ratio
would have resulted in a higher interest rate and/or fees (as applicable) for one or more periods and a lower interest rate and/or
fees (as applicable) for one or more other periods (due to the shifting of income or expenses from one period to another period
or any other reason), then the amount payable by Borrowers pursuant to clause (i) above shall be based upon the excess, if any, of the
amount of interest and fees that should have been paid for all applicable periods over the amounts of interest and fees actually
paid for such periods.




    4


     


    


“Approvals” shall
have the meaning set forth in Section 5.7(b) hereof.


 


“Approved
Electronic Communication” shall mean each notice, demand, communication, information, document and other material transmitted,
posted or otherwise made or communicated by e-mail, E-Fax, the StuckyNet System©, or any other equivalent electronic service
agreed to by Agent, whether owned, operated or hosted by Agent, any Lender, any of their Affiliates or any other Person, that any
party is obligated to, or otherwise chooses to, provide to Agent pursuant to this Agreement or any Other Document, including any
financial statement, financial and other report, notice, request, certificate and other information material; provided that Approved
Electronic Communications shall not include any notice, demand, communication, information, document or other material that Agent
specifically instructs a Person to deliver in physical form.


 


“Approved
License” shall mean any agreement or other arrangement under Applicable Law between any Borrower and a Licensor pursuant
to which (a) such Borrower is authorized to use or subsequently license any portion of or discrete collection of seismic data included
in the Multi-Client Data Library subject to any such agreement or other arrangement under Applicable Law, as applicable and (b)
Agent is granted or may obtain the right, vis-á-vis such Licensor, whether with or without the consent of the Licensor,
to use, license, sell or otherwise dispose of any such portion of or such discrete collection of seismic data included in the Multi-Client
Data Library.


 


“Base
Rate” shall mean the base commercial lending rate of PNC as publicly announced to be in effect from time to time, such
rate to be adjusted automatically, without notice, on the effective date of any change in such rate. This rate of interest is determined
from time to time by PNC as a means of pricing some loans to its customers and is neither tied to any external rate of interest
or index nor does it necessarily reflect the lowest rate of interest actually charged by PNC to any particular class or category
of customers of PNC.


 


“Beneficial
Owner” shall mean, for each Borrower, each of the following: (a) each individual, if any, who, directly or indirectly,
owns 25% or more of such Borrower’s Equity Interests; and (b) a single individual with significant responsibility to control,
manage, or direct such Borrower.


 


“Benefited Lender”
shall have the meaning set forth in Section 2.6(e) hereof.


 


“Blocked Accounts” shall have the meaning set forth
in Section 4.8(h) hereof.


 


“Borrower”
and “Borrowers” shall have the meanings set forth in the preamble to this Agreement and shall extend to all
permitted successors and assigns of such Persons.


 


“Borrowers
on a Consolidated Basis” shall mean the consolidation in accordance with GAAP of the accounts or other items of Borrowers
and their respective Subsidiaries.




    5


     


    

“Borrowers’ Account”
shall have the meaning set forth in Section 2.10 hereof.


 


“Borrowing Agent” shall mean Geophysical.


 


“Borrowing Base Certificate”
shall mean a certificate in substantially the form of Exhibit 1.2 hereto duly executed by the President, Chief Executive Officer,
Chief Financial Officer, Treasurer or Controller of Borrowing Agent and delivered to the Agent, appropriately completed, by which
such officer shall certify to Agent the Formula Amount and calculation thereof as of the date of such certificate.


 


“Business
Day” shall mean any day other than Saturday or Sunday or a legal holiday on which commercial banks are authorized or
required by law to be closed for business in East Brunswick, New Jersey and, if the applicable Business Day relates to any LIBOR
Rate Loans, such day must also be a day on which dealings are carried on in the London interbank market.


 


“Capital
Expenditures” shall mean expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements
(or of any replacements or substitutions thereof or additions thereto) which have a useful life of more than one year and which,
in accordance with GAAP, would be classified as capital expenditures. Capital Expenditures shall include the total principal portion
of Capitalized Lease Obligations.


 


“Capitalized
Lease Obligation” shall mean any Indebtedness represented by obligations under a lease that is required to be capitalized
for financial reporting purposes in accordance with GAAP.


 


“Cash
Dominion Trigger Event” shall mean (a) the occurrence and continuance of an Event of Default or (b) Excess Availability
is less than (i) $6,250,000 for five (5) consecutive Business Days or (ii) $5,000,000 on any given Business Day; provided
that a Cash Dominion Trigger Event shall cease to exist, with respect to clause (a) above, upon the waiver of the applicable Event
of Default, and with respect to clause (b) above, when Borrowers have Excess Availability, for sixty (60) consecutive days, exceeding
$15,000,000.


 


“Cash
Management Products and Services” shall mean agreements or other arrangements under which Agent or any Lender or
any Affiliate of Agent or a Lender provides any of the following products or services to any Borrower: (a) credit cards; (b)
credit card processing services; (c) debit cards and stored value cards; (d) commercial cards; (e) ACH transactions; and
(f)  cash management and treasury management services
and products, including without limitation controlled disbursement accounts or services, lockboxes, automated clearinghouse
transactions, overdrafts, interstate depository network services. The indebtedness, obligations and liabilities of any
Borrower to the provider of any Cash Management Products and Services (including all obligations and liabilities owing to
such provider in respect of any returned items deposited with such provider) (the “Cash
Management Liabilities”) shall be “Obligations” hereunder, guaranteed obligations under the Guaranty
and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for
purposes of each of the Other Documents. The Liens securing the Cash Management Products and Services shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express
provisions of Section 11.5.




    6


     


    

“Cash
Management Liabilities” shall have the meaning provided in the definition of “Cash Management Products and Services.”


 


“CEA”
shall mean the Commodity Exchange Act (7 U.S.C.§1 et seq.), as amended from time to time, and any successor statute.


 


“CFTC” shall mean
the Commodity Futures Trading Commission.


 


“CERCLA”
shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9601
et seq.


 


“Certificate
of Beneficial Ownership” shall mean, for each Borrower, a certificate in form and substance acceptable to Agent (as amended
or modified by Agent from time to time in its sole discretion), certifying, among other things, the Beneficial Owner of such Borrower.


 


“Change
in Law” shall mean the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect
of any Applicable Law; (b) any change in any Applicable Law or in the administration, implementation, interpretation or application
thereof by any Governmental Body; or (c)the making or issuance of any request, rule, guideline or directive (whether or not having
the force of law) by any Governmental Body; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives
thereunder or issued in connection therewith (whether or not having the force of Applicable Law) and (y) all requests, rules, regulations,
guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having
the force of law), in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date
enacted, adopted, issued, promulgated or implemented.


 


“Change
of Control” shall mean: (a) any person or group of persons (within the meaning of Section 13(d) or 14(a) of the Exchange
Act) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under the Exchange Act)
of 40% or more of the voting Equity Interests of Geophysical; (b) during any period of 12 consecutive months, a majority of the
members of the board of directors of Geophysical cease to be composed of individuals (i) who were members of that board or equivalent
governing body on the first day of such period, (ii) whose election or nomination to that board was approved by individuals referred
to in clause (i) above constituting at the time of such election or nomination at least a majority of that board, or (iii) whose
election or nomination to that board was approved by individuals referred to in clauses (i) and (ii) above constituting at the
time of such election or nomination at least a majority of that board; (c) any merger, consolidation or sale of substantially
all of the property or assets of Geophysical; and (d) the occurrence of a “change of control” under any of the
New Second Priority Notes Documents.
Notwithstanding the foregoing, a “change of control”
shall not be deemed to have occurred as a result of (i) Geophysical’s issuance of Equity Interests designated as “Common
Stock” in connection with the consummation of the Exchange Offer or the Rights Offering (in each case, as defined in the
New Second Priority Notes Indenture, as in effect on April 20, 2021), or (ii) the conversion of any New Second Priority Notes
into Equity Interests of Geophysical designated as “Common Stock”.




    7


     


    


“Charges”
shall mean all taxes, charges, fees, imposts, levies or other assessments, including all net income, gross income, gross receipts,
sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment,
social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments,
liens, claims and charges of any kind whatsoever, together with any interest and any penalties,
additions to tax or additional amounts, imposed by any taxing or other authority, domestic or foreign (including the Pension Benefit
Guaranty Corporation or any environmental agency or superfund), upon the Collateral or any Loan Party.


 


“CIP
Regulations” shall have the meaning set forth in Section 14.12 hereof.


 


“Closing Date” shall mean August
22, 2014.


 


“Code”
shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute
of similar import, and the rules and regulations thereunder, as from time to time in effect.


 


“Collateral”
shall mean and include all right, title and interest of each Loan Party in, to and under all of the following property and assets
of such Loan Party, in each case whether now existing or hereafter arising or created and whether now owned or hereafter acquired
and wherever located:


 


(a)          all
Receivables;


 


(b)         all
equipment and fixtures;


 


(c)         all
general intangibles (including all payment intangibles and all software) and all supporting obligations related thereto;


 


(d)         all
Inventory;


 


(e)         all
Subsidiary Stock, securities, investment property, and financial assets;


 


(f)          all
contract rights, rights of payment which have been earned under a contract rights, chattel paper (including electronic chattel
paper and tangible chattel paper), commercial tort claims (whether now existing or hereafter arising); documents (including all
warehouse receipts and bills of lading), deposit accounts, goods, instruments (including promissory notes), letters of credit
(whether or not the respective letter of credit is evidenced by a writing) and letter-of-credit rights, cash, certificates of
deposit, insurance proceeds (including hazard, flood and credit insurance), security agreements, eminent domain proceeds, condemnation
proceeds, tort claim proceeds and all supporting obligations;


 


(g)         all ledger sheets, ledger cards, files, correspondence, records, books of account, business
papers, computers, computer software (owned by any Loan Party or in which it has an interest), computer programs, tapes, disks and documents, including all of
such property relating to the property described in clauses (a) through (h) of this definition; and




    8


     


    


(h)         all
proceeds and products of the property described in clauses (a) through (i)
of this definition, in whatever form.


 


(i)          It is the intention of the parties that if Agent shall fail to have a perfected Lien
in any particular property or assets of any Loan Party for any reason whatsoever, but the provisions of this Agreement and/or of
the Other Documents, together with all financing statements and other public filings relating to Liens filed or recorded by Agent
against any of the Loan Parties, would be sufficient to create a perfected Lien in any property or assets that such Loan Party
may receive upon the sale, lease, license, exchange, transfer or disposition of such particular property or assets, then all such
 “proceeds” of such particular property or assets shall be included in the Collateral as original collateral that is
the subject of a direct and original grant of a security interest as provided for herein and in the Other Documents (and not merely
as proceeds (as defined in Article 9 of the Uniform Commercial Code) in which a security interest is created or arises solely pursuant
to Section 9-315 of the Uniform Commercial Code).


 


Notwithstanding
the forgoing, Collateral shall not include any Excluded Property, any Excluded Equity and any Excluded Account.


 


“Commitment
Transfer Supplement” shall mean a document in the form of Exhibit 16.3 hereto, properly completed and otherwise in form
and substance satisfactory to Agent by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders
to make Advances under this Agreement.


 


“Compliance
Authority” means each and all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial
Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau
of Industry and Security, (e) U.S. Internal Revenue Service, (f) U.S. Justice Department, and (g) U.S. Securities and Exchange
Commission


 


“Compliance
Certificate” shall mean a compliance certificate substantially in the form of Exhibit 1.2(a) hereto to be signed by the
Chief Executive Officer, Chief Financial Officer, Treasurer or Controller of Borrowing Agent.


 


“Consents”
shall mean all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental
Bodies and other third parties, domestic or foreign, necessary to carry on any Borrower’s business or necessary (including to avoid
a conflict or breach under any agreement, instrument, other document, license, permit or other authorization) for the execution,
delivery or performance of this Agreement and the Other Documents, including any Consents required under all applicable federal,
state or other Applicable Law.


 


“Consigned
Inventory” shall mean Inventory of any Borrower that is in the possession of another Person on a consignment, sale or
return, or other basis that does not constitute a final sale and acceptance of such Inventory.




    9


     


    

“Contract
Rate” shall have the meaning set forth in Section 3.1 hereof.


 


“Control
Account Bank” shall have the meaning set forth in Section 4.8(h) hereof.


 


“Controlled
Group” shall mean, at any
tradetime,
each Borrower and all members of a controlled group of corporations and all trades or businessbusinesses (whether or not incorporated) thatunder
common control and all other entities which, together with any Borrower, is
treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section
412 of the Code, isare treated
as a single employer under Section 414 of the Code.


 


“Covenant
Testing Trigger Event” shall mean (a) the occurrence and continuance of an Event of Default or (b) Excess Availability
is less than (i) $6,250,000 for five (5) consecutive Business Days or (ii) $5,000,000 on any given Business Day; provided that
a Covenant Testing Trigger Event shall cease to exist, with respect to clause (a) above, upon the waiver of the applicable Event
of Default, and with respect to clause (b) above, when Borrowers have Excess Availability, for sixty (60) consecutive days, exceeding
$15,000,000; provided, that a Covenant Testing Trigger Event shall not occur if Borrowers’ unencumbered (other than the lien
of Agent) cash maintained in a Deposit Account established with PNC is greater than the then outstanding Obligations.


 


“Covered
Entity” shall mean (a) each Borrower, each other Loan Party and each Borrower’s and each other Loan Party’s respective
Subsidiaries and Affiliates,
all Guarantors and all pledgors of Collateral and (b) each Person that, directly or indirectly, is in control of a Person described
in clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of,
or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of
directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction
of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.


 


“Credit
Rating” means the rating assigned by a Rating Agency to the senior unsecured long term Indebtedness of a Person.


 


“Customer”
shall mean and include the account debtor with respect to any Receivable and/or the prospective purchaser of goods, services or
both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or
other arrangement with any Borrower, pursuant to which such Borrower is to deliver any personal property or perform any services.


 


“Customs”
shall have the meaning set forth in Section 2.13(b) hereof.


 


“Daily
LIBOR Rate” shall mean for any day, the rate per annum determined by the Agent by dividing (x) the Published Rate by
(y) a number equal to 1.00 minus the Reserve Percentage.


 


“Debt
Payments” shall mean for any period, in each case, all cash actually expended by any Borrower to make: (a) interest
payments on any Advances hereunder, plus (b) payments for all fees, commissions and charges set forth herein, plus
(c) payments on Capitalized Lease Obligations, plus (d) payments with respect to any other
Indebtedness for borrowed money, including New Second
Priority Debt.




    10


     


   
“Default”
shall mean an event, circumstance or condition which, with the giving of notice or passage of time or both, would constitute an
Event of Default.


 


“Default Rate” shall
have the meaning set forth in Section 3.1 hereof.


 


“Defaulting
Lender” shall mean any Lender that: (a) has failed, within two (2) Business Days of the date required to be funded or
paid, to (i) fund any portion of its Revolving Commitment Percentage, as applicable, of Advances, (ii) if applicable, fund any
portion of its Participation Commitment in Letters of Credit or Swing Loans or (iii) pay over to Agent, Issuer, Swing Loan Lender
or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies
Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding
(specifically identified and including a particular Default or Event of Default, if any) has not been satisfied; (b) 
has notified Borrowers or Agent in writing, or has made a public statement to the effect, that it does not intend or expect
to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such
position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including
a particular Default or Event of Default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under
other agreements in which it commits to extend credit; (c) has failed, within two (2) Business Days after request by Agent or
Borrowing Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it
will comply with its obligations (and is financially able to meet such obligations) to fund prospective Advances and, if applicable,
participations in then outstanding Letters of Credit and Swing Loans under this Agreement, provided that such Lender shall
cease to be a Defaulting Lender pursuant to this clause (c) upon Agent’s receipt of such certification in form and substance satisfactory
to the Agent; (d) has become the subject of an Insolvency Event; or (e) has failed at any time to comply with the provisions of
Section 2.6(e) with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment received,
whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Lenders.


 


“Depository Accounts”
shall have the meaning set forth in Section 4.8(h) hereof.


 


“Designated Lender” shall have the meaning set forth
in Section 16.2(d) hereof.


 


“Disqualified
Equity Interest” shall mean, with respect to any Person, any Equity Interest of such Person that, by its terms, or by
the terms of any Equity Interest into which it is convertible or for which it is putable or exchangeable, or upon the happening
of any event, matures or is mandatorily redeemable (other than solely for Equity Interests that are not Disqualified Equity Interests),
other than as a result of a change of control or asset sale, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof (other than as a result of a change of control or asset sale to the extent the terms of such
Equity Interests provide that such Equity Interests shall not be required to be repurchased or redeemed until the Maturity Date
has occurred or such repurchase or redemption is otherwise permitted by this Agreement
(including as a result of a waiver hereunder)), in whole or in part, in each case prior to the date that is ninety-one (91) days
after the Maturity Date hereunder; provided that, if such Equity Interests are issued to any plan for the benefit of employees
of any Borrower or its Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified
Equity Interests solely because it may be required to be repurchased by any Borrower or its Subsidiaries in order to satisfy applicable
statutory or regulatory obligations; provided, further, that any Equity Interests held by any future, present or
former employee, director, manager or consultant of any Borrower, any of its Subsidiaries or any Parent or any other entity in
which any Borrower or Subsidiary has an Investment and is designated in good faith as an “affiliate” by the board of
directors or managers of the Borrowing Agent, in each case pursuant to any equity holders’ agreement, management equity plan or
stock incentive plan or any other management or employee benefit plan or agreement, shall not constitute Disqualified Equity Interests
solely because it may be required to be repurchased by a Borrower or any of its Subsidiaries.




    11


     


    



“Document”
shall have the meaning given to the term “document” in the Uniform Commercial Code.


 


“Dollar”
and the sign “$” shall mean lawful money of the United States of America.


 


“Domestic Rate
Loan” shall mean any Advance that bears interest based upon the Alternate Base Rate.


 


“Domestic
Receivables Advance Rate” shall have the meaning set forth in Section 2.l(a)(y)(i) hereof.


 


“Drawing Date” shall
have the meaning set forth in Section 2.14(b) hereof.


 


“EBITDA”
shall mean for any period with respect to Borrowers on a Consolidated Basis, the sum of (a) net income (or loss) for such period
(excluding extraordinary gains and losses), plus (b) to the extent deducted from net income for such period, without duplication,
(i) all interest expense for such period, plus (ii) all charges against income for such period for federal, state and local
taxes, plus (iii) depreciation expenses for such period, plus (iv) amortization expenses for such period, plus
(v) all non-cash charges for such period; provided, that, EBITDA in respect of Borrowers shall not include EBITDA of the
Permitted Joint Venture except to the extent the Permitted Joint Venture has positive EBITDA and only to the extent cash is actually
distributed by the Permitted Joint Venture to a Borrower or Loan Party. EBITDA of any Person acquired in a Permitted Acquisition
subsequent to the Closing Date shall be, as of the date of acquisition, without duplication, such Person’s consolidated EBITDA
calculated for the most recently completed twelve month period ended prior to such acquisition and, thereafter, its consolidated
EBITDA calculated on a rolling four (4) quarter basis.


 


“Effective
Date” means the date indicated in a document or agreement to be the date on which such document or agreement becomes
effective, or, if there is no such indication, the date of execution of such document or agreement.


 


“Eligibility
Date” shall mean, with respect to each Borrower and Guarantor and each Swap, the date on which this Agreement or any
Other Document becomes effective with respect to such Swap
(for the avoidance of doubt, the Eligibility Date shall be the Effective Date of such Swap if this Agreement or any Other Document
is then in effect with respect to such Borrower or Guarantor, and otherwise it shall be the Effective Date of this Agreement and/or
such Other Document(s) to which such Borrower or Guarantor is a party).




    12


     


    



“Eligible
Contract Participant” shall mean an “eligible contract participant” as defined in the CEA and regulations
thereunder.


 


“Eligible
Multi-Client Data Library Asset” shall mean and include each portion of, or discrete collection of seismic data included
in, the Multi-Client Data Library (whether owned by or subject to an Approved License in favor of one or more of the Borrowers
and including, with respect to any joint data acquisition program, the portion thereof attributable to any Borrower) that the Agent,
in its Permitted Discretion, shall deem to be eligible for inclusion in the Formula Amount. A Multi-Client Data Library shall not
be deemed eligible unless such Multi-Client Data Library is subject to Agent’s first priority perfected security interest and no
other Lien (other than Permitted Encumbrances).


 


“Eligible
Domestic Receivables” shall mean and include, each Receivable of a Borrower arising in the Ordinary Course of Business
and which Agent, in its Permitted Discretion, shall deem to be an Eligible Domestic Receivable. A Receivable shall not be deemed
eligible unless such Receivable is subject to Agent’s first priority perfected security interest and no other Lien (other than
Permitted Encumbrances), and is evidenced by an invoice or other documentary evidence satisfactory to Agent. In addition, no Receivable
shall be an Eligible Domestic Receivable if:


 


(a)         it arises out of a sale made by any Borrower to an Affiliate of any Borrower (other
than an Affiliate listed on Schedule 1.2(a) as in effect on the Closing Date and as may be supplemented from time to time thereafter
with the prior consent of the Agent (such consent not to be unreasonably conditioned, withheld or delayed));


 


(b)         it is due or unpaid more than ninety (90) days after the original invoice date or sixty
(60) days after the original due date;


 


(c)         fifty percent (50%) or more of the Receivables from such Customer are not deemed Eligible
Domestic Receivables under the foregoing clause (b);


 


(d)         any covenant, representation or warranty contained in this Agreement with respect to
such Receivable has been breached in any material respect;


 


(e)         an
Insolvency Event shall have occurred with respect to such Customer;


 


(f)          the sale is to a Customer having its chief executive office or corporate headquarters
outside the continental United States of America and Canada, unless the sale is on letter of credit, guaranty or acceptance terms,
in each case acceptable to Agent in its Permitted Discretion;


 


(g)         the
sale to the Customer is (i) on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase
or return basis or is evidenced by chattel paper or (ii) made in connection with a Joint Data Acquisition Program (unless, in
the case of this clause (ii). Agent in its sole discretion agrees that the Receivable arising therefrom shall be an Eligible Domestic
Receivable);




    13


     


    


(h)         Agent
believes, in its Permitted Discretion, that collection of such Receivable is insecure or that such Receivable may not be paid
by reason of the Customer’s financial inability to pay;


 


(i)          the
Customer is the United States of America, any state or any department, agency or instrumentality of any of them, unless the applicable
Borrower assigns its right to payment of such Receivable to Agent pursuant to the Assignment of Claims Act of 1940, as amended
(31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.) or has otherwise complied with other applicable statutes
or ordinances;


 


(j)          the
goods giving rise to such Receivable have not been delivered to and accepted by the Customer or the services giving rise to such
Receivable have not been performed by the applicable Borrower and accepted by the Customer or the Receivable otherwise does not
represent a final sale;


 


(k)         the aggregate amount of Receivables owing by the Customer constitutes: (i) if such Customer
has an Investment Grade Rating, more than 30% of the aggregate amount of all otherwise Eligible Domestic Receivables, Eligible
Foreign Receivables and Eligible Unbilled Receivables; and (ii) if such Customer does not have an Investment Grade Rating, more
than 20% of the aggregate amount of all otherwise Eligible Domestic Receivables, Eligible Foreign Receivables and Eligible Unbilled
Receivables; provided that, in each case, the portion of the Receivables of any Customer not in excess of the applicable
percentage for such Customer that otherwise satisfies the criteria set forth herein will be deemed Eligible Domestic Receivables,
Eligible Foreign Receivables or Eligible Unbilled Receivables, as the case may be;


 


(l)          (i) the Receivable is subject to any offset, deduction, defense, dispute, credits or
counterclaim, but only to the extent of such offset, deduction, defense, dispute, credits or counterclaim, (ii) the Customer is
also a creditor or supplier of a Borrower and such Borrower then owes such Customer any amount in respect of an account payable,
but only to the extent of the amount of such account payable or (iii) the Receivable is contingent (as determined in accordance
with GAAP consistent with such Borrowers’ past practices) in any respect or for any reason;


 


(m)        the
applicable Borrower has made any agreement with any Customer for any deduction therefrom, except for discounts or allowances made
in the Ordinary Course of Business for prompt payment, all of which discounts or allowances are reflected in the calculation of
the face value of each respective invoice related thereto;


 


(n)         any
return, rejection or repossession of the merchandise has occurred or the rendition of services has been disputed in any material
respect; or


 


(o)         such
Receivable is not payable to a Borrower.




    14


     


    

“Eligible
Foreign Receivables” shall mean Receivables that satisfy the requirements of Eligible Domestic Receivables, except for
one or more of clauses (b), (c) and (f) of such definition, provided that such Receivable is (a) not due or unpaid more
than one hundred twenty (120) days after the original invoice date or ninety (90) days after the original due date, (b) owing
by any Customer, fifty percent (50%) or more of the Receivables from which Customer are deemed ineligible under the foregoing
clause (a), and (c) credit insured (the insurance carrier, amount and terms of such insurance shall be acceptable to Agent in
its Permitted Discretion and shall name Agent as beneficiary or loss payee, as applicable). For the avoidance of doubt, Agent
may in its Permitted Discretion establish reserves in respect of any co-insurance or deductible amount under any credit insurance
policy; provided, that the aggregate amount advanced pursuant to Section 2.1(a)(y) in respect of Eligible Foreign Receivables
related to GX Mexico shall not exceed $5,000,000 at any one time.


 


“Eligible
Unbilled Receivables” shall mean Receivables that satisfy the requirements of Eligible Domestic Receivables or Eligible
Foreign Receivables, as applicable, except that an invoice for such Receivable has not been issued, provided that: (a) such
Receivable is credit insured (the insurance carrier, amount and terms of such insurance shall be acceptable to Agent in its Permitted
Discretion and shall name Agent as beneficiary or loss payee, as applicable), (b) with respect to licenses of completed multi-client
data library projects, (i) a signed final master geophysical data license agreement and accompanying supplemental license agreement
or letter of commitment have been returned by the customer, (ii) the purchase price for the license has been fixed, (iii) delivery
or performance has occurred, and (iv) no significant uncertainty exists as to the customer’s obligation, willingness or ability
to pay; (c) with respect to multi-client data acquisition projects in process, proprietary data acquisition projects in process,
data processing projects, data imaging services and other related services, (i) persuasive evidence of an arrangement exists, (ii)
the price has been fixed, and (iii) collectability is reasonably assured; (d) with respect to sales of seismic data acquisition
systems and other seismic equipment, (i) evidence of an arrangement exists, (ii) the price to the customer has been fixed, (iii)
collectability is reasonably assured, and (iv) the acquisition system or other seismic equipment has been delivered to the customer
and risk of ownership has passed to the customer, or, in the case in which a substantive customer-specified acceptance clause exists
in the contract, if later, the customer-specified acceptance has been obtained; and (e) with respect to sales of navigation, survey
and quality control software systems, (i) evidence of an arrangement exists, (ii) the price to the customer has been fixed, (iii)
collectability is reasonably assured, and (iv) the software has been delivered to the customer and risk of ownership has passed
to the customer, or, in the case in which a substantive customer-specified acceptance clause exists in the contract, if later,
the customer-specified acceptance has been obtained. For the avoidance of doubt, Agent may in its Permitted Discretion establish
reserves in respect of any co-insurance or deductible amount under any credit insurance policy.


 


“Eligible
Inventory” shall mean and include Inventory, excluding work in process (for the avoidance of doubt, raw materials
and finished goods in the possession, under the control or located at the premises of a third party processor shall be deemed
 “work in process” for the purposes hereof), valued at the lower of cost or market value, determined by the
Borrowing Agent in accordance with its customary accounting procedures, and which Agent, in its Permitted Discretion, shall
deem to be Eligible Inventory. Inventory shall not be deemed eligible unless such Inventory is subject to Agent’s first
priority perfected security interest and no other Lien (other
than Permitted Encumbrances). In addition, Inventory shall not be Eligible Inventory if it: (a) does not conform to all applicable
standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof; (b) is in-transit
from a location outside the United States to any location within the United States or is in-transit within the United States (other
than between locations of Borrowers); (c) is located outside the continental United States; (d) constitutes Consigned Inventory;
(e) is the subject of an Intellectual Property Claim; (f) is subject to a License Agreement that limits, conditions or restricts
the applicable Borrower’s or Agent’s right to sell or otherwise dispose of such Inventory, unless Agent is a party to a Licensor/Agent
Agreement with the Licensor under such License Agreement (or Agent shall agree otherwise in its Permitted Discretion after establishing
reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion); (g) is
situated at a location not owned by a Borrower unless such location is listed on Schedule 4.4 and the owner or occupier of such
location has executed in favor of Agent a Lien Waiver Agreement (provided that if a Borrower has not obtained a Lien Waiver
Agreement after using commercially reasonable efforts to do so, Agent shall establish a reserve not to exceed the amount of three
(3) month’s rent for such location against the Formula Amount with respect to Inventory held at such location as Agent shall
deem appropriate in its Permitted Discretion); or (h) or if the sale of such Inventory would result in an ineligible Receivable.




    15


     


    





“Embargoed
Property” shall mean any property (a) in which a Sanctioned Person holds an interest; (b) beneficially owned, directly or
indirectly, by a Sanctioned Person; (c) that is due to or from a Sanctioned Person; (d) that is located in a Sanctioned Jurisdiction;
or (e) that would otherwise cause any actual or possible violation by the Agent of any applicable Anti-Terrorism Law if the Agent
were to obtain an encumbrance on, lien on, pledge of or security interest in such property or provide
services in consideration of such property.


 


“Environmental
Complaint” shall have the meaning set forth in Section 9.3(b) hereof.


 


“Environmental
Laws” shall mean all federal, state and local environmental, land use, zoning, health, chemical use, safety and sanitation
laws, statutes, ordinances and codes as well as common laws, relating to the protection of the environment, human health and/or
governing the use, storage, treatment, generation, transportation, processing, handling, production or disposal of Hazardous Materials
and the rules, regulations, policies, guidelines, interpretations, decisions, orders and directives of federal, state, international
and local governmental agencies and authorities with respect thereto.


 


“Equity
Interests” shall mean, with respect to any Person, any and all shares, rights to purchase, options, warrants, general,
limited or limited liability partnership interests, member interests, participation or other equivalents of or interest in (regardless
of how designated) equity of such Person, including partes sociales in terms of the Mexican General Corporation and Partnership
Law (Ley General de Sociedades Mercantiles), whether voting or nonvoting, including common stock, preferred stock, convertible
securities or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations
promulgated by the SEC under the Exchange Act), including in each case all of the following rights relating to such Equity Interests,
whether arising under the Organizational Documents of the Person issuing such Equity Interests (the “issuer”) or under
the applicable laws of such issuer’s jurisdiction of organization relating to the formation, existence and governance of corporations,
limited liability companies
or partnerships or business trusts or other legal entities, as the case may be: (i) all economic rights (including all rights to
receive dividends and distributions) relating to such Equity Interests; (ii) all voting rights and rights to consent to any particular
action(s) by the applicable issuer; (iii) all management rights with respect to such issuer; (iv) in the case of any Equity Interests
consisting of a general partner interest in a partnership, all powers and rights as a general partner with respect to the management,
operations and control of the business and affairs of the applicable issuer; (v) in the case of any Equity Interests consisting
of the membership/limited liability company interests of a managing member in a limited liability company, all powers and rights
as a managing member with respect to the management, operations and control of the business and affairs of the applicable issuer;
(vi) all rights to designate or appoint or vote for or remove any officers, directors, manager(s), general partner(s) or managing
member(s) of such issuer and/or any members of any board of members/managers/partners/directors that may at any time have any rights
to manage and direct the business and affairs of the applicable issuer under its Organizational Documents as in effect from time
to time or under Applicable Law; (vii) all rights to amend the Organizational Documents of such issuer; (viii) in the case of any
Equity Interests in a partnership or limited liability company, the status of the holder of such Equity Interests as a “partner”,
general or limited, or “member” (as applicable) under the applicable Organizational Documents and/or Applicable Law;
and (ix) all certificates evidencing such Equity Interests.




    16


     


    



“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time and
the rules and regulations promulgated thereunder.


 


“Event
of Default” shall have the meaning set forth in Article X hereof.


 


“Excess
Availability” at a particular date shall mean an amount equal to (a) the Maximum Borrowing Amount, minus (b) the
sum of (i) the outstanding amount of Advances plus (ii) fees and expenses incurred in connection with the Transactions for
which Borrowers are liable but which have not been paid or charged to Borrowers’ Account.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


“Excluded
Accounts” shall mean (a) each deposit account or securities account listed on Schedule 1.2(b), (b) each Joint Data
Acquisition Program Account and (c) each other deposit account or securities account securing reimbursement obligations with
respect to any letter of credit permitted by clause (i) of the definition of “Permitted Indebtedness”.


 


“Excluded
Equity” shall mean all Equity Interests owned by a Borrower that do not constitute Subsidiary Stock, including any Equity
Interests in the Permitted Joint Venture.


 


“Excluded
Hedge Liability or Liabilities” shall mean, with respect to each Borrower and Guarantor, each of its Swap Obligations
if, and only to the extent that, all or any portion of this Agreement or any Other Document that relates to such Swap Obligation
is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Borrower’s and/or Guarantor’s
failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary
contained in the foregoing or in any other provision
of this Agreement or any Other Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under
a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation that is
attributable to Swaps for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations
or order of the CFTC, solely as a result of the failure by such Borrower or Guarantor for any reason to qualify as an Eligible
Contract Participant on the Eligibility Date for such Swap; (b) if a guarantee of a Swap Obligation would cause such obligation
to be an Excluded Hedge Liability but the grant of a security interest would not cause such obligation to be an Excluded Hedge
Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes
of the grant of the security interest; and (c) if there is more than one Borrower or Guarantor executing this Agreement or the
Other Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not
all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable
to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular
Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.




    17


     


    


“Excluded
Property” shall mean each of the following: (a) any asset or property right of any Borrower or Guarantor of any nature:
(i) if the grant of a security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of
such asset or property right or such Borrower’s or Guarantor’s loss of use of such asset or property right or (B) a breach, termination
or default under any lease, license, contract or agreement (other than to the extent that any such term would be rendered ineffective
pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction
or any other applicable law (including the United States Bankruptcy Code) or principles of equity) to which such Borrower or Guarantor
is party; and (ii) to the extent that any Applicable Law prohibits the creation of a security interest thereon (other than to
the extent that any such term would be rendered ineffective pursuant to any Applicable Law or principles of equity); (b) Equity
Interests of any Foreign Subsidiary that is a controlled foreign corporation within the meaning of Section 957 of the U.S. Internal
Revenue Code of 1986, as amended, and that is directly owned by any Borrower or Guarantor, and Equity Interests of any disregarded
entity owner (direct or indirect through one or more other disregarded entities) of a Foreign Subsidiary that is a controlled
foreign corporation within the meaning of Section 957 of the U.S. Internal Revenue Code of 1986, as amended, other than, in each
case, 65% of the outstanding Voting Stock of such Foreign Subsidiary or such disregarded entity owner, and (y) all Equity Interests
of Foreign Subsidiaries not directly owned by any Borrower or Guarantor; (c) any applications for trademarks or service marks
filed in the United States Patent and Trademark Office (the “PTO”) pursuant to 15 U.S.C. § 1051 Section 1(b)
unless and until evidence of use of the mark in interstate commerce is submitted to the PTO pursuant to 15 U.S.C. § 1051
Section 1(c) or Section 1(d); (d) fixed or capital assets owned by any Borrower or Guarantor that is subject to a capital lease
or purchase money obligations, in each case permitted to be incurred pursuant to Sections 7.2 and 7.8 hereof if the contract or
other agreement in which such Lien is granted prohibits the creation of any other Lien on such fixed or capital assets, but only
for so long as such prohibition is in effect and only with respect to the portion of such fixed or capital assets as to which
such other Lien attaches and such prohibition applies; (e) motor vehicles; (f) any Equity Interest of any Subsidiary to the extent
(and only to the extent) that in the reasonable judgment of Borrowing Agent, if such Equity Interest were not excluded from the
Collateral then Rule 3-16 or Rule 3-10 of Regulation S-X under the Securities Act would require the filing of separate financial
statements of such Subsidiary with the SEC (or any other governmental agency) in connection with a registration of any of the
Second Priority2016
Notes, the New Second
Priority Notes or any other Junior Priority Debt Documents evidencing Junior Priority Debt
under the Securities Act; (g) de minimis or immaterial assets for which perfection of the security could not be obtained without
unreasonable cost and expense or under Applicable Law; (h) unless such real property and fixtures (1) secure any New
Second Priority Notes or any other Junior Priority Debt Documents evidencing Junior Priority
Debt and (2) have a fair market value in excess of $10.0 million, real property and any fixtures owned or leased by any Borrower
or Guarantor; (i) unless such Equity Interests secure any New
Second Priority Notes or any other Junior Priority Debt Documents evidencing Junior Priority
Debt, Equity Interests in any Person other than (1) a Guarantor, to the extent such Person is at such time a Guarantor, and (2)
as provided in clause (b) of this definition; (j) any deposit account or securities account
(and any cash or cash equivalents or other investments deposited therein) securing Indebtedness described in clause 4.09(b)(xix)
of the Second Priority Notes Indenture or any similar provision of any Junior Priority Debt Document (but only if and to the extent
any such Indebtedness is permitted to be incurred hereunder); and (kand
(j) any property not subject to a New
Second Priority Lien.




    18


     


    



“Excluded
Taxes” shall mean, with respect to Agent, any Lender, Participant, Swing Loan Lender, Issuer or any other recipient of
any payment to be made by or on account of any Obligations (other than Hedge Liabilities and Cash Management Liabilities), (a)
taxes imposed on or measured by its overall net income (however denominated), and franchise taxes (i) imposed by the jurisdiction
(or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office or
applicable lending office is located or, in the case of any Lender, Participant, Swing Loan Lender or Issuer, in which its applicable
lending office is located, or (ii) that are Other Connection Taxes (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction in which any Borrower is located, (c) in the case of a Lender, any
withholding tax that is imposed on amounts payable to such Lender at the time such Lender becomes a party hereto (or designates
a new lending office) or is attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply
with Section 3.10(e), except to the extent that such Lender or Participant (or its assignor or seller of a participation, if any)
was entitled, at the time of designation of a new lending office (or assignment or sale of a participation), to receive additional
amounts from Borrowers with respect to such withholding tax pursuant to Section 3.10(a), or (d) any Taxes imposed under FATCA.


 


“Exploration”
shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.


 


“Facility
Fee” shall have the meaning set forth in Section 3.3 hereof.


 


“FATCA”
shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future regulations thereunder or official
interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any published intergovernmental
agreement entered into in connection with the implementation of such sections of the Code and any fiscal or regulatory legislation,
rules or official practices adopted pursuant to such published intergovernmental agreement.




    19


     


    


“Federal
Funds Effective Rate” shall mean, for
any day, the rate per annum
(based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced
calculated by
the Federal Reserve Bank of New York (or any successor), based on such day as being the weighted average of the
rates on overnight’s federal
funds transactions arranged by federal
funds brokers on the previous trading daydepositary
institutions, as computed and announced by such
Federal Reserve Bank (or any successor) in substantially the samedetermined
in such manner as such Federal Reserve Bank computes(or
any successor) shall set forth on its public website from time to time, and announcesas
published on the weighted average it refers tonext
succeeding Business Day by such Federal Reserve Bank as the “Federal Funds Effective
Rate” as of the date of this Agreement;
provided, if such Federal Reserve Bank (or its successor) does not announcepublish
such rate on any day, the “Federal Funds Effective Rate” for such day shall
be the Federal Funds Effective Rate for the last day on which such rate was announced.


 


“Federal
Funds Open Rate” shall mean for any day the rate per annum (based on a year of 360 days and actual days elapsed) which
is the daily federal funds open rate as quoted by ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen
BTMM for that day opposite the caption “OPEN” (or on such other substitute Bloomberg Screen that displays such rate),
or as set forth on such other recognized electronic source used for the purpose of displaying such rate as selected by PNC (an
 “Alternate Source”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen)
or on any Alternate Source, or if there shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute
screen) or any Alternate Source, a comparable replacement rate determined by PNC at such time (which determination shall be conclusive
absent manifest error); provided however, that if such day is not a Business Day, the Federal Funds Open Rate for such day
shall be the “open” rate on the immediately preceding Business Day. If and when the Federal Funds Open Rate changes,
the rate of interest with respect to any advance to which the Federal Funds Open Rate applies will change automatically without
notice to Borrowers, effective on the date of any such change.


 


“Fee
Letter” shall mean the amended and restated fee letter dated August 4, 2015 among Borrowing Agent and PNC.


 


“First
Amendment Effective Date” shall mean August 4, 2015.


 


“Fitch” means Fitch Ratings Inc. and any successor
thereto.


 


“Fixed
Charge Coverage Ratio” shall mean, with respect to any fiscal period, the ratio of (a) EBITDA, minus Unfunded Capital
Expenditures made during such period, minus distributions (including tax distributions) and dividends made during such period,
minus cash taxes paid during such period, to (b) all Debt Payments made during such period.




    20


     


    

“Flood
Laws” shall mean all Applicable Laws relating to policies and procedures that address requirements placed on federally
regulated lenders under the National Flood Insurance Reform Act of 1994 and other Applicable Laws related thereto.


 


“Foreign
Currency Hedge” shall mean any foreign exchange transaction, including spot and forward foreign currency purchases and
sales, listed or over-the-counter options on foreign currencies, non-deliverable forwards and options, foreign currency swap agreements,
currency exchange rate price hedging arrangements, and any other similar transaction providing for the purchase of one currency
in exchange for the sale of another currency entered into by any Borrower, Guarantor and/or any of their respective Subsidiaries.


 


“Foreign
Currency Hedge Liabilities” shall have the meaning assigned in the definition of Lender-Provided Foreign Currency Hedge.


 


“Foreign
Lender” shall mean any Lender that is organized under the laws of a jurisdiction other than that in which Borrowers are
resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of
Columbia shall be deemed to constitute a single jurisdiction.


 


“Foreign
Subsidiary” shall mean any Subsidiary of any Person that is not organized or incorporated in the United States, any State
or territory thereof or the District of Columbia.


 


“Foreign Unbilled
Receivables Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(iv) hereof.


 


“Formula
Amount” shall have the meaning set forth in Section 2.1(a) hereof. 


 


“Fourth
Amendment Effective Date” shall mean April 20, 2021.


 


“Funded
Debt” shall mean, with respect to any Person, without duplication, all Indebtedness for borrowed money evidenced by notes,
bonds, debentures, or similar evidences of Indebtedness that by its terms matures more than one year from, or is directly or indirectly
renewable or extendible at such Person’s option under a revolving credit or similar agreement obligating the lender or lenders
to extend credit over a period of more than one year from the date of creation thereof, and specifically including Capitalized
Lease Obligations, current maturities of long-term debt, revolving credit and short term debt extendible beyond one year at the
option of the debtor, and also including, in the case of Borrowers, the Obligations and, without duplication, Indebtedness consisting
of guaranties of Funded Debt of other Persons, minus the aggregate amount of unrestricted cash and cash equivalents of such
Person. Notwithstanding the foregoing, Indebtedness arising from financed insurance premiums shall not be considered Funded Debt
hereunder.


 


“Funding
Rules” shall mean the requirements relating to the minimum required contributions (including any installment payments)
to Pension Benefit Plans and Multiemployer Plans, as applicable, and set forth in Sections 412, 430, 431, 432 and 436 of the Code
and Sections 302, 303, 304 and 305 of ERISA.




    21


     


    

“GAAP”
shall mean generally accepted accounting principles in the United States of America as in effect from time to time, but without
regard to any changes that might be made to the accounting treatment of leases after the Third Amendment Effective Date.


 


“Geophysical”
shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.


 


“Governmental
Acts” shall mean any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental
Body.


 


“Governmental
Body” shall mean any nation or government, any state or other political subdivision thereof or any entity, authority,
agency, division or department exercising the executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to a government (including any supra-national bodies such as the European Union or the European Central
Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial
Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor
or similar authority to any of the foregoing).


 


“Guarantor”
shall mean each direct or indirect Material Subsidiary of a Borrower that executes and delivers a Guaranty in favor of the Agent
pursuant to Section 6.10 hereof, and any other Person who may hereafter guarantee payment or performance of the whole or any part
of the Obligations; “Guarantors” means collectively all such Persons.


 


“Guarantor
Security Agreement” shall mean any security agreement executed by any Guarantor in favor of Agent securing the Obligations
or the Guaranty of such Guarantor, in form and substance satisfactory to Agent.


 


“Guaranty”
shall mean any guaranty of the Obligations executed by a Guarantor in favor of Agent for its benefit and for the ratable benefit
of Lenders, in form and substance satisfactory to Agent.


 


“GX
Mexico” shall mean GX Geoscience Corporation, S. de R.L. de C.V., a Sociedad de Responsibilidad Limitada de Capital
Variable organized under the laws of Mexico.


 


“GX Mexico Obligations” shall have the meaning set forth in
Section 2.1(a).


 


“GXT”
shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.


 


“Hazardous
Discharge” shall have the meaning set forth in Section 9.3(b) hereof.


 


“Hazardous
Materials” shall mean any flammable explosives, radon, radioactive materials, asbestos, urea formaldehyde foam insulation,
polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, Hazardous Wastes, hazardous or Toxic
Substances or related materials as defined in or subject to regulation under Environmental Laws.




    22


     


    

“Hazardous
Wastes” shall mean all waste materials subject to regulation under CERCLA, RCRA or applicable state law, and any other
applicable Federal and state laws now in force or hereafter enacted relating to hazardous waste disposal.


 


“Hedge
Liabilities” shall mean collectively, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge Liabilities.


 


“Indebtedness”
shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated
or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (a) borrowed
money; (b) amounts received under or liabilities in respect of any note purchase or acceptance credit facility, and all obligations
of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all Capitalized Lease Obligations; (d) reimbursement
obligations (contingent or otherwise) under any letter of credit agreement, banker’s acceptance agreement or similar arrangement;
(e) net obligations under any Interest Rate Hedge, Foreign Currency Hedge, or other interest rate management device, foreign currency
exchange agreement, currency swap agreement, commodity price protection agreement or other interest or currency exchange rate or
commodity price hedging arrangement; (f) any other advances of credit made to or on behalf of such Person or other transaction
(including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect
of a borrowing of money entered into by such Person to finance its operations or capital requirements including to finance the
purchase price of property or services and all obligations of such Person to pay the deferred purchase price of property or services
(but not including (x) accrued royalty payables or (y) trade payables and accrued expenses incurred in the Ordinary Course of Business
which are not represented by a promissory note or other evidence of indebtedness and which are not more than sixty (60) days past
due); (g) all Disqualified Equity Interests; (h) all indebtedness, obligations or liabilities secured by a Lien on any asset of
such Person, whether or not such indebtedness, obligations or liabilities are otherwise an obligation of such Person (provided
that if such Person is not personally liable for such obligations, then the amount of such indebtedness, obligations or liabilities
that constitutes Indebtedness shall not exceed the fair market value of the asset encumbered by such Lien); (i) all obligations
of such Person for “earnouts”, purchase price adjustments, profit sharing arrangements, deferred purchase money amounts
and similar payment obligations or continuing obligations of any nature of such Person arising out of purchase and sale contracts;
(j) off-balance sheet liabilities and/or pension plan liabilities of such Person; (k) obligations arising under bonus, deferred
compensation, incentive compensation or similar arrangements, other than those arising in the Ordinary Course of Business; and
(l) any guaranty of any indebtedness, obligations or liabilities of a type described in the foregoing clauses (a) through (k).


 


“Indemnified
Taxes” shall mean Taxes other than (a) Excluded Taxes imposed on or with respect to any payment made by or on account
of any obligation of any Borrower under this Agreement and (b) to the extent not otherwise described in the foregoing clause (a),
Other Taxes.


 


“Ineligible
Person” shall mean (a) any Person identified on Schedule 1.2(c) or any reasonably identifiable Affiliate thereof and
(b) any Borrower and any Affiliate of any Borrower.




    23


     


    

“Ineligible Security” shall mean any security which
may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12
U.S.C. Section 24, Seventh), as amended.


 


“INOVA
Transaction” means the sale of Geophysical’s 49% equity stake in INOVA Geophysical Equipment Limited first announced
in March 2020 and reported on Geophysical’s Form 10-Q filed on May 7, 2020.


 


“Insolvency
Event” shall mean, with respect to any Person, including without limitation any Lender, such Person or such Person’s
direct or indirect parent company (a) becomes the subject of a bankruptcy or insolvency proceeding or, as applicable, concurso
mercantil in terms of the Mexican Bankruptcy Law (Ley de Concursos Mercantiles), (including any proceeding under Title
11 of the United States Code), or regulatory restrictions, (b) has had a receiver, conservator, trustee, administrator, custodian,
assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed
for it or has called a meeting of its creditors, (c) admits in writing its inability, or be generally unable, to pay its debts
as they become due or cease operations of its present business, (d) with respect to a Lender, such Lender is unable to perform
hereunder due to the application of Applicable Law, or (e) in the good faith determination of Agent, has taken any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment of a type described in clauses
(a) or (b), provided that an Insolvency Event shall not result solely by virtue of any ownership interest, or the acquisition
of any ownership interest, in such Person or such Person’s direct or indirect parent company by a Governmental Body or instrumentality
thereof if, and only if, such ownership interest does not result in or provide such Person with immunity from the jurisdiction
of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person
(or such Governmental Body or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by
such Person.


 


“Intellectual
Property” shall mean property constituting a patent, copyright, trademark (or any application in respect of the foregoing),
service mark, copyright, copyright application, trade name, mask work, trade secret, design right, assumed name or license or other
right to use any of the foregoing under Applicable Law.


 


“Intellectual
Property Claim” shall mean the commencement of any litigation or other legal proceeding by any Person of a claim that
any Borrower’s ownership, use, marketing, sale or distribution of any Inventory, equipment, Intellectual Property or other property
or asset is violative of any ownership of or right to use any Intellectual Property of such Person.


 


“Intercreditor
Agreement” shall mean that certain Intercreditor Agreement dated
as of April 28, 2016, among Agent, as first lien representative, the
Second Priority Indenture Trustee, as second lien representative, the Second Priority Notes
Collateral Agent, Borrowers and the other parties thereto
(which Intercreditor Agreement is given in replacement and substitution for that certain Second Lien Intercreditor Agreement
dated as of May 13, 2013, among China Merchants Bank Co., Ltd., as the initial first lien representative, Borrowers and the
other parties thereto),
in each case, as the same may be amended, supplemented and otherwise modified from time to time.




    24


     


    

“Intercreditor
Agreement Joinder” shall mean a Joinder Agreement, substantially in the form of Exhibit II to the Intercreditor
Agreement, pursuant to which Agent shall be designated the “Replacement First Lien Representative” and “Replacement
First Lien Collateral Agent” under the Intercreditor Agreement and this Agreement shall be designated the “Replacement
First Lien Credit Agreement” under the Intercreditor Agreement.


 


“Interest
Period” shall mean the period provided for any LIBOR Rate Loan pursuant to Section 2.2(b) hereof.


 


“Interest
Rate Hedge” shall mean an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable strike
corridor, cross-currency swap or similar agreements entered into by any Borrower, Guarantor and/or their respective Subsidiaries
in order to provide protection to, or minimize the impact upon, such Borrower, Guarantor and/or their respective Subsidiaries of
increasing floating rates of interest applicable to Indebtedness.


 


“Interest
Rate Hedge Liabilities” shall have the meaning assigned in the definition of Lender-Provided Interest Rate Hedge.


 


“Inventory”
shall mean and include as to each Borrower all of such Borrower’s inventory (as defined in Article 9 of the Uniform Commercial
Code) and all of such Borrower’s goods, merchandise and other personal property, wherever located, to be furnished under any consignment
arrangement, contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and
supplies of any kind, nature or description which are or might be used or consumed in such Borrower’s business or used in selling
or furnishing such goods, merchandise and other personal property, and all Documents.


 


“Inventory
Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(iv) hereof.


 


“Inventory
NOLV Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(iv) hereof.


 


“Investment
Grade Rating” means a Credit Rating of BBB-/Baa3/BBB- (or the equivalent) or higher from a Rating Agency.


 


“Issuer”
shall mean (i) Agent in its capacity as the issuer of Letters of Credit under this Agreement and (ii) any other Lender which Agent
in its discretion shall designate as the issuer of and cause to issue any particular Letter of Credit under this Agreement in place
of Agent as issuer.


 


“Joint
Data Acquisition Program” shall mean a joint data acquisition program between a Borrower and BGP Inc. (a subsidiary of
China National Petroleum Corporation) or any of its Subsidiaries.




    25


     


    

“Joint
Data Acquisition Program Account” shall mean each deposit account to which a Customer is directed to make payments in
respect of a Joint Data Acquisition Program.


 


“Junior
Priority Debt” shall mean (a) any New Second
Priority Debt and (b) any other Indebtedness that (i) is subordinated to the Obligations to at least the same extent as New
Second Priority Debt; (ii) has a final maturity at least ninety -one
(91) days after the end of the Term; (iii) has a weighted average life to maturity at the time such Indebtedness is incurred that
is equal to or greater than the weighted average life to maturity of any New
Second Priority Debt that remains outstanding (or, if no New
Second Priority Debt remains outstanding, then equal to or greater than the end of the
Term); (iv) is in an aggregate principal amount that is less than or equal to the Net Redeemed Debt Amount; and (v) such Indebtedness
has the same obligors or a subset of the obligors (or their successors) as the Obligations.


 


“Junior
Priority Debt Documents” shall mean, collectively, any definitive loan agreement or indenture evidencing any Junior Priority
Debt and all agreements (including any pledge or other security agreement), documents and instruments executed or delivered in
connection therewith.


 


“Junior
Priority Liens” shall mean (a) any New Second
Priority Liens and (b) any other Liens securing Junior Priority Obligations that are junior to the New
Second Priority Liens (and to any Liens securing the Obligations), provided that the collateral agent
or other representative of the holders of the Junior Priority Obligations secured by such junior Liens shall have executed an intercreditor
agreement or other lien subordination agreement in form and substance reasonably satisfactory to the Agent.


 


“Junior
Priority Obligations” shall mean and include (a) any New
Second Priority Obligations, and (b) any and all loans advances, debts, liabilities, obligations,
covenants and duties owing by any obligor under any Junior Priority Debt Document, of any kind or nature, present or future (including
any interest or other amounts accruing thereon, any fees accruing under or in connection therewith, any costs and expenses of any
Person payable by any obligor and any indemnification obligations payable by any obligor arising or payable after maturity, or
after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating
to any obligor, whether or not a claim for post-filing or post-petition interest, fees or other amounts is allowable or allowed
in such proceeding), whether or not for the payment of money.


 


“Law(s)”
shall mean any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance,
release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of
or any settlement arrangement, by agreement, consent or otherwise, with any Governmental Body, foreign or domestic.


 


“Lender”
and “Lenders” shall have the meaning ascribed to such term in the preamble to this Agreement and shall include
each Person which becomes a transferee, successor or assign of any Lender. For the purpose of any provision of this Agreement or
any Other Document which provides for the granting of a security interest or other Lien to the Agent for the benefit of Lenders
as security for the Obligations, “Lenders” shall include any Affiliate of a Lender to which such
Obligation (specifically including any Hedge Liabilities and any Cash Management Liabilities) is owed; provided that notwithstanding
the foregoing: (a) the Obligations of the Borrowers or any other Loan Parties with respect to any Hedge Liabilities or any Cash
Management Liabilities shall be secured and guaranteed pursuant to this Agreement and the Other Documents only to the extent that,
and for so long as, the other Obligations are so secured and guaranteed, and (b) any release of Collateral or Guarantors effected
in the manner permitted by this Agreement or any Other Document shall not require the consent of the holders of any Hedge Liabilities
or the holders of any Cash Management Liabilities, except, in each case, in their respective capacities as “Lenders”
without giving effect to the second sentence of this definition.




    26


     


    



“Lender-Provided
Foreign Currency Hedge” shall mean a Foreign Currency Hedge which is provided by any Lender or any Affiliate of a Lender
and for which such Lender or Affiliate (as applicable) confirms to Agent in writing within 30 days after the execution thereof
that it: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and
customary manner; (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable
and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider
of any Lender-Provided Foreign Currency Hedge (the “Foreign Currency Hedge Liabilities”) by any Borrower, Guarantor,
or any of their respective Subsidiaries that is party to such Lender-Provided Foreign Currency Hedge shall, for purposes of this
Agreement and all Other Documents be “Obligations” of such Person and of each other Borrower and Guarantor, be guaranteed
obligations under any Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated
as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person.
The Liens securing the Foreign Currency Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under
this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof.


 


“Lender-Provided
Interest Rate Hedge” shall mean an Interest Rate Hedge which is provided by any Lender or any Affiliate of a Lender and
for which such Lender or Affiliate (as applicable) confirms to Agent in writing within 30 days after the execution thereof that
it: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary
manner; (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and
customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider
of any Lender-Provided Interest Rate Hedge (the “Interest Rate Hedge Liabilities”) by any Borrower, Guarantor,
or any of their respective Subsidiaries that is party to such Lender-Provided Interest Rate Hedge shall, for purposes of this Agreement
and all Other Documents be “Obligations” of such Person and of each other Borrower and Guarantor, be guaranteed obligations
under any Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations
for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing
the Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other
Documents, subject to the express provisions of Section 11.5 hereof.




    27


     


    

“Letter
of Credit Application” shall have the meaning set forth in Section 2.12(a) hereof.


 


“Letter of Credit Borrowing”
shall have the meaning set forth in Section 2.14(d) hereof.


 


“Letter of Credit Fees” shall have the meaning
set forth in Section 3.2 hereof


 


“Letter
of Credit Sublimit” shall mean $15,000,000.


 


“Letters of Credit” shall have the meaning set forth in
Section 2.11 hereof.


 


“Leverage Ratio”
shall mean, with respect to any fiscal period, the ratio of Funded Debt to EBITDA.


 


“LIBOR Alternate
Source” shall have the meaning set forth in the definition of LIBOR Rate.


 


“LIBOR
Rate” shall mean for any LIBOR Rate Loan for the then current Interest Period relating
thereto, the interest rate per annum determined by Agent by dividing (the resulting quotient rounded upwards, if necessary, to
the nearest 1/100th of 1% per annum) (a) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg
page that displays rates at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market), or
the rate which is quoted by another source selected by Agent as an authorized information vendor for the purpose of displaying
rates at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market (a “LIBOR Alternate
Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period
as the London interbank offered rate for U.S. Dollars for an amount comparable to such LIBOR Rate Loan and having a borrowing
date and a maturity comparable to such Interest Period (or (x) if there shall at any time, for any reason, no longer exist a Bloomberg
Page BBAM1 (or any substitute page) or any LIBOR Alternate Source, a comparable replacement rate determined by Agent at such time
(which determination shall be conclusive absent manifest error), or (y) if adequate and
reasonable means do not exist for ascertaining LIBOR due to circumstancesthe
LIBOR Rate is unascertainable as set forth in Section 3.8.2(a),
a comparable replacement rate determined in accordance with Section 3.8.2), by (b) a number equal to 1.00 minus the Reserve
Percentage; provided, however, that if the LIBOR Rate determined as provided above would be less than zero, such rate shall be
deemed to be zero for purposes of this Agreement.


 


The
LIBOR Rate shall be adjusted with respect to any LIBOR Rate Loan that is outstanding on the effective date of any change in the
Reserve Percentage as of such effective date. Agent shall give reasonably prompt notice to the Borrowing Agent of the LIBOR Rate
as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.


 


“LIBOR
Rate Loan” shall mean any Advance that bears interest based on the LIBOR Rate.


 


“License Agreement”
shall mean any agreement between any Borrower and a Licensor pursuant to which such Borrower is authorized to use any Intellectual
Property in connection with the manufacturing, marketing, sale or other distribution of any Inventory of
such Borrower or otherwise in connection with such Borrower’s business operations.




    28


     


    



“Licensor”
shall mean any Person from whom any Borrower obtains the right to use (whether on an exclusive or non-exclusive basis) any Intellectual
Property in connection with such Borrower’s manufacture, marketing, sale or other distribution of any Inventory or otherwise in
connection with such Borrower’s business operations.


 


“Licensor/Agent
Agreement” shall mean an agreement between Agent and a Licensor, in form and substance satisfactory to Agent, by which
Agent is given the right, vis-á-vis such Licensor, to enforce Agent’s Liens with respect to and to dispose of any Borrower’s
Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of such Borrower’s default under any License
Agreement with such Licensor.


 


“Lien”
shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise),
Charge, claim or encumbrance or other security agreement held or asserted in respect of any asset of any kind or nature whatsoever
including any conditional sale or other title retention agreement, and any lease having substantially the same economic effect
as any of the foregoing.


 


“Lien
Waiver Agreement” shall mean an agreement which is executed in favor of Agent by a Person who owns or occupies premises
at which any Collateral may be located from time to time in form and substance satisfactory to Agent in its Permitted Discretion.


 


“Liquidity”
shall mean, as of any date, the sum of (a) Excess Availability as of such date, plus (b) the aggregate amount of unrestricted cash
held by the Loan Parties and their domestic Subsidiaries.


 


“LLC
Division” shall mean, in the event a Borrower or Guarantor is a limited liability company, (a) the division of any such
Borrower or Guarantor into two or more newly formed limited liability companies (whether or not such Borrower or Guarantor is
a surviving entity following any such division) pursuant to Section 18-217 of the Delaware Limited Liability Company Act or any
similar provision under any similar act governing limited liability companies organized under the laws of any other State or Commonwealth
or of the District of Columbia, or (b) the adoption of a plan contemplating, or the filing of any certificate with any applicable
Governmental Body that results or may result in, any such division.


 


“Loan Parties” shall
mean, collectively, Borrowers and Guarantors.


 


“Marine”
shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.


 


“Material
Adverse Effect” shall mean a material adverse effect on (a) the condition (financial or otherwise), results of operations,
assets, business or properties of the Loan Parties taken as a whole, (b) any Loan Party’s ability to duly and punctually pay or
perform the Obligations (other than Hedge Liabilities and Cash Management Liabilities) in accordance with the terms thereof, (c)
the value of the Collateral, or Agent’s Liens on the Collateral or the priority of any
such Lien or (d) the practical realization of the benefits of the rights and remedies of Agent and the Lenders under this Agreement
and the Other Documents.




    29


     


    



“Material
Contract” shall mean any contract or agreement, written or oral, to which a Borrower is a party (other than this Agreement
or any Other Document) that is listed as a “Material Contract” in the most recently filed Annual Report of Geophysical
on Form 10-K, or in any Quarterly Report of Geophysical on Form 10-Q or Current Report of Geophysical on Form 8-K filed thereafter
(each as may be amended) until the Form 10-K for the immediately succeeding fiscal year is filed.


 


“Material Indebtedness”
shall have the meaning set forth in Section 10.11 hereof.


 


“Material
Subsidiary” shall mean any domestic operating Subsidiary of a Borrower (other than a Subsidiary that is itself a Borrower)
acquired or formed after the Closing Date that holds assets (other than Equity Interests in any other Subsidiary) having an aggregate
book value of $20,000,000 or more.


 


“Maximum
Borrowing Amount” at a particular date shall mean an amount equal to the lesser of (a) the Formula Amount or (b) Maximum
Revolving Advance Amount, minus the Maximum Undrawn Amount of all outstanding Letters of Credit.


 


“Maximum Revolving
Advance Amount” shall mean, at any time, $50,000,000.


 


“Maximum
Swing Loan Advance Amount” shall mean $0.


 


“Maximum Undrawn Amount” shall mean, with respect to any
outstanding Letter of Credit as of any date, the amount of such Letter of Credit that is or may become available to be drawn on
such date, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase
has become effective.


 


“Mexican
Pledges” shall mean individually or collectively, as the context requires, the pledges subject to Mexican law granted
by GXT Mexico or over any Mexican assets including but not limited to (i) a floating lien pledge over the assets of GXT Mexico
and (ii) pledges over all of the Equity Interests in GXT Mexico held by GXT and Exploration.


 


“Modified
Commitment Transfer Supplement” shall have the meaning set forth in Section 16.3(d) hereof.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.


 


“Multi-Client
Data Library” shall mean Borrowers’ multi-client data library consisting of seismic surveys that are offered for licensing
to Customers on a non-exclusive basis.


 


“Multi-Client
Data Library Advance Rate” shall initially mean twenty-five percent (25%) for the period from the Third Amendment Effective
Date through and including September 30, 2018 and, thereafter such percentage shall be reduced by one quarter of one percentage
point (0.25%) on the first (1st) Business Day of each quarter beginning October 1, 2018 until
Agent receives an updated NOLV Appraisal; provided that the Multi-Client Data Library Advance Rate shall
reset to twenty-five percent (25%) following Agent’s satisfactory receipt of each subsequent NOLV Appraisal.




    30


     


    



“Multiemployer
Plan” shall mean a “multiemployer plan” as defined in Section
3(37) or Section 4001(a)(3) of ERISA to which contributions are required or, within the
preceding five plan years were required, by any Borrower or any member of the Controlled Group.


 


“Multiple
Employer Plan” shall mean a Plan which has two or more contributing sponsors (including any Borrower or any member of
the Controlled Group) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.


 


“Negotiable
Document” shall mean a Document that is “negotiable” within the meaning of Article 7 of the Uniform Commercial
Code.


 


“Net
Redeemed Debt Amount” shall mean, as of any date, the amount equal to (x) the aggregate principal amount of Indebtedness
under the New Second
Priority Notes (or any Permitted Refinancing Indebtedness issued or incurred in respect thereof) that has been redeemed (and not
concurrently refinanced) from and after the SecondFourth
Amendment Effective Date less (y) the aggregate outstanding principal amount of Junior Priority Debt
(other than Indebtedness under the New Second
Priority Notes) issued or incurred from and after the SecondFourth
Amendment Effective Date, inif
any.


 


“New
Second Priority Debt” shall mean the principal amount of any Indebtedness evidenced by any New Second Priority Notes.


 


“New
Second Priority Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated as of April 20, 2021,
among Agent, as first lien representative, the New Second
Priority Indenture Trustee, as second lien representative, the New
Second Priority Notes Collateral Agent, as second lien collateral agent, Geophysical and the other parties thereto,
in each case, as the same may be amended, supplemented and otherwise modified from time to time.


 


New
Second Priority Indenture Trustee” shall mean UMB Bank, National Association, as the trustee under any New Second Priority
Notes Indenture, and shall include its successors and assigns in such capacity.


 


“New
Second Priority Liens” shall have the meaning of “Second Lien” as set forth in the New Second Priority Notes
Indenture.


 


“New
Second Priority Notes Collateral Agent” mean UMB Bank, National Association,
as the collateral agent for the holders of any New Second
Priority Notes, and shall include its successors and assigns in such capacity.


 


“New
Second Priority Notes Documents” shall mean, collectively, the New Second Priority Notes Indenture, any New Second Priority
Notes and all agreements (including any pledge or other security agreement), documents and instruments executed or delivered in
connection with any of the foregoing.




    31


     


    

“New
Second Priority Notes” shall mean, individually and collectively, the 8.00% notes due 2025 issued by Geophysical pursuant
to the New Second
Priority Notes Indenture, as may be amended, restated, supplemented or otherwise modified from time to time.


 


“New
Second Priority Notes Indenture” shall mean the Indenture dated as of April 20, 2021, among Geophysical, as issuer, the
guarantors party thereto, New Second Priority Indenture Trustee, as trustee, and New Second
Priority Notes Collateral Agent, as collateral agent, as it may be amended, restated, supplemented or otherwise modified from
time to time.


 


“New
Second Priority Obligations” shall have the meaning of “Second Lien Obligations” as set forth in the New Second
Priority Notes Indenture.


 


“NOLV
Appraisal” shall have the meaning set forth in Section 4.7.


 


“NOLV
Percentage” shall mean, with respect to any property or asset, the appraised net orderly liquidation value thereof, expressed
as a percentage, as evidenced by an appraisal satisfactory to Agent in its sole discretion exercised in good faith.


 


“Non-Defaulting
Lender” shall mean, at any time, any Lender holding a Revolving Commitment that is not a Defaulting Lender at such time.


 


“Non-Qualifying
Party” shall mean any Borrower or any Guarantor that on the Eligibility Date fails for any reason to qualify as an Eligible
Contract Participant.


 


“Note”
shall mean, collectively, the Revolving Credit Note and the Swing Loan Note.


 


“Obligations”
shall mean and include (i) any and all loans (including all Advances and Swing Loans), advances,
debts, liabilities, obligations (including all reimbursement obligations and cash collateralization obligations with respect
to Letters of Credit issued hereunder), covenants and duties owing by any Borrower or Guarantor to Issuer, Swing Loan Lender,
Lenders or Agent (or to any other direct or indirect subsidiary or affiliate of Issuer, Swing Loan Lender, any Lender or
Agent) under this Agreement, any Letter of Credit or any of the Other Documents, of any kind or nature, present or future
(including any interest or other amounts accruing thereon, any fees accruing under or in connection therewith, any costs and
expenses of any Person payable by any Borrower and any indemnification obligations payable by any Borrower arising or payable
after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding relating to any Borrower, whether or not a claim for post-filing or post-petition interest, fees or other
amounts is allowable or allowed in such proceeding), whether or not for the payment of money, (ii) all Hedge Liabilities and
(iii) all Cash Management Liabilities. Notwithstanding anything to the contrary contained in the foregoing, (x) the
Obligations shall not include any Excluded Hedge Liabilities and (y) the aggregate principal amount of all Obligations shall
not exceed the “Priority Lien Cap” (as such term is defined in the New Second
Priority Notes Indenture).


 


“Ordinary
Course of Business” shall mean, with respect to any Borrower, the ordinary course of such Borrower’s business as conducted
on the Closing Date and reasonable extensions thereof.




    32


     


    

“Organizational
Documents” shall mean, with respect to any Person, any charter, articles or certificate of incorporation, certificate
of organization, registration or formation, certificate of partnership or limited partnership, bylaws, operating agreement, limited
liability company agreement, or partnership agreement of such Person and any and all other applicable documents relating to such
Person’s formation, organization or entity governance matters (including any shareholders’ or equity holders’ agreement or voting
trust agreement) and specifically includes any certificates of designation for preferred stock or other forms of preferred equity.


 


“Other
Connection Taxes” means, with respect to any recipient, Taxes imposed as a result of a present or former connection between
such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced this Agreement or any Other Document, or sold or assigned an interest in any Loan,
this Agreement or any Other Document).


 


“Other
Documents” shall mean the Note, the Perfection Certificates, the Fee Letter, any Guaranty, any Guarantor Security Agreement,
any Pledge Agreement, the New Second Priority Intercreditor
Agreement and any and all other agreements, instruments and documents, including intercreditor agreements, guaranties, pledges,
powers of attorney, consents, interest or currency swap agreements or other similar agreements and all other writings heretofore,
now or hereafter executed by any Borrower or any Guarantor and/or delivered to Agent or any Lender in respect of the transactions
contemplated by this Agreement, in each case together with all extensions, renewals, amendments, supplements, modifications, substitutions
and replacements thereto and thereof.


 


“Other
Taxes” shall mean all present or future stamp or documentary taxes or any other excise or property taxes, charges or
similar levies arising from any payment made hereunder or under any Other Document or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any Other Document, except any such Taxes that are Other Connection Taxes
imposed with respect to an assignment.


 


“Out-of-Formula Loans” shall have the meaning set forth in Section 16.2(e)
hereof.


 


“Overadvance
Threshold Amount” shall have the meaning set forth in Section 16.2(e) hereof.


 


“Overnight Bank Funding
Rate” shall mean, for any day, the rate per annum (based on a year of 360 days and actual days elapsed) comprised of both
overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed
banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank of New York,
as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank
funding rate by such Federal Reserve Bank (or by such other recognized electronic source (such as Bloomberg) selected by the Agent
for the purpose of displaying such rate) (an “Alternate Source”); provided, that if such day is not a Business Day,
the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business
Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined
by the Agent at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate
determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be
adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrower.




    33


     


    



“Parent”
of any Person shall mean a corporation or other entity owning, directly or indirectly, 50% or more of the Equity Interests issued
by such Person having ordinary voting power to elect a majority of the directors of such Person, or other Persons performing similar
functions for any such Person.


 


“Participant”
shall mean each Person who shall be granted the right by any Lender to participate in any of the Advances and who shall have entered
into a participation agreement in form and substance satisfactory to such Lender.


 


“Participation
Advance” shall have the meaning set forth in Section 2.14(d) hereof.


 


“Participation
Commitment” shall mean the obligation hereunder of each Lender holding a Revolving Commitment to buy a
participation equal to its Revolving Commitment Percentage (subject to any reallocation pursuant to Section 2.22(b)(iii)
hereof) in the Swing Loans made by Swing Loan Lender hereunder as provided for in Section 2.4(c) hereof and in the Letters of
Credit issued hereunder as provided for in Section 2.14(a) hereof.


 


“Patent
Litigation” shall mean the case of Western Geco L.L.C. v. ION Geophysical Corporation (E.D. Tx.) and any appeal of the
judgment entered therein.


 


“Payment
Office” shall mean initially Two Tower Center Boulevard, East Brunswick, New Jersey 08816; thereafter, such other office
of Agent, if any, which it may designate by notice to Borrowing Agent and to each Lender to be the Payment Office.


 


“PBGC”
shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.


 


“Pension
Benefit Plan” shall mean at any time any
 “employee pension benefit plan” as defined in Section 3(2) of ERISA (including a Multiple Employer Plan, but not a
Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under SectionSections
412 or,
430 or 436 of
the Code and either (i) is
maintained or to which contributions are required by Borrower
or any member of the Controlled Group or (ii) has at any time within the preceding five years been maintained or to which contributions
have been required by a Borrower or any entity
which was at such time a member of the Controlled Group.


 


“Perfection
Certificates” shall mean, collectively, the information questionnaires and the responses thereto provided by each Borrower
and delivered to Agent. 






    34


     


    

“Permitted
Acquisitions” shall mean acquisitions of the assets or Equity Interests of another Person (the
 “target”) so long as: (a) the Borrowing Agent shall have provided to Agent, within such reasonable time period
prior to the acquisition as may be required by Agent, in each case in form and substance satisfactory to Agent: (i) detailed
projections for the target through the Scheduled Maturity Date, giving pro forma effect to such acquisition, based on
assumptions satisfactory to Agent and demonstrating pro forma compliance with all financial covenants in this Agreement, and
(ii) current, updated projections of the amount of the Formula Amount and Excess Availability for the twelve (12) month
period after the date of such acquisition, which projections shall have been prepared on the basis of the assumptions set
forth therein which Borrowing Agent believes are fair and reasonable as of the date of preparation in light of then current
and reasonably foreseeable business conditions, (b) Agent shall have received a Compliance Certificate, completed on a pro
forma basis giving effect to the acquisition and showing that Borrowers are in compliance with all financial covenants in
this Agreement, (c) Agent shall have received satisfactory projections showing that after giving effect to any such
acquisition. Excess Availability will not be less than an amount equal to 20% of the Maximum Revolving Advance Amount for the
twelve (12) month period following such acquisition, (d) no Default or Event of Default shall exist or have occurred as of
the date of the acquisition or any payment in respect thereof and after giving effect to the acquisition or such payment,
(e) Agent shall have received true, correct and complete copies of all agreements, documents and instruments relating to such
acquisition, which documents shall be satisfactory to Agent; and (f) Excess Availability immediately prior to the acquisition
is greater than 20% of the Maximum Revolving Advance Amount.


 


“Permitted
Assignees” shall mean: (a) Agent, any Lender or any of their Affiliates; (b) a federal or state chartered bank, a United
States branch of a foreign bank, an insurance company, or any finance company generally engaged in the business of making commercial
loans; (c) any fund that is administered or managed by Agent or any Lender, an Affiliate of Agent or any Lender or a related entity;
and (d) any Person to whom Agent or any Lender assigns its rights and obligations under this Agreement as part of an assignment
and transfer of such Agent’s or Lender’s rights in and to a material portion of such Agent’s or Lender’s portfolio of asset-based
credit facilities; provided that no Ineligible Person shall be a Permitted Assignee.


 


“Permitted
Discretion” means a determination made in good faith and in the exercise (from the perspective of a secured asset-based
lender) of commercially reasonable business judgment.






    35


     


    




“Permitted
Encumbrances” shall mean: (a) Liens in favor of Agent for the benefit of Agent and Lenders, including without
limitation, Liens securing Hedge Liabilities and Cash Management Products and Services; (b) Liens for taxes, assessments or
other governmental charges that are either not delinquent or are being Properly Contested; (c) deposits or pledges to secure
obligations under worker’s compensation, social security or similar laws, or under unemployment insurance; (d) deposits or
pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations,
surety and appeal bonds, performance bonds, bid bonds, return-of-money bonds and other obligations of like nature arising in
the Ordinary Course of Business (including, for the avoidance of doubt, any surety or appeal bonds or other obligations of
like nature posted or delivered in connection with the Patent Litigation); (e) Liens arising by virtue of the rendition,
entry or issuance against any Borrower or any Subsidiary, or any property of any Borrower or any Subsidiary, of any judgment,
writ, order, or decree to the extent the rendition, entry, issuance or continued existence of such judgment, writ, order or
decree (or any event or circumstance relating thereto) has not resulted in the occurrence of an Event of Default under
Section 10.6 hereof; (f) carriers’, repairmens’, mechanics’, workers’, materialmen’s, or other
like Liens arising in the Ordinary Course of Business with respect to obligations which are either not due or which are being
Properly Contested; (g) Liens in respect of Purchase Money Indebtedness or Capital Lease Obligations; provided that
(i) any such Lien shall not encumber any other property of any Loan Party (other than assets and property affixed or
appurtenant thereto) and (ii) such Indebtedness is permitted under clause (b) of the definition of Permitted
Indebtedness; (h) Liens securing any New Second
Priority Obligations,which Liens are subject to
the New Second Priority Intercreditor
Agreement, or any other Junior Priority Liens subject to
junior intercreditor agreements; (i) Liens on cash and Permitted Investments arising
in connection with the defeasance, discharge or redemption of Indebtedness under any New Second
Priority Notes or any other Junior Priority Debt Documents; and (j)
Liens arising under any New Second
Priority Notes Document in favor of athe
New Second Priority Indenture Trustee for its own benefit, and Liens arising under any
Junior Priority Debt Document in favor of any trustee party thereto for its own benefit; (k) Liens disclosed on Schedule
1.2(d); (l) Liens that secure Indebtedness permitted by clause (c) of the definition of “Permitted Loans”; (m)
easements, zoning restrictions, rights-of-way, licenses, restrictions on the use of property or other minor imperfections in
title and similar encumbrances on real property that do not materially detract from the value of the affected property or
interfere with the Ordinary Course of Business of the Loan Parties; (n) leases or subleases granted to third parties in
accordance with any applicable terms of this Agreement or the Other Documents and not interfering in any material respect
with the Ordinary Course of Business of the Loan Parties; (o) Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the importation of goods; (p) any zoning or similar law
or right reserved to or vested in any Governmental Body to control or regulate the use of any real property; (q) licenses of
patents, trademarks and other intellectual property rights granted by any Loan Party in the Ordinary Course of Business and
not interfering in any material respect with the Ordinary Course of Business of the Loan Parties; (r) the prior rights of
consignees and their lenders under consignment arrangements entered into in the Ordinary Course of Business; (s) any
obligations or duties affecting any of the property of any Person to any municipality or public authority with respect to any
franchise, grant, license or permit which do not materially impair the use of such property for the purposes for which it is
held; (t) Liens on cash deposits in the nature of a right of setoff, banker’s lien, counterclaim or netting of cash amounts
owed arising in the Ordinary Course of Business on deposit accounts; (u) Liens on cash collateral or Permitted Investments
for the existing letters of credit and Letters of Credit permitted under clause (i) of the definition of “Permitted
Indebtedness”, not to exceed 105% of the face amount thereof, or to secure Interest Rate Hedges and Foreign Currency
Hedges (or guarantees thereof) permitted under clause (h) of the definition of “Permitted Indebtedness”; (v)
Liens reserved in leases for rent and for compliance with the terms of the lease in the case of leasehold estates; (w)
any Lien existing on any property or asset prior to the acquisition thereof by any Loan Party or existing on any property or
asset of any Person that becomes a Loan Party after the Closing Date prior to the time such Person becomes a Subsidiary of a
Borrower; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such
Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of any Loan
Party, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date
such Person becomes a Subsidiary, as the case may be; and (x) Liens to secure any Permitted Refinancing Indebtedness (or
successive Permitted Refinancing Indebtedness) as a whole, or in part, in respect of any Indebtedness secured by any Lien; provided, however,
that: (i) such new Lien shall have the same (or lower) Lien priority (relative to the Lien priority of Liens securing the
Obligations) as the original Lien and be limited to all or part of the same property and assets that secured or, under the
written agreements pursuant to which the original Lien arose, could secure the original Indebtedness (plus
improvements and accessions to, such property or proceeds or distributions thereof); and (ii) the Indebtedness secured by
such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if
greater, committed amount of the Indebtedness at the time the original Lien became a Permitted Encumbrance and (B) the amount
of any discounts, commissions, premiums, fees and other costs and expenses related to such refinancing, refunding, extension,
renewal or replacement.




    36


     


    



“Permitted
Indebtedness” shall mean: (a) the Obligations; (b) subject to Section 7.6, Purchase Money Indebtedness and Capitalized
Lease Obligations in an aggregate principal amount not exceeding $33,000,000 at any one time outstanding; (c) any guarantees of
Indebtedness permitted under Section 7.3 hereof; (d) any Indebtedness (other than Purchase Money Indebtedness) listed on Schedule
5.8(b)(ii) hereof; (e) Indebtedness due under (i)
the Second Priorityunsecured
2016 Notes in an aggregate principal amount not to exceed $200,000,000,6,050,000,
(ii) the New Second Priority Notes in an aggregate principal amount not to exceed $159,203,565 and
(iii) any other New
Second Priority Obligations (including any guaranties thereof); (f) Indebtedness consisting
of Permitted Loans made by a Loan Party to any other Loan Party; (g) intercompany Indebtedness owing from a Loan Party to any
other Loan Party in accordance with clause (c) of the definition of Permitted Loans; (h) Interest Rate Hedges and Foreign Currency
Hedges that are entered into by one or more Loan Parties (or by any Subsidiary or Unrestricted Subsidiary and guaranteed by one
or more Loan Parties) not for speculative or investment purposes; (i) the existing letters of credit set forth on Schedule 7.8
and additional letters of credit and/or bank guarantees issued in the Ordinary Course of Business by a financial institution other
than the Issuer if the Issuer is not able to issue or the beneficiary thereof will not accept such letter of credit or bank guaranty,
up to a maximum total stated amount for all such letters of credit of $7,500,000; (j) any financed insurance premiums; (k) surety
bonds and appeal bonds arising in the ordinary course of business; (l) Indebtedness of any Subsidiary that becomes a Loan Party
after the Closing Date, provided that (i) such Indebtedness exists at the time such Person becomes a Loan Party and is
not created in contemplation of or in connection with such Person becoming a Loan Party, (ii) none of the properties of Borrowers
or any other Loan Parties is bound with respect to such Indebtedness, and (iii) the aggregate principal amount of Indebtedness
permitted by this clause (l) shall not exceed $10,000,000; (m) other unsecured Indebtedness of a Loan Party in an aggregate principal
amount not exceeding at any time outstanding $25,000,000; (n) [reserved]; (o) in the case of clauses (b) through (n) above, Permitted
Refinancing Indebtedness; and (p) to the extent constituting Indebtedness, liabilities in respect of the Patent Litigation.


 


“Permitted
Investments” shall mean investments in: (a) obligations issued or guaranteed by the United States of America or
any agency thereof; (b) commercial paper with maturities of not more than 180 days and a published rating of not less than
A-1 or P-1 (or the equivalent rating); (c) certificates of time deposit and bankers’ acceptances having maturities of not
more than 180 days and repurchase agreements backed by United States government securities of a commercial bank if (i) such
bank has a combined capital and surplus of at least $500,000,000, or (ii) its debt obligations, or those of a holding company
of which it is a Subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized investment
rating agency; (d) U.S. money market funds that invest solely in obligations issued or guaranteed by the United States of
America or an agency thereof; and (e) Permitted Loans.




    37


     


    





“Permitted
Joint Venture” shall mean (a) INOVA Geophysical Equipment Limited (“INOVA”), a limited liability company
organized under the laws of the People’s Republic of China and formed as a Chinese joint venture between Geophysical and BGP, Inc.
(“BGP”), formed or to be formed pursuant to a joint venture agreement between said parties, and until such time
as Geophysical and BGP contribute their respective equity interests therein to INOVA, any other person formed by BGP (directly
or indirectly) into which BGP shall have contributed assets for the purpose of consummating the Permitted Joint Venture transaction
and (b) any other joint venture permitted to be formed under this Agreement which is acceptable to Agent in its Permitted Discretion
for purpose of calculating any financial covenant contained herein.


 


“Permitted
Loans” shall mean: (a) the extension of trade credit by a Loan Party to its Customer(s), in the Ordinary Course of Business
in connection with a sale of Inventory or rendition of services, in each case on open account terms; (b) loans to employees in
the Ordinary Course of Business not to exceed as to all such loans the aggregate amount of $1,000,000 at any time outstanding;
(c) intercompany loans between and among Loan Parties, so long as, at the request of Agent, each such intercompany loan is evidenced
by a promissory note (including, if applicable, any master intercompany note executed by Loan Parties) on terms and conditions
(including terms subordinating payment of the indebtedness evidenced by such note to the prior payment in full of all Obligations
(other than Hedge Liabilities and Cash Management Liabilities)) acceptable to Agent in its Permitted Discretion that has been delivered
to Agent either endorsed in blank or together with an undated instrument of transfer executed in blank by the applicable Loan Parties
that are the payees on such note; (d) intercompany loans made by the Loan Parties to Affiliates of the Loan Parties that are not
themselves Loan Parties (which loans, for the avoidance of doubt, may be repaid and reborrowed by such Affiliates) in an aggregate
principal amount at any time outstanding not exceeding the sum of (x) $25,000,000, plus (y) the lesser of (A) the principal amount
of any such loans existing prior to the Closing Date which has been repaid on or after the Closing Date and (B) $8,000,000, so
long as, at the request of Agent, each such intercompany loan is evidenced by a promissory note (including, if applicable, any
master intercompany note executed by such Affiliates) on terms and conditions (including terms subordinating payment of the indebtedness
evidenced by such note to the prior payment in full of all Obligations (other than Hedge Liabilities and Cash Management Liabilities))
acceptable to Agent in its Permitted Discretion that has been delivered to Agent either endorsed in blank or together with an undated
instrument of transfer executed in blank by the applicable Loan Parties that are the payees on such note; and (e) loans or advances
set forth on Schedule 7.5 hereto.


 


“Permitted
Refinancing Indebtedness” shall mean in respect of any Indebtedness, any refinancing, refunding, extension, renewal or
replacement thereof; provided that: (a) (i) the Permitted Refinancing Indebtedness is subordinated to the Obligations to
at least the same extent as the Indebtedness being refunded, refinanced, extended, renewed or replaced, if such Indebtedness was
subordinated to the Obligations and (ii) the Permitted Refinancing Indebtedness is unsecured if the Indebtedness being refunded,
refinanced or extended was unsecured; (b) the Permitted Refinancing Indebtedness has a final maturity either (i) no earlier than
the Indebtedness being refunded, refinanced, extended, renewed or replaced or (ii) at least ninety one
(91) days after the end of the Term; (c) the Permitted Refinancing Indebtedness has a weighted average life to maturity at the
time such Permitted Refinancing Indebtedness is incurred that is equal to or greater than the weighted average life to maturity
of the Indebtedness being refunded, refinanced, renewed, replaced or extended; (d) such Permitted Refinancing Indebtedness is in
an aggregate principal amount that is less than or equal to the sum of (i) the aggregate principal amount then outstanding under
the Indebtedness being refunded, refinanced, renewed, replaced or extended, (ii) the amount of accrued and unpaid interest, if
any, and premiums owed, if any, not in excess of preexisting prepayment provisions on such Indebtedness being refunded, refinanced,
renewed, replaced or extended and (iii) the aggregate amount of any discounts, commissions, premiums, fees and other costs and
expenses related to the incurrence of such Permitted Refinancing Indebtedness; and (e) such Permitted Refinancing Indebtedness
has the same obligors or a subset of the obligors (or their successors) as the Indebtedness being refunded, refinanced, renewed,
replaced or extended.




    38


     


    





“Person”
shall mean any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated
organization, association, limited liability company, limited liability partnership, institution, public benefit corporation, joint
venture, entity or Governmental Body (whether federal, state, county, city, municipal or otherwise, including any instrumentality,
division, agency, body or department thereof).


 


“Plan”
shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Benefit Plan and a Multiemployer
Plan, as such terms are defined herein) maintained by any Borrower or any member of the Controlled Group or to which any Borrower
or any member of the Controlled Group is required to contribute.


 


“Pledge
Agreement” shall mean individually or collectively as the context requires (i) that certain Collateral Pledge Agreement
executed by Geophysical in favor of Agent dated as of the Closing Date, (ii) the Mexican Pledges and (iii) any other pledge agreements
executed subsequent to the Closing Date by any other Person to secure the Obligations.


 


“PNC”
shall have the meaning set forth in the preamble to this Agreement and shall extend to all of its successors and assigns.


 


“Pro
Forma Balance Sheet” shall have the meaning set forth in Section 5.5(a) hereof.


 


“Pro
Forma Financial Statements” shall have the meaning set forth in Section 5.5(b) hereof.


 


“Process Agent”
shall have the meaning assigned to that term in Section 16.1.


 


“Projections”
shall have the meaning set forth in Section 5.5(b) hereof.


 


“Properly
Contested” shall mean, in the case of any Indebtedness, Lien, Taxes, assessments or governmental charges, as applicable,
of any Person that are not paid as and when due or payable by reason of such Person’s bona fide dispute concerning its liability
to pay the same or concerning the amount thereof: (a) such Indebtedness, Lien, Taxes, assessments or governmental charges, as
applicable, are being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted;
(b) such Person has established appropriate
reserves as shall be required in conformity with GAAP; (c) the non-payment of such Indebtedness, Taxes, assessments or governmental
charges during the period prior to the final resolution or disposition of such dispute will not have a Material Adverse Effect
or will not result in the forfeiture of any assets of such Person; (d) no Lien is imposed upon any of such Person’s assets with
respect to such Indebtedness, Taxes, assessments or governmental charges unless enforcement of such Lien is stayed during the period
prior to the final resolution or disposition of such dispute; and (e) if such Indebtedness or Lien, as applicable, results from,
or is determined by the entry, rendition or issuance against a Person or any of its assets of a judgment, writ, order or decree,
enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review.




    39


     


    




“Protective Advances”
shall have the meaning set forth in Section 16.2(f) hereof.


 


“Published Rate” shall mean the rate of interest
published each Business Day in the Wall Street Journal “Money Rates” listing under the caption “London Interbank
Offered Rates” for a one month period (or, if no such rate is published therein for any reason, then the Published Rate
shall be the LIBOR Rate for a one month period as published in another publication selected by the Agent).


 


“Purchase
Money Indebtedness” shall mean Indebtedness: (a) incurred to finance all or any part of the purchase price or cost of
construction, purchase or repairs, improvements or additions to, real property, plant, equipment or other capital assets of such
Person (including Indebtedness incurred to refinance any such purchase price or costs initially funded by the applicable Borrower
or Restricted Subsidiary within one year prior to such incurrence), and any renewal, refunding, replacement, refinancing or extension
thereof; (b) that is secured by a Lien on such assets where the lender’s sole security is to the assets so purchased, constructed
or improved and directly related assets such as property fixed or appurtenant thereto and proceeds (including insurance proceeds),
products, replacements, substitutions and accessions thereto; and (c) that does not exceed 100% of such purchase price or costs
(plus, in the case of any refinancing, the amount of any discounts, commissions, premiums, fees and other costs and expenses related
to such refinancing).


 


“Purchasing CLO” shall have the meaning set forth in Section 16.3(d) hereof.


 


“Purchasing
Lender” shall have the meaning set forth in Section 16.3(c) hereof.


 


“Qualified
ECP Loan Party” shall mean each Borrower or Guarantor that on the Eligibility Date is (a) a corporation, partnership,
proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in Section 1a(10) of
the CEA and CFTC regulations thereunder that has total assets exceeding $10,000,000 or (b) an Eligible Contract Participant that
can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under Section 1a(18)(A)(v)(II)
of the CEA by entering into or otherwise providing a “letter of credit or keepwell, support, or other agreement” for
purposes of Section 1a(18)(A)(v)(II) of the CEA.


 


“Rating Agency” means S&P, Moody’s or Fitch.




    40


     


    

“RCRA”
shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as same may be amended from time to
time.


 


“Real
Property” shall mean all of the owned and leased premises identified on Schedule 4.4 hereto or in and to any
other premises or real property that are hereafter owned or leased by any Borrower.


 


“Receivables”
shall mean and include, as to each Borrower, all of such Borrowers’ Accounts (as defined in Article 9 of the Uniform Commercial
Code) and all of such Borrower’s contract rights, instruments (including those evidencing indebtedness owed to such Borrower by
its Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, contract
rights, instruments, documents and chattel paper, and drafts and acceptances, credit card receivables and all other forms of obligations
owing to such Borrower arising out of or in connection with the sale or lease of Inventory or the rendition of services, all supporting
obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether
or not specifically sold or assigned to Agent hereunder.


 


“Register”
shall have the meaning set forth in Section 16.3(e) hereof.


 


“Reimbursement
Obligation” shall have the meaning set forth in Section 2.14(b) hereof.


 


“Release”
shall have the meaning set forth in Section 5.7(c)(i) hereof.


 


“Reportable Compliance Event”
shall mean that(1) any Covered Entity becomes a Sanctioned Person, or is charged
by indictment, criminal complaint or similar charging instrumentindicted,
arraigned, investigated or
custodially detained, or receives an inquiry from regulatory
or law enforcement officials, in connection with any Anti-Terrorism Law or any predicate
crime to any Anti-Terrorism Law, or has knowledge ofself-discovers
facts or circumstances to the effect that it is
reasonably likely thatimplicating any
aspect of its operations is inwith
the actual or probablepossible
violation of any Anti-Terrorism Law;
(2) any Covered Entity engages in a transaction that has caused or may cause the Agent to be in violation of any
Anti-Terrorism Laws, including a Covered Entity’s use of any proceeds of the Advances to fund any operations in, finance
any investments or activities in, or, make any payments to, directly or indirectly, a Sanctioned Jurisdiction or Sanctioned Person;
or (3) any Collateral becomes Embargoed Property.


 


“Reportable
ERISA Event” shall mean a reportable event described in Section 4043(c) of ERISA or the regulations promulgated thereunder,
other than an event for which the 30-day notice period has been waived.


 


“Required
Lenders” shall mean Lenders (not including Swing Loan Lender (in its capacity as such Swing Loan Lender) or any Defaulting
Lender) holding greater than sixty-six and two-thirds percent (66 2/3%) of either (a) the aggregate of the Revolving Commitment
Amounts of all Lenders (excluding any Defaulting Lender) or (b) after the termination of all commitments of Lenders hereunder,
the sum of (x) the outstanding Revolving Advances and Swing Loans, plus the Maximum Undrawn Amount of all outstanding Letters of
Credit; provided, however, that if there are three (3) Lenders, Required Lenders shall mean at least two Lenders
(excluding any Defaulting Lender) and if there are fewer than three (3) Lenders, Required Lenders shall mean all Lenders (excluding
any Defaulting Lender).




    41


     


    



“Reserve
Percentage” shall mean as of any day the maximum effective percentage in effect on such day as prescribed by the Board
of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental,
marginal and emergency reserve requirements) with respect to Eurocurrency funding (currently referred to as “Eurocurrency
Liabilities”.


 


“Restricted
Subsidiary” shall mean any Subsidiary of a Borrower other than an Unrestricted Subsidiary.


 


“Revolving
Advances” shall mean Advances other than Letters of Credit and the Swing Loans.


 


“Revolving
Commitment” shall mean, as to any Lender, the obligation of such Lender (if applicable), to make Revolving Advances
and participate in Swing Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed the Revolving
Commitment Amount (if any) of such Lender.


 


“Revolving
Commitment Amount” shall mean, as to any Lender, the Revolving Commitment amount (if any) set forth below such Lender’s
name on the signature page hereto (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant
to Section 16.3(c) or (d) hereof, the Revolving Commitment amount (if any) of such Lender as set forth in the applicable Commitment
Transfer Supplement).


 


“Revolving
Commitment Percentage” shall mean, as to any Lender, the Revolving Commitment Percentage (if any) set forth below such
Lender’s name on the signature page hereof (or, in the case of any Lender that became party to this Agreement after the Closing
Date pursuant to Section 16.3(c) or (d) hereof, the Revolving Commitment Percentage (if any) of such Lender as set forth in the
applicable Commitment Transfer Supplement).


 


“Revolving
Credit Note” shall mean, collectively, the promissory notes referred to in Section 2.1(a) hereof.


 


“Revolving
Interest Rate” shall mean (a) with respect to Revolving Advances that are Domestic Rate Loans and Swing Loans, an interest
rate per annum equal to the sum of the Applicable Margin plus the greater
of (i) Alternate Base Rate and
(ii) zero percent and (b) with respect to LIBOR Rate Loans, the sum of the Applicable
Margin plus the LIBOR Rate.


 


“Royalty
Payable Reserve” shall mean a reserve equal to (a) at any time that either (i) Liquidity is less than $17,500,000, or
(ii) the aggregate amount of collected but unpaid royalties payable by the Loan Parties exceeds Liquidity at such time, the excess
(if any) of the amount of collected but unpaid royalties payable by the Loan Parties over Liquidity at such time and (b) at all
other times, $0.




    42


     


    

“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and any successor thereto.


 


“Sanctioned
CountryJurisdiction”
shall mean a country subject to a sanctions program maintained underby
any Anti-Terrorism LawCompliance
Authority.


 


“Sanctioned
Person” shall mean any individual person, group, regime, entity or thing listed or otherwise recognized as a specially
designated, prohibited, sanctioned or debarred person, group, regime, or
entity or thing,
or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions),
under any Anti-Terrorism Laworder or directive
of any Compliance Authority or otherwise subject to, or specially designated under,
any sanctions program maintained by any Compliance Authority.


 


“Scheduled Maturity Date”
shall mean August 16, 2023.


 


“SEC” shall
mean the Securities and Exchange Commission or any successor thereto.


 


“Second Amendment Effective Date” shall
mean April 28, 2016.


 


“Second
Priority Debt” shall mean the principal amount of any Indebtedness evidenced by any Second Priority Notes.


 


“Second
Priority Indenture Trustee” shall mean Wilmington Savings Fund Society, FSB, as the trustee under any
Second Priority Notes Indenture, and shall include its successors and assigns in such capacity.


 


“Second
Priority Liens” shall have the meaning of “Second Lien” as set forth in the Second Priority Notes
Indenture.


 


“Second
Priority 	Notes” shall mean, individually
and collectively, the 9.125% notes due 2021 issued by Geophysical pursuant to
the Second Priority Notes Indenture, as may be amended, restated, supplemented or otherwise
modified from time to time.


 


“Second
Priority Notes Collateral Agent” shall mean Wilmington Savings Fund Society, FSB,
as the collateral agent for the holders of any Second Priority Notes, and shall include its successors
and assigns in such capacity.


 


“Second
Priority Notes Documents” Indenture, any Second Priority Notes and all agreements (including any pledge or other security
agreement), documents and instruments executed or delivered in connection with any of the foregoing.


 


“Second
Priority Notes Indenture” shall mean the Indenture dated as of April 28, 2016, among Geophysical, as
issuer, the guarantors party thereto, Second Priority Indenture Trustee, as trustee, and Second
Priority Notes Collateral Agent, as collateral agent, as it may be amended, restated, supplemented or otherwise modified from
time to time.




    43


     


    

“Second
Priority Obligations” shall have the meaning of “Second Lien Obligations” as set forth in any Second Priority Notes Indenture.


 


“Secured
Parties” shall mean, collectively, Agent, Issuer, Swing Loan Lender and Lenders, together with any Affiliates of Agent
or any Lender to whom any Hedge Liabilities or Cash Management Liabilities are owed and with each other holder of any of the Obligations,
and the respective successors and assigns of each of them; provided that notwithstanding the foregoing: (a) the Obligations
of the Borrowers or any other Loan Parties with respect to any Hedge Liabilities or any Cash Management Liabilities shall be secured
and guaranteed pursuant to this Agreement and the Other Documents only to the extent that, and for so long as, the other Obligations
are so secured and guaranteed, and (b) any release of Collateral or Guarantors effected in the manner permitted by this Agreement
or any Other Document shall not require the consent of the holders of any Hedge Liabilities or the holders of any Cash Management
Liabilities, except, in each case, in their respective capacities as “Lenders” without giving effect to the second
sentence of the definition of “Lenders”.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Senior
Funded Debt” shall mean, as of any date, the sum of the outstanding Revolving Advances and Swing Loans and the Maximum
Undrawn Amount of all outstanding Letters of Credit on such date.


 


“Settlement”
shall have the meaning set forth in Section 2.6(d) hereof.


 


“Settlement Date” shall have the meaning set forth
in Section 2.6(d) hereof.


 


“Subsidiary”
shall mean of any Person a corporation or other entity of whose Equity Interests having ordinary voting power (other than Equity
Interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation,
or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person. Notwithstanding
the foregoing (and except for purposes of the definition of Unrestricted Subsidiaries contained herein), an Unrestricted Subsidiary
shall be deemed not to be a Subsidiary of a Borrower or any of its Subsidiaries for purposes of this Agreement.


 


“Subsidiary
Redesignation” shall have the meaning provided in the definition of “Unrestricted Subsidiary” contained in
this Section 1.2.


 


“Subsidiary
Stock” shall mean (a) with respect to the Equity Interests issued to a Borrower by any Subsidiary (other than IPOP Management,
Inc., GMG/AXIS, Inc. or a Foreign Subsidiary), 100% of such issued and outstanding Equity Interests, and (b) 65% of the issued
and outstanding Equity Interests constituting Voting Stock of ION International Holdings L.P.


 


“Swap”
shall mean any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder other than (a) a swap entered
into on, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity
option entered into pursuant to CFTC Regulation 32.3(a).




    44


     


    

“Swap
Obligation” means any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap
which is also a Lender-Provided Interest Rate Hedge, or a Lender-Provided Foreign Currency Hedge.


 


“Swing Loan Lender”
shall mean PNC, in its capacity as lender of the Swing Loans.


 


“Swing Loan Note” shall mean the promissory note
described in Section 2.4(a) hereof.


 


“Swing Loans” shall mean the Advances made pursuant to Section 2.4 hereof.


 


“Taxes”
shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Body, including any interest, additions to tax or penalties applicable thereto.


 


“Term” shall have
the meaning set forth in Section 13.1 hereof.


 


“Termination
Event” shall mean: means (a) anya Reportable ERISA Event
with respect to a Pension Benefitany Plan;
(b) the determination that any Pension Benefit Plan is considered an at-risk
plan or that any Multiemployer Plan is endangered or is in critical status within the meaning of Sections 430, 431 or 432 of
the Code or Sections 303, 304 or 305 of ERISA, as applicable; (c) the incurrence by withdrawal
of any Borrower or any member of its Controlled
Group of any liability under Title IV of ERISA,
other than for PBGC premiums not yet due; (d) the receipt by any Borrower or any
member of its  the Controlled
Group from the PBGC ora
Plan during a plan administrator of any
notice relating to an intentionyear
in which such entity was a  “substantial
employer” as defined in
Section 4001(a)(2) of ERISA or a cessation
of operations that is treated as such a
withdrawal under Section 4062(e) of
ERISA; (c) the providing of
notice of intent to terminate any Pension
Benefita Plan or
to appoint a trustee to administer any Pension Benefit Plan or the occurrence ofin
a distress termination described in Section 4041(c) of ERISA; (d) the commencement of proceedings by the PBGC to terminate
a Plan; (e) any event or condition (i) which constitutesmight
constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Benefit Plan;,
or (eii) the
appointment of a trustee to administer any Pension Benefit Plan; (f) the withdrawal of any Borrower or any member of its
Controlled Group from a Multiple Employer Plan subject to Section 4063 of ERISA during a plan year
in which such entity was a substantial employer (as
defined in Section 4001(a)(2) of ERISA) or the cessation
of operations by any
Borrower or any member of its Controlled Group that would be treated as a withdrawal from a
Pension Benefit Plan under Section 4062(e) of ERISA;
(gthat
may result in termination of a Multiemployer Plan pursuant to Section 4041A
of ERISA; (f) the partial or complete withdrawal bywithin
the meaning of Section 4203 or 4205 of ERISA, of any
Borrower or any member of itsthe Controlled
Group from anya Multiemployer
Plan or a notification;
(g) notice that a Multiemployer Plan is in
reorganizationsubject to Section
4245 of ERISA; or (h) the takingimposition of
any action to terminate any Pension Benefit Planliability under Section
4041A or 4042Title IV of
ERISA, other than for PBGC
premiums due but not delinquent,
upon any Borrower or any member
of the Controlled Group.


 


“Third Amendment Effective
Date” shall mean August 16, 2018.




    45


     


    

“Toxic
Substance” shall mean and include any material present on the Real Property (including the Leasehold Interests) which
has been shown to have significant adverse effect on human health or which is subject to regulation under the Toxic Substances
Control Act (TSCA), 15 U.S.C. §§ 2601 et seq., applicable state law, or any other applicable Federal or state laws now
in force or hereafter enacted relating to toxic substances. “Toxic Substance” includes but is not limited to asbestos,
polychlorinated biphenyls (PCBs) and lead-based paints.


 


“Transactions”
shall have the meaning set forth in Section 5.5(a) hereof.


 


“Transferee” shall have the meaning set forth in
Section 16.3(d) hereof.


 


“Unbilled
Receivables Advance Rate” shall have the meaning set forth in Section 2.1(a)(y)(iii) hereof.


 


“Unfunded
Capital Expenditures” shall mean, as to any Borrower, without duplication, a Capital Expenditure funded (a) from such
Borrower’s internally generated cash flow or (b) with the proceeds of a Revolving Advance or Swing Loan.


 


“Uniform Commercial
Code” shall have the meaning set forth in Section 1.3 hereof.


 


“Unrestricted
Subsidiary” shall mean any Subsidiary of a Borrower (including any Subsidiary formed or
acquired after the Closing Date to the extent the formation or acquisition thereof is not otherwise prohibited hereby) designated
by Borrowing Agent as an Unrestricted Subsidiary hereunder by written notice to Agent; provided, that Borrowing Agent shall
only be permitted to designate a Subsidiary that exists on the Closing Date as an Unrestricted Subsidiary after the Closing Date
so long as (a) no Default or Event of Default has occurred and is continuing or would result therefrom, (b) immediately after
giving effect to such designation, on a pro forma basis, Borrowers shall be in compliance with the financial covenants set forth
in Section 6.5, and (c) such Subsidiary shall have been designated an “unrestricted subsidiary” (or otherwise not
be subject to the covenants and defaults) under and in accordance with the 2016
Notes Documents, New Second Priority Notes Documents or any other Junior Priority
Debt Document. Borrowers may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a
 “Subsidiary Redesignation”); provided, that (i) no Default or Event of Default has occurred and is continuing
or would result therefrom, (ii) immediately after giving effect to such Subsidiary Redesignation, on a pro forma basis, Borrowers
shall be in compliance with the financial covenants set forth in Section 6.5, (iii) all representations and warranties contained
herein and in the Other Documents shall be true and correct in all material respects with the same effect as though such representations
and warranties had been made on and as of the date of such Subsidiary Redesignation (both before and after giving effect thereto),
unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct
in all material respects as of such earlier date and (iv) Borrowers shall have delivered to Agent an officer’s certificate executed
by the President, Chief Executive Officer, Chief Financial Officer, Treasurer or Controller of Borrowing Agent, certifying to
the best of such Person’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and containing
the calculations and information required by the preceding clause (ii).




    46


     


    

“U.S. Borrowers”
shall mean the Borrowers other than GX Mexico.


 


“USA
PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.


 


“Usage Amount”
shall have the meaning set forth in Section 3.3 hereof.


 


“Voting
Stock” shall mean, with respect to any Person, Equity Interests of such Person entitled to vote (including within the
meaning of Treas. Reg. Section 1.956-2(c)(2)).


 


1.3          Uniform Commercial Code Terms. All terms used herein and defined in the Uniform
Commercial Code as adopted in the State of New York from time to time (the “Uniform Commercial Code”) shall have the
meaning given therein unless otherwise defined herein. Without limiting the foregoing, the terms “accounts”, “chattel
paper” (and “electronic chattel paper” and “tangible chattel paper”), “commercial tort claims”,
 “deposit accounts”, “documents”, “equipment”, “financial asset”, “fixtures”,
 “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”,
 “letter-of-credit rights”, “payment intangibles”, “proceeds”, “promissory note”
 “securities”, “software” and “supporting obligations” as and when used in the description of
Collateral shall have the meanings given to such terms in Articles 8 or 9 of the Uniform Commercial Code. To the extent the definition
of any category or type of collateral is expanded by any amendment, modification or revision to the Uniform Commercial Code, such
expanded definition will apply automatically as of the date of such amendment, modification or revision.


 


1.4          Certain
Matters of Construction. The terms “herein”, “hereof and “hereunder” and other words of similar
import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. All references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules
to, this Agreement. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein
in the singular also include the plural and vice versa. All references to statutes and related regulations shall include any amendments
of same and any successor statutes and regulations. Unless otherwise provided, (i) all references to any instruments or agreements
to which Agent is a party, including references to any of the Other Documents, shall include any and all modifications, supplements
or amendments thereto, any and all restatements or replacements thereof and any and all extensions or renewals thereof and
(ii) any references to any other instruments or agreements shall include any and all modifications, supplements or amendments
thereto, any and all restatements or replacements (whether in whole or in part) thereof and any and all extensions or renewals
thereof, in each case, to the extent any such modification, supplement, amendment, restatement, replacement, extension or renewal
is not expressly prohibited hereunder. In furtherance of clause (ii) of the foregoing sentence, any reference to any instrument
or agreement evidencing Indebtedness that is refinanced, refunded, extended, renewed or replaced as Permitted Refinancing Indebtedness
shall be deemed to refer also to any applicable instruments or agreements evidencing such Permitted Refinancing Indebtedness.
All references herein to the time of day shall mean the time in New York, New York. Unless otherwise provided, all financial calculations
shall be performed with Inventory valued at the lower of cost or market value, determined by the Borrowing Agent in accordance
with its customary accounting procedures. Whenever the words “including” or “include” shall be used, such
words shall be understood to mean “including, without limitation” or “include, without limitation”. A
Default or an Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default
or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement
or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default
shall “continue” or be “continuing” until such Event of Default has been waived in writing by Required
Lenders. Any Lien referred to in this Agreement or any of the Other Documents as having been created in favor of Agent, any agreement
entered into by Agent pursuant to this Agreement or any of the Other Documents, any payment made by or to or funds received by
Agent pursuant to or as contemplated by this Agreement or any of the Other Documents, or any act taken or omitted to be taken
by Agent, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the
benefit or account of Agent and Lenders. Wherever the phrase “to the best of Borrowers’ knowledge” or words of similar
import relating to the knowledge or the awareness of any Borrower are used in this Agreement or Other Documents, such phrase shall
mean and refer to (i) the actual knowledge of a senior officer of any Borrower or (ii) the knowledge that a senior officer would
have obtained if he/she had engaged in a good faith and diligent performance of his/her duties, including the making of such reasonably
specific inquiries as may be necessary of the employees or agents of such Borrower and a good faith attempt to ascertain the existence
or accuracy of the matter to which such phrase relates.




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1.5          LIBOR
Notification. Section 3.8.2 provides a mechanism for determining an alternative rate of interest in the event that the London
interbank offered rate is no longer available or in certain other circumstances. The Agent does not warrant or accept any responsibility
for and shall not have any liability with respect to, the administration, submission or any other matter related to the London
interbank offered rate or other rates in the definition of “LIBOR Rate” or with respect to any alternative or successor
rate thereto, or replacement rate therefor.


 


	II.	ADVANCES, PAYMENTS.



 


		2.1	Revolving Advances.



 


(a)          Amount
of Revolving Advances. Subject to the terms and conditions set forth in this Agreement specifically including Section 2.1(b),
each Lender, severally and not jointly, will make Revolving Advances to Borrowers in aggregate amounts outstanding at any time
equal to such Lender’s Revolving Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount, less the outstanding
amount of Swing Loans, less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (y) an amount equal to
the sum of:


 


(i)            up to 85% (the “Domestic Receivables Advance Rate”) of Eligible Domestic
Receivables, plus




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(ii)            up to 85% of the value of the Eligible Foreign Receivables (the “Foreign Receivables
Advance Rate”), plus


 


(iii)           the lesser of (A) up to 85% of Eligible Unbilled Receivables (the “Unbilled
Receivables Advance Rate”), or (B) $25,000,000 in the aggregate at any one time, plus


 


(iv)           the least of (A) up to 50% of the value of the Eligible Inventory (the “Inventory
Advance Rate”), (B) up to 85% of NOLV Percentage of the value of Eligible Inventory (the “Inventory NOLV Advance
Rate”), or (C) 20% of the lesser of (I) the sum of Section 2.1(a)(y)(i), Section 2.1(a)(y)(ii), Section 2.1(a)(y)(iii)
and the lesser of Sections 2.1(a)(y)(iv)(A) and (B), and (II) the Maximum Revolving Advance Amount, in each case in the aggregate
at any one time, plus


 


(v)            the lesser of (A) the Multi-Client Data Library Advance Rate of the net orderly liquidation
value of the Eligible Multi-Client Data Library Assets pursuant to the most recent NOLV Appraisal, or (B) $28,500,000 in the aggregate
at any one time, minus


 


(vi)          the
aggregate Maximum Undrawn Amount of all outstanding Letters of Credit and the aggregate outstanding amount of Swing Loans, minus


 


(vii)          the Royalty Payable Reserve, minus


 


(viii)       
such reserves as Agent may in its Permitted Discretion deem proper and necessary from
time to time.


 


The
amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii), (iii), (iv) and (v) minus (y) Sections 2. l(a)(y)(vi), (vii) and
(viii) at any time and from time to time shall be referred to as the “Formula Amount”. Notwithstanding the
foregoing, the parties agree that at any given time the maximum Formula Amount attributable to GX Mexico, excluding amounts added
under clause (v), shall not exceed $5,000,000 (such Indebtedness, the “GX Mexico Obligations”). The Revolving
Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”)
substantially in the form attached hereto as Exhibit 2.1(a). Notwithstanding anything to the contrary contained in the foregoing
or otherwise in this Agreement, the outstanding aggregate principal amount of Swing Loans and the Revolving Advances at any one
time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the Maximum Undrawn
Amount of all outstanding Letters of Credit or (ii) the Formula Amount.


 


(b)         Discretionary Rights. The Advance Rates may be increased or decreased by Agent at any
time and from time to time in the exercise of its Permitted Discretion, provided that any decrease in the Advance Rates
or any other exercise of Permitted Discretion that has the effect of reducing the Formula Amount shall not apply until five (5)
Business Days after Agent shall have notified Borrowing Agent thereof in writing. Each Borrower consents to any such increases
or decreases and acknowledges that decreasing the Advance Rates or increasing or imposing reserves may limit or restrict Advances
requested by Borrowing Agent. The rights of Agent under this subsection are subject to the provisions of Section 16.2(b).




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2.2          Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable
Interest Rates for All Advances.


 


(a)         Borrowing Agent on behalf of any Borrower may notify Agent prior to 1:00 p.m. on a Business
Day of a Borrower’s request to incur, on that day, a Revolving Advance hereunder, subject to Section 2.1(b) above. Should any amount
required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or
Lenders, or with respect to any other Obligation under this Agreement, become due, same shall be deemed a request for a Revolving
Advance maintained as a Domestic Rate Loan as of the date such payment is due, in the amount required to pay in full such interest,
fee, charge or Obligation, and such request shall be irrevocable.


 


(b)         Notwithstanding the provisions of subsection (a) above, in the event any Borrower desires
to obtain a LIBOR Rate Loan for any Advance (other than a Swing Loan), Borrowing Agent shall give Agent written notice by no later
than 1:00 p.m. on the day which is three (3) Business Days prior to the date such LIBOR Rate Loan is to be borrowed, specifying
(i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount of such Advance
to be borrowed, which amount shall be in a minimum amount of $1,000,000 and in integral multiples of $500,000 thereafter, and (iii)
the duration of the first Interest Period therefor. Interest Periods for LIBOR Rate Loans shall be for one, two or three months;
provided that, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business
Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding
Business Day. Any Interest Period that begins on the last Business Day of a calendar month (or a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month
of such Interest Period. Upon and after the occurrence of an Event of Default, and during the continuation thereof, at the option
of Agent or at the direction of Required Lenders, no LIBOR Rate Loan shall be made available to any Borrower. After giving effect
to each requested LIBOR Rate Loan, including those which are converted from a Domestic Rate Loan under Section 2.2(e), there shall
not be outstanding more than six (6) LIBOR Rate Loans, in the aggregate.


 


(c)         Each Interest Period of a LIBOR Rate Loan shall commence on the date such LIBOR Rate
Loan is made and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above, provided
that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore
Dollar deposits and no Interest Period shall end after the last day of the Term.


 


(d)         Borrowing Agent shall elect the initial Interest Period applicable to a LIBOR Rate Loan
by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to
Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable
written notice to Agent of such duration not later than 1:00 p.m. on the day which is three (3) Business Days prior to the last
day of the then current Interest Period applicable to such LIBOR Rate Loan. If Agent does not receive timely notice of the Interest
Period elected by Borrowing Agent, Borrowing Agent shall be deemed
to have elected to convert such LIBOR Rate Loan to a Domestic Rate Loan subject to Section 2.2(e) below.




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(e)         Provided
that no Default or Event of Default shall have occurred and be continuing, Borrowing Agent may, on the last Business Day of the
then current Interest Period applicable to any outstanding LIBOR Rate Loan, or on any Business Day with respect to Domestic Rate
Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of
a LIBOR Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such LIBOR Rate
Loan. If Borrowing Agent desires to convert a loan, Borrowing Agent shall give Agent written notice by no later than 1:00 p.m.
(i) on the day which is three (3) Business Days prior to the date on which such conversion is to occur with respect to a conversion
from a Domestic Rate Loan to a LIBOR Rate Loan, or (ii) on the day which is one (1) Business Day prior to the date on which such
conversion is to occur (which date shall be the last Business Day of the Interest Period for the applicable LIBOR Rate Loan) with
respect to a conversion from a LIBOR Rate Loan to a Domestic Rate Loan, specifying, in each case, the date of such conversion,
the loans to be converted and if the conversion is to a LIBOR Rate Loan, the duration of the first Interest Period therefor.


 


(f)         At its option and upon written notice given prior to 1:00 p.m. at least three (3) 
Business Days prior to the date of such prepayment, any Borrower may, subject to Section 2.2(g) hereof, prepay the LIBOR
Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date
of such repayment. Such Borrower shall specify the date of prepayment of Advances which are LIBOR Rate Loans and the amount of
such prepayment. In the event that any prepayment of a LIBOR Rate Loan is required or permitted on a date other than the last
Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor
in accordance with Section 2.2(g) hereof.


 


(g)         Each Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless
from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment,
conversion of or any default by any Borrower in the payment of the principal of or interest on any LIBOR Rate Loan or failure by
any Borrower to complete a borrowing of, a prepayment of or conversion of or to a LIBOR Rate Loan after notice thereof has been
given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make
or maintain its LIBOR Rate Loans hereunder; provided that GX Mexico shall only be liable for amounts attributable to the GX Mexico
Obligations. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender
to Borrowing Agent shall be conclusive absent manifest error.


 


(h)         Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation
or directive, or any change therein or in the interpretation or application thereof, including without limitation any Change in
Law, shall make it unlawful for Lenders or any Lender (for purposes of this subsection (h), the term “Lender” shall
include any Lender and the office or branch where any Lender or any Person controlling such Lender makes or maintains any LIBOR
Rate Loans) to make or maintain its LIBOR Rate Loans, the obligation of Lenders or such affected
Lender) to make LIBOR Rate Loans hereunder shall forthwith be cancelled and Borrowers shall, if any affected LIBOR Rate Loans
are then outstanding, promptly upon request from Agent, either pay all such affected LIBOR Rate Loans or convert such affected
LIBOR Rate Loans into loans of another type. If any such payment or conversion of any LIBOR Rate Loan is made on a day that is
not the last day of the Interest Period applicable to such LIBOR Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such
amount or amounts set forth in clause (g) above. A certificate as to any additional amounts payable pursuant to the foregoing
sentence submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error.




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(i)         Anything to the contrary contained herein notwithstanding,
neither Agent nor any Lender, nor any of their participants, is actually required to acquire LIBOR deposits to fund or otherwise
match fund any Obligation as to which interest accrues based on the LIBOR Rate. The provisions set forth herein shall apply as
if each Lender or its participants had match funded any Obligation as to which interest is accruing based on the LIBOR Rate by
acquiring LIBOR deposits for each Interest Period in
the amount of the LIBOR Rate Loans.


 


		2.3	Reserved.



 


		2.4	Swing Loans.



 


(a)         Subject to the terms and conditions set forth in this Agreement, and in order to minimize
the transfer of funds between Lenders and Agent for administrative convenience, Agent, Lenders holding Revolving Commitments and
Swing Loan Lender agree that in order to facilitate the administration of this Agreement, Swing Loan Lender may, at its election
and option made in its sole discretion cancelable at any time for any reason whatsoever, make swing loan advances (“Swing
Loans”) available to Borrowers as provided for in this Section 2.4 at any time or from time to time after the date hereof
to, but not including, the expiration of the Term, in an aggregate principal amount up to but not in excess of the Maximum Swing
Loan Advance Amount, provided that the outstanding aggregate principal amount of Swing Loans and the Revolving Advances
at any one time outstanding shall not exceed an amount equal to the lesser of (i) the Maximum Revolving Advance Amount less the
Maximum Undrawn Amount of all outstanding Letters of Credit or (ii) the Formula Amount. All Swing Loans shall be Domestic Rate
Loans only. Borrowers may borrow (at the option and election of Swing Loan Lender), repay and reborrow (at the option and election
of Swing Loan Lender) Swing Loans and Swing Loan Lender may make Swing Loans as provided in this Section 2.4 during the period
between Settlement Dates. All Swing Loans shall be evidenced by a secured promissory note (the “Swing Loan Note”)
substantially in the form attached hereto as Exhibit 2.4(a). Swing Loan Lender’s agreement to make Swing Loans under this Agreement
is cancelable at any time for any reason whatsoever and the making of Swing Loans by Swing Loan Lender from time to time shall
not create any duty or obligation, or establish any course of conduct, pursuant to which Swing Loan Lender shall thereafter be
obligated to make Swing Loans in the future.


 


(b)         Upon
either (i) any request by Borrowing Agent for a Revolving Advance made pursuant to Section 2.2(a) hereof or (ii) the
occurrence of any deemed request by Borrowers for a Revolving Advance pursuant to the provisions of the last sentence of
Section 2.2(a) hereof, Swing Loan Lender may elect, in its sole discretion, to have such request or deemed request treated as a request for a Swing Loan, and may advance
same day funds to Borrowers as a Swing Loan; provided that notwithstanding anything to the contrary provided for herein,
Swing Loan Lender may not make Swing Loan Advances if Swing Loan Lender has been notified by Agent or by Required Lenders that
one or more of the applicable conditions set forth in Section 8.2 of this Agreement have not been satisfied or the Revolving Commitments
have been terminated for any reason.




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(c)         Upon the making of a Swing Loan (whether before or after the occurrence of a Default
or an Event of Default and regardless of whether a Settlement has been requested with respect to such Swing Loan), each Lender
holding a Revolving Commitment shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably
purchased from Swing Loan Lender, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion
to its Revolving Commitment Percentage. Swing Loan Lender or Agent may, at any time, require the Lenders holding Revolving Commitments
to fund such participations by means of a Settlement as provided for in Section 2.6(d) below. From and after the date, if any,
on which any Lender holding a Revolving Commitment is required to fund, and funds, its participation in any Swing Loans purchased
hereunder, Agent shall promptly distribute to such Lender its Revolving Commitment Percentage of all payments of principal and
interest and all proceeds of Collateral received by Agent in respect of such Swing Loan; provided that no Lender holding
a Revolving Commitment shall be obligated in any event to make Revolving Advances in an amount in excess of its Revolving Commitment
Amount minus its Participation Commitment (taking into account any reallocations under Section 2.22) of the Maximum Undrawn Amount
of all outstanding Letters of Credit.


 


2.5           Disbursement
of Advance Proceeds. All Advances shall be disbursed from whichever office or other place Agent may designate from time to
time and, together with any and all other Obligations of Borrowers
to Agent or Lenders, shall be charged to Borrowers’ Account on Agent’s books. The proceeds
of each Revolving Advance or Swing Loan requested by Borrowing Agent on behalf of any Borrower or deemed to have been requested
by any Borrower under Sections 2.2(a), 2.6(b) or 2.14 hereof shall, (i) with respect to requested Revolving Advances, to the extent
Lenders make such Revolving Advances in accordance with Section 2.2(a), 2.6(b) or 2.14 hereof, and with respect to Swing Loans
made upon any request or deemed request by
Borrowing Agent for a Revolving Advance to the extent Swing Loan Lender makes such Swing Loan in accordance with Section 2.4(b)
hereof, be made available to the applicable Borrower on the day so requested by way of credit to such Borrower’s operating account
at PNC, or such other bank as Borrowing Agent may designate following notification to Agent, in immediately available federal
funds or other immediately available funds or, (ii) with respect to Revolving Advances deemed to have been requested by any Borrower
or Swing Loans made upon any deemed request for a Revolving Advance by any Borrower, be disbursed to Agent to be applied to the
outstanding Obligations giving rise to such deemed request. During the Term, Borrowers may use the Revolving Advances and Swing
Loans by borrowing, prepaying and reborrowing, all in accordance with the terms and conditions hereof.


 


		2.6	Making and Settlement of Advances.



 


(a)          Each borrowing of Revolving Advances shall be advanced according to the applicable Revolving
Commitment Percentages of Lenders holding the Revolving Commitments (subject to any contrary
terms of Section 2.22). Each borrowing of Swing Loans shall be advanced by Swing Loan Lender alone.




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(b)          Promptly after receipt by Agent of a request or a deemed request for a Revolving Advance
pursuant to Section 2.2(a) and, with respect to Revolving Advances, to the extent Agent elects not to provide a Swing Loan or the
making of a Swing Loan would result in the aggregate amount of all outstanding Swing Loans exceeding the maximum amount permitted
in Section 2.4(a), Agent shall notify Lenders holding the Revolving Commitments of its receipt of such request specifying the information
provided by Borrowing Agent and the apportionment among Lenders of the requested Revolving Advance as determined by Agent in accordance
with the terms hereof. Each Lender shall remit the principal amount of each Revolving Advance to Agent such that Agent is able
to, and Agent shall, to the extent the applicable Lenders have made funds available to it for such purpose and subject to Section
8.2, fund such Revolving Advance to Borrowers in U.S. Dollars and immediately available funds at the Payment Office prior to the
close of business, on the applicable borrowing date; provided that if any applicable Lender fails to remit such funds to
Agent in a timely manner, Agent may elect in its sole discretion to fund with its own funds the Revolving Advance of such Lender
on such borrowing date, and such Lender shall be subject to the repayment obligation in Section 2.6(c) hereof.


 


(c)          Unless Agent shall have been notified by telephone, confirmed in writing, by any Lender
holding a Revolving Commitment that such Lender will not make the amount which would constitute its applicable Revolving Commitment
Percentage of the requested Revolving Advance available to Agent, Agent may (but shall not be obligated to) assume that such Lender
has made such amount available to Agent on such date in accordance with Section 2.6(b) and may, in reliance upon such assumption,
make available to Borrowers a corresponding amount. In such event, if a Lender has not in fact made its applicable Revolving Commitment
Percentage of the requested Revolving Advance available to Agent, then the applicable Lender and Borrowers severally agree to pay
to Agent on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made
available to Borrowers through but excluding the date of payment to Agent, at (i) in the case of a payment to be made by such Lender,
the greater of (A) (x) the daily average Federal Funds Effective Rate (computed on the basis of a year of 360 days) during such
period as quoted by Agent, times (y) such amount or (B) a rate determined by Agent in accordance with banking industry rules on
interbank compensation, and (ii) in the case of a payment to be made by Borrowers, the Revolving Interest Rate for Revolving Advances
that are Domestic Rate Loans. If such Lender pays its share of the applicable Revolving Advance to Agent, then the amount so paid
shall constitute such Lender’s Revolving Advance. Any payment by Borrowers shall be without prejudice to any claim Borrowers may
have against a Lender holding a Revolving Commitment that shall have failed to make such payment to Agent. A certificate of Agent
submitted to any Lender or Borrowers with respect to any amounts owing under this paragraph (c) shall be conclusive, in the absence
of manifest error.


 


(d)          Agent, on behalf of Swing Loan Lender, shall demand settlement (a “Settlement”)
of all or any Swing Loans with Lenders holding the Revolving Commitments on at least a weekly basis, or on any more frequent date
that Agent elects or that Swing Loan Lender at its option exercisable for any reason whatsoever may request, by notifying Lenders
holding the Revolving Commitments of such requested Settlement by facsimile, telephonic or electronic transmission
no later than 3:00 p.m. on the date of such requested Settlement (the “Settlement Date”). Subject to any contrary
provisions of Section 2.22, each Lender holding a Revolving Commitment shall transfer the amount of such Lender’s Revolving Commitment
Percentage of the outstanding principal amount (plus interest accrued thereon to the extent requested by Agent) of the applicable
Swing Loan with respect to which Settlement is requested by Agent, to such account of Agent as Agent may designate not later than
5:00 p.m. on such Settlement Date if requested by Agent by 3:00 p.m., otherwise not later than 5:00 p.m. on the next Business Day.
Settlements may occur at any time notwithstanding that the conditions precedent to making Revolving Advances set forth in Section
8.2 have not been satisfied or the Revolving Commitments shall have otherwise been terminated at such time. All amounts so transferred
to Agent shall be applied against the amount of outstanding Swing Loans and, when so applied shall constitute Revolving Advances
of such Lenders accruing interest as Domestic Rate Loans. If any such amount is not transferred to Agent by any Lender holding
a Revolving Commitment on such Settlement Date, Agent shall be entitled to recover such amount on demand from such Lender together
with interest thereon as specified in Section 2.6(c).




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(e)          If any Lender or Participant (a “Benefited Lender”) shall at any
time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether
voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other
Lender, if any, in respect of such other Lender’s Advances, or interest thereon, and such greater proportionate payment or receipt
of Collateral is not expressly permitted hereunder, such Benefited Lender shall purchase for cash from the other Lenders a participation
in such portion of each such other Lender’s Advances, or shall provide such other Lender with the benefits of any such Collateral,
or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such Collateral
or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price
and benefits returned, to the extent of such recovery, but without interest. Each Borrower consents to the foregoing and agrees,
to the extent it may effectively do so under Applicable Law, that each Lender so purchasing a portion of another Lender’s Advances
may exercise all rights of payment (including rights of set-off) with respect to such portion as fully as if such Lender were the
direct holder of such portion, and the obligations owing to each such purchasing Lender in respect of such participation and such
purchased portion of any other Lender’s Advances shall be part of the Obligations secured by the Collateral, and the obligations
owing to each such purchasing Lender in respect of such participation and such purchased portion of any other Lender’s Advances
shall be part of the Obligations secured by the Collateral.


 


2.7           Maximum Advances. The aggregate balance of Revolving Advances plus Swing Loans
outstanding at any time shall not exceed the lesser of (a) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn
Amount of all issued and outstanding Letters of Credit or (b) the Formula Amount.


 


		2.8	Manner and Repayment of Advances.



 


(a)          The Revolving Advances and Swing Loans shall be due and payable in full on the last
day of the Term subject to earlier prepayment as herein provided. Notwithstanding
the foregoing, all Advances shall be subject to earlier repayment upon (x) acceleration upon the occurrence of an Event of Default
under this Agreement or (y) termination of this Agreement. Each payment (including each prepayment) by any Borrower on account
of the principal of and interest on the Advances shall be applied, first to the outstanding Swing Loans and next, pro rata according
to the applicable Revolving Commitment Percentages of Lenders, to the outstanding Revolving Advances (subject to any contrary provisions
of Section 2.22) with application first to Revolving Advances comprising Domestic Rate Loans and thereafter to Revolving Advances
comprising LIBOR Rate Loans.




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(b)          [Reserved.]


 


(c)          All payments of principal, interest and other amounts payable hereunder, or under any
of the Other Documents shall be made to Agent without deduction, setoff or counterclaim and at the Payment Office not later than
1:00 p.m. on the due date therefor in Dollars in federal funds or other funds immediately available to Agent. At any time during
which a Cash Dominion Trigger Event shall have occurred and then be continuing, Agent shall have the right to effectuate payment
of any and all Obligations due and owing hereunder by charging Borrowers’ Account or by making Advances as provided in Section
2.2 hereof.


 


(d)        At any time during which a Cash Dominion Trigger Event shall have occurred and then
be continuing, all proceeds received by Agent shall be applied to the Obligations (other than Hedge Liabilities and Cash Management
Liabilities) in accordance with Section 4.8(h).


 


2.9          Repayment of Excess Advances. If at any time the aggregate balance of outstanding
Revolving Advances, Swing Loans and/or Advances taken as a whole exceeds the maximum amount of such type of Advances and/or Advances
taken as a whole (as applicable) permitted hereunder, such excess Advances shall be due and payable promptly, but in any event
within three (3) Business Days of demand, at the Payment Office, whether or not a Default or an Event of Default has occurred.


 


2.10        Statement of Account. Agent shall maintain, in accordance with its customary
procedures, a loan account (“Borrowers’ Account”) in the name of Borrowers in which shall be recorded the date
and amount of each Advance made by Agent or Lenders in accordance with this Agreement and the date and amount of each payment in
respect thereof; provided, however, the failure by Agent to record the date and amount of any Advance shall not adversely
affect Agent or any Lender. Each month, Agent shall send to Borrowing Agent a statement showing the accounting for the Advances
made, payments made or credited in respect thereof, and other transactions between Agent, Lenders and Borrowers during such month.
The monthly statements shall be deemed correct and binding upon Borrowers in the absence of manifest error and shall constitute
an account stated between Lenders and Borrowers unless Agent receives a written statement of Borrowers’ specific exceptions thereto
within thirty (30) days after such statement is received by Borrowing Agent. The records of Agent with respect to Borrowers’ Account
shall be conclusive evidence absent manifest error of the amounts of Advances and other charges thereto and of payments applicable
thereto.




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		2.11	Letters of Credit.



 


(a)          Subject to the terms and conditions hereof, Issuer shall issue or cause the issuance
of standby and/or trade letters of credit denominated in Dollars (“Letters of Credit”) for the account of any
Borrower (including for the support of the obligations of any Subsidiary of a Borrower), except to the extent that the issuance
thereof would then cause the sum of (i) the outstanding Revolving Advances plus (ii) the outstanding Swing Loans, plus (iii) the
Maximum Undrawn Amount of all outstanding Letters of Credit, plus (iv) the Maximum Undrawn Amount of the Letter of Credit to be
issued to exceed the lesser of (x) the Maximum Revolving Advance Amount or (y) the Formula Amount (calculated without giving effect
to the deductions provided for in Section 2.1 (a)(y)(vi)). The Maximum Undrawn Amount of all outstanding Letters of Credit shall
not exceed in the aggregate at any time the Letter of Credit Sublimit. All disbursements or payments related to Letters of Credit
shall be deemed to be Domestic Rate Loans consisting of Revolving Advances and shall bear interest at the Revolving Interest Rate
for Domestic Rate Loans. Letters of Credit that have not been drawn upon shall not bear interest (but fees shall accrue in respect
of outstanding Letters of Credit as provided in Section 3.2 hereof).


 


(b)          Notwithstanding any provision of this Agreement, Issuer shall not be under any obligation
to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Body or arbitrator shall by its terms purport
to enjoin or restrain Issuer from issuing any Letter of Credit, or any Law applicable to Issuer or any request or directive (whether
or not having the force of law) from any Governmental Body with jurisdiction over Issuer shall prohibit, or request that Issuer
refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon Issuer with
respect to the Letter of Credit any restriction, reserve or capital requirement (for which Issuer is not otherwise compensated
hereunder) not in effect on the date of this Agreement, or shall impose upon Issuer any unreimbursed loss, cost or expense which
was not applicable on the date of this Agreement, and which Issuer in good faith deems material to it, or (ii) the issuance of
the Letter of Credit would violate one or more policies of Issuer applicable to letters of credit generally.


 


		2.12	Issuance of Letters of Credit.



 


(a)          Borrowing Agent, on behalf of any Borrower, may request Issuer to issue or cause the
issuance of a Letter of Credit by delivering to Issuer, with a copy to Agent at the Payment Office, prior to 1:00 p.m., at least
three (3) Business Days prior to the proposed date of issuance, such Issuer’s form of Letter of Credit Application (the “Letter
of Credit Application”) completed to the satisfaction of Agent and Issuer; and, such other certificates, documents and
other papers and information as Agent or Issuer may reasonably request. Issuer shall not issue any requested Letter of Credit if
such Issuer has received notice from Agent or any Lender that one or more of the applicable conditions set forth in Section 8.2
of this Agreement have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated
for any reason.


 


(b)          Each Letter of Credit shall, among other things, (i) provide for the payment of sight
drafts, or other written demands for payment, or acceptances of usance drafts when presented for honor thereunder in accordance
with the terms thereof and when accompanied
by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s
date of issuance (provided that any Letter of Credit may, if requested by Borrowing Agent, provide for renewal thereof for
additional periods of up to twelve (12) months), but in no event later than the last day of the Term. Each standby Letter of Credit
shall be subject either to the Uniform Customs and Practice for Documentary Credits as most recently published by the International
Chamber of Commerce at the time a Letter of Credit is issued (the “UCP”) or the International Standby Practices
(International Chamber of Commerce Publication Number 590) (the “ISP98 Rules”), or any subsequent revision thereof
at the time a standby Letter of Credit is issued, as determined by Issuer, and each trade Letter of Credit shall be subject to
the UCP.




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(c)          Agent shall use its reasonable efforts to notify Lenders of the request by Borrowing
Agent for a Letter of Credit hereunder.


 


		2.13	Requirements for Issuance of Letters of Credit.



 


(a)          Borrowing Agent shall authorize and direct any Issuer to name the applicable Borrower
as the “Applicant” or “Account Party” of each Letter of Credit. If Agent is not the Issuer of any Letter
of Credit, Borrowing Agent shall authorize and direct Issuer to deliver to Agent all instruments, documents, and other writings
and property received by Issuer pursuant to the Letter of Credit and to accept and rely upon Agent’s instructions and agreements
with respect to all matters arising in connection with the Letter of Credit, the application therefor.


 


(b)          In connection with all trade Letters of Credit issued or caused to be issued by Issuer
under this Agreement, each Borrower hereby appoints Issuer, or its designee, as its attorney, with full power and authority if
an Event of Default shall have occurred and is continuing: (i) to sign and/or endorse such Borrower’s name upon any warehouse or
other receipts, and acceptances; (ii) to sign such Borrower’s name on bills of lading; (iii) to clear Inventory through the United
States of America Customs Department (“Customs”) in the name of such Borrower or Issuer or Issuer’s designee,
and to sign and deliver to Customs officials powers of attorney in the name of such Borrower for such purpose; and (iv) to complete
in such Borrower’s name or Issuer’s, or in the name of Issuer’s designee, any order, sale or transaction, obtain the necessary
documents in connection therewith, and collect the proceeds thereof. Neither Agent, Issuer nor their attorneys will be liable for
any acts or omissions nor for any error of judgment or mistakes of fact or law, except for Agent’s, Issuer’s or their respective
attorney’s gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable as long as any Letters
of Credit remain outstanding.


 


		2.14	Disbursements, Reimbursement.



 


(a)          Immediately
upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from Issuer a participation in each Letter of Credit and each drawing
thereunder in an amount equal to such Lender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such
Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively.




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(b)          In the event of any request for a drawing under a Letter of Credit by the beneficiary
or transferee thereof, Issuer will promptly notify Agent and Borrowing Agent. Promptly following receipt of such notice, Borrowers
shall reimburse (such obligation to reimburse Issuer shall sometimes be referred to as a “Reimbursement Obligation”)
Issuer prior to 12:00 Noon, on each date that an amount is paid by Issuer under any Letter of Credit (each such date, a “Drawing
Date”) in an amount equal to the amount so paid by Issuer; provided that GX Mexico shall only be liable for amounts attributable
to the GX Mexico Obligations. In the event Borrowers fail to reimburse Issuer for the full amount of any drawing under any Letter
of Credit by 12:00 Noon, on the Drawing Date, Issuer will promptly notify Agent and each Lender holding a Revolving Commitment
thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan
be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments
shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 are
then satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason) as provided
for in Section 2.14(c) immediately below; provided that GX Mexico shall only be liable for amounts attributable to the GX Mexico
Obligations. Any notice given by Issuer pursuant to this Section 2.14(b) may be oral if promptly confirmed in writing; provided
that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice.


 


(c)        Each
Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) make available to Issuer through Agent
at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary
provisions of Section 2.22) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d))
each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender
holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of Issuer, the amount of such Lender’s
Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation
to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal
to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum
equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the
Drawing Date. Agent and Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or Issuer
to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect
such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c), provided that
such Lender shall not be obligated to pay interest as provided in Section 2.14(c)(i) and (ii) until and commencing from the date
of receipt of notice from Agent or Issuer of a drawing.


 


(d)          With
respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to
Borrowers in whole or in part as contemplated by Section 2.14(b), because of Borrowers’ failure to satisfy the conditions set
forth in Section 8.2 hereof (other than any notice requirements) or for any other reason, Borrowers shall
be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such
drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at
the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent
pursuant to Section 2.14(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing
and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment
in respect of the applicable Letter of Credit under this Section 2.14.




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(e)          Each applicable Lender’s Participation Commitment in respect of the Letters of Credit
shall continue until the last to occur of any of the following events: (x) Issuer ceases to be obligated to issue or cause to be
issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncancelled; and
(z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.


 


		2.15	Repayment of Participation Advances.



 


(a)          Upon (and only upon) receipt by Agent for the account of Issuer of immediately available
funds from Borrowers (i) in reimbursement of any payment made by Issuer or Agent under the Letter of Credit with respect to which
any Lender has made a Participation Advance to Agent, or (ii) in payment of interest on such a payment made by Issuer or Agent
under such a Letter of Credit, Agent will pay to each Lender holding a Revolving Commitment, in the same funds as those received
by Agent, the amount of such Lender’s Revolving Commitment Percentage of such funds, except Agent shall retain the amount of the
Revolving Commitment Percentage of such funds of any Lender holding a Revolving Commitment that did not make a Participation Advance
in respect of such payment by Agent (and, to the extent that any of the other Lender(s) holding the Revolving Commitment have funded
any portion such Defaulting Lender’s Participation Advance in accordance with the provisions of Section 2.22, Agent will pay over
to such Non-Defaulting Lenders a pro rata portion of the funds so withheld from such Defaulting Lender).


 


(b)          If Issuer or Agent is required at any time to return to any Borrower, or to a trustee,
receiver, liquidator, custodian, or any official in any insolvency proceeding, any portion of the payments made by Borrowers to
Issuer or Agent pursuant to Section 2.15(a) in reimbursement of a payment made under the Letter of Credit or interest or fee thereon,
each applicable Lender shall, on demand of Agent, forthwith return to Issuer or Agent the amount of its Revolving Commitment Percentage
of any amounts so returned by Issuer or Agent plus interest at the Federal Funds Effective Rate.


 


2.16         Documentation. Each Borrower agrees to be bound by the terms of the Letter of
Credit Application and by Issuer’s interpretations of any Letter of Credit issued on behalf of such Borrower and by Issuer’s written
regulations and customary practices relating to letters of credit, though Issuer’s interpretations may be different from such Borrower’s
own. In the event of a conflict between the Letter of Credit Application and this Agreement, this Agreement shall govern. It is
understood and agreed that, except in the case of gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final non-appealable judgment),
Issuer shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following Borrowing
Agent’s or any Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements
thereto.




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2.17        
Determination to Honor Drawing Request. In determining whether to honor any request
for drawing under any Letter of Credit by the beneficiary thereof, Issuer shall be responsible only to determine that the documents
and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with
the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has
been satisfied in the manner so set forth.


 


2.18        
Nature of Participation and Reimbursement Obligations. The obligation of each
Lender holding a Revolving Commitment in accordance with this Agreement to make the Revolving Advances or Participation Advances
as a result of a drawing under a Letter of Credit, and the obligations of Borrowers to reimburse Issuer upon a draw under a Letter
of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this
Section 2.18 under all circumstances, including the following circumstances:


 


(i)             any set-off, counterclaim, recoupment, defense or other right which such Lender or any
Borrower, as the case may be, may have against Issuer, Agent, any Borrower or Lender, as the case may be, or any other Person for
any reason whatsoever;


 


(ii)            the failure of any Borrower or any other Person to comply, in connection with a Letter
of Credit Borrowing, with the conditions set forth in this Agreement for the making of a Revolving Advance, it being acknowledged
that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of Lenders to make Participation
Advances under Section 2.14;


 


(iii)           any lack of validity or enforceability of any Letter of Credit;


 


(iv)           any claim of breach of warranty that might be made by any Borrower, Agent, Issuer or
any Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim,
defense or other right which any Borrower, Agent, Issuer or any Lender may have at any time against a beneficiary, any successor
beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee
or assignee may be acting), Issuer, Agent or any Lender or any other Person, whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction (including any underlying transaction between any Borrower or any Subsidiaries
of such Borrower and the beneficiary for which any Letter of Credit was procured);


 


(v)            the lack of power or authority of any signer of (or any defect in or forgery of any
signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft,
demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged
fraud in connection with any Letter of Credit, or the transport of any property or provision of services relating to a Letter of
Credit, in each case even if Issuer or any of Issuer’s Affiliates has been notified thereof;




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(vi)           payment by Issuer under any Letter of Credit against presentation of a demand, draft
or certificate or other document which is forged or does not fully comply with the terms of such Letter of Credit (provided that
the foregoing shall not excuse Issuer from any obligation under the terms of any applicable Letter of Credit to require the presentation
of documents that on their face appear to satisfy any applicable requirements for drawing under such Letter of Credit prior to
honoring or paying any such draw);


 


(vii)          the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit,
or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality,
quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;


 


(viii)         any failure by Issuer or any of Issuer’s Affiliates to issue any Letter of Credit in
the form requested by Borrowing Agent, unless Agent and Issuer have each received written notice from Borrowing Agent of such failure
within three (3) Business Days after Issuer shall have furnished Agent and Borrowing Agent a copy of such Letter of Credit and
such error is material and no drawing has been made thereon prior to receipt of such notice;


 


(ix)           the occurrence of any Material Adverse Effect;


 


(x)            any breach of this Agreement or any Other Document by any party thereto;


 


(xi)           the occurrence or continuance of an insolvency proceeding with respect to any Borrower
or any Guarantor;


 


(xii)          the fact that a Default or an Event of Default shall have occurred and be continuing;


 


(xiii)         the
fact that the Term shall have expired or this Agreement or the obligations of Lenders to make Advances have been terminated;
and


 


(xiv)         any other circumstance or happening whatsoever, whether or not similar to any of the
foregoing.


 


		2.19	Liability for Acts and Omissions.



 


(a)          As between Borrowers and Issuer, Swing Loan Lender, Agent and Lenders, each Borrower
assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters
of Credit. In furtherance and not in limitation of the foregoing, Issuer shall not be responsible for: (i) the form, validity,
sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for
an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged (even if Issuer or any of its Affiliates shall have been notified thereof); (ii) the validity or sufficiency
of any instrument transferring
or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof,
in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such
Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required
in order to draw upon such Letter of Credit or any other claim of any Borrower against any beneficiary of such Letter of Credit,
or any such transferee, or any dispute between or among any Borrower and any beneficiary of any Letter of Credit or any such transferee;
(iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, facsimile, telex or
otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission
or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii)
the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit;
or (viii) any consequences arising from causes beyond the control of Issuer, including any Governmental Acts, and none of the above
shall affect or impair, or prevent the vesting of, any of Issuer’s rights or powers hereunder. Nothing in the preceding sentence
shall relieve Issuer from liability for Issuer’s gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final nonappealable judgment) in connection with actions or omissions described in such clauses (i) through (viii)
of such sentence. In no event shall Issuer or Issuer’s Affiliates be liable to any Borrower for any indirect, consequential, incidental,
punitive, exemplary or special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting
from any change in the value of any property relating to a Letter of Credit.




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(b)          Without limiting the generality of the foregoing, Issuer and each of its Affiliates:
(i) may rely on any oral or other communication believed in good faith by Issuer or such Affiliate to have been authorized or given
by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their
face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored
presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of
wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially
been honored, together with any interest paid by Issuer or its Affiliates; (iv) may honor any drawing that is payable upon presentation
of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or
other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive,
or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully
honored under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand
made on Issuer or its Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter of
guarantee or of indemnity issued to a steamship agent or carrier or any document or instrument of like import (each an “Order”)
and honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts
or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.


 


(c)          In furtherance and extension and not in limitation of the specific provisions set forth
above, any action taken or omitted by Issuer under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder,
if taken or omitted in good faith and without gross negligence (as determined by a court of competent jurisdiction in a final non-appealable
judgment), shall not put Issuer under any resulting liability to any Borrower, Agent or any Lender.




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		2.20	Mandatory Prepayments: Voluntary Reductions of Revolving Commitments.



 


(a)          Subject
to Section 7.1 hereof, when any Loan Party sells or otherwise disposes of any Collateral other than (x)
Inventory in the Ordinary Course of Business,
or (y) pursuant to or in connection with the INOVA Transaction, Borrowers shall repay
the Advances (if any are then outstanding) in an amount equal to the net cash proceeds of such sale (i.e., gross cash proceeds
less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more
than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held
in trust for Agent; provided, however, that no such repayment shall be required to the extent Borrowers notified
Agent that such net cash proceeds will instead be applied to replace such Collateral with productive assets of a kind used or
useable in the business of the Loan Parties; provided, further, that if such net cash proceeds constituting proceeds
of Collateral other than Eligible Domestic Receivables, Eligible Foreign Receivables, Eligible Unbilled Receivables and Eligible
Inventory are received or being held by such Loan Party during a Cash Dominion Trigger Event, Agent shall establish a reserve
in the amount of such net cash proceeds, which reserve shall become permanent to the extent such net cash proceeds have not been
applied to replace such Collateral with productive assets of a kind used or useable in the business of the Loan Parties within
three hundred sixty (360) days after the applicable Loan Party’s receipt of such net cash proceeds; provided, further,
that if such net cash proceeds constituting proceeds of Collateral relating to Borrower’s interest in its Multi-Client Data
Library are received or being held by such Loan Party during a Cash Dominion Trigger Event, Agent shall establish a reserve in
the amount of such net cash proceeds, which reserve shall become permanent to the extent such net cash proceeds have not been
applied to replace such Collateral with productive assets of a kind used or useable in the business of the Loan Parties within
one hundred eighty (180) days after the applicable Loan Party’s receipt of such net cash proceeds. The foregoing shall not be
deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be
applied to the Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in
accordance with the provisions of Section 3.2(b); provided, however, that if no Default or Event of Default has
occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters
of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance
with the terms hereof. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, the proceeds
from any sale of Borrower’s interest in its Multi-Client Data Library pursuant to Section 7.1(b)(v) hereof may be retained
by the Borrowers for general corporate purposes.


 


(b)          [Reserved.]


 


(c)          In
the event of any issuance or other incurrence of Indebtedness (other than Permitted Indebtedness) by any Borrower, Borrowers shall,
no later than three (3) Business Days after the receipt by the applicable Borrower of the cash proceeds from any such incurrence
of Indebtedness, repay the Advances (if any) in an amount equal to the lesser of (x) one hundred percent (100%) of such cash proceeds
in the case of such incurrence or issuance of Indebtedness and (y) the amount of such Advances. Such repayments will be applied
in the same manner as set forth in Section 2.20(a) hereof.




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(d)       
All proceeds received by Borrowers or Agent (i)
under any insurance policy on account of damage or destruction of any assets or property of any Loan Party, or (ii) as a result
of any taking or condemnation of any assets or property, shall be applied in accordance with Section 6.6 hereof; provided,
however, that no such repayment shall be required to the extent the Borrowing Agent has notified Agent that such proceeds
will instead be applied to replace such assets or property with productive assets of a kind used or useable in the business of
the Loan Parties; provided, further, that if such proceeds have not been applied to replace such assets or property
with productive assets of a kind used or useable in the business of the Loan Parties within one hundred eighty (180) days after
the applicable Loan Party’s receipt of such proceeds, Borrowers shall repay the Advances in an amount equal to such proceeds of
such sale on the next Business Day.


 


(e)       
Subject to Section 2.2(g) hereof, Borrowers may,
at their option from time to time, permanently reduce the aggregate Revolving Commitments upon at least five (5) days prior written
notice to Agent, which notice shall specify the amount of the reduction and shall be irrevocable once given, provided that
a notice of reduction of the Revolving Commitments delivered by any Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be revoked by such Borrower (by notice to Agent on or
prior to the specified effective date) if such condition is not satisfied. Each reduction shall be in a minimum amount of $10,000,000
or an increment of $5,000,000 in excess thereof and shall not reduce the aggregate Revolving Commitments to an amount less than
the aggregate amount of Advances outstanding at such time.


 


Notwithstanding
to foregoing, GX Mexico shall only be liable for amounts attributable to the GX Mexico Obligations.


 


		2.21	Use
                                         of Proceeds.



 


(a)       
Borrowers shall apply the proceeds of Advances
to (i) pay fees and expenses relating to this transaction, and (ii) provide for its general corporate needs, including its working
capital requirements, capital expenditures, surety deposits and acquisition financing.


 


(b)       
Without limiting the generality of Section 2.21(a)
above, neither Borrowers, the Guarantors nor any other Person which may in the future become party to this Agreement or the Other
Documents as a borrower or Guarantor, intends to use nor shall they use any portion of the proceeds of the Advances, directly
or indirectly, for any purpose in violation of Applicable Law.


 


		2.22	Defaulting
                                         Lender.



 


(a)       
Notwithstanding anything to the contrary contained
herein, in the event any Lender is a Defaulting Lender, all rights and obligations hereunder of such Defaulting Lender
and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.22 so long as such
Lender is a Defaulting Lender.



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(b)      
(i) except as otherwise expressly provided
for in this Section 2.22, Revolving Advances shall be made pro rata from Lenders holding Revolving Commitments which are not Defaulting
Lenders based on their respective Revolving Commitment Percentages, and no Revolving Commitment Percentage of any Lender or any
pro rata share of any Revolving Advances required to be advanced by any Lender shall be increased as a result of any Lender being
a Defaulting Lender. Amounts received in respect of principal of any type of Revolving Advances shall be applied to reduce such
type of Revolving Advances of each Lender (other than any Defaulting Lender) holding a Revolving Commitment in accordance with
their Revolving Commitment Percentages; provided, that, Agent shall not be obligated to transfer to a Defaulting Lender
any payments received by Agent for Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any
payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to
or retained by Agent. Agent may hold and, in its discretion, re-lend to a Borrower the amount of such payments received or retained
by it for the account of such Defaulting Lender.


 


(ii)         
fees pursuant to Section 3.3(b) hereof shall cease
to accrue in favor of such Defaulting Lender.


 


(iii)        
if any Swing Loans are outstanding or any Letters
of Credit (or drawings under any Letter of Credit for which Issuer has not been reimbursed) are outstanding or exist at the time
any such Lender holding a Revolving Commitment becomes a Defaulting Lender, then:


 


(A)     
Defaulting Lender’s Participation Commitment in
the outstanding Swing Loans and of the Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated among
Non-Defaulting Lenders holding Revolving Commitments in proportion to the respective Revolving Commitment Percentages of such
Non-Defaulting Lenders to the extent (but only to the extent) that (x) such reallocation does not cause the aggregate sum of outstanding
Revolving Advances made by any such Non-Defaulting Lender holding a Revolving Commitment plus such Lender’s reallocated Participation
Commitment in the outstanding Swing Loans plus such Lender’s reallocated Participation Commitment in the aggregate Maximum Undrawn
Amount of all outstanding Letters of Credit to exceed the Revolving Commitment Amount of any such Non-Defaulting Lender, and (y)
no Default or Event of Default has occurred and is continuing at such time;


 


(B)      
if the reallocation described in clause (A) above
cannot, or can only partially, be effected, Borrowers shall within one (1) Business Day following notice by Agent (x) first, prepay
any outstanding Swing Loans that cannot be reallocated, and (y) second, cash collateralize for the benefit of Issuer, Borrowers’
obligations corresponding to such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of
Credit (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with Section 3.2(b) for so
long as such Obligations are outstanding;




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(C)     
if Borrowers cash collateralize any portion of
such Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit pursuant to clause (B)
above, Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.2(a) with respect to such
Defaulting Lender’s Revolving Commitment Percentage of Maximum Undrawn Amount of all Letters of Credit during the period such
Defaulting Lender’s Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit are cash collateralized;


 


(D)     
if Defaulting Lender’s Participation Commitment
in the Maximum Undrawn Amount of all Letters of Credit is reallocated pursuant to clause (A) above, then the fees payable to Lenders
holding Revolving Commitments pursuant to Section 3.2(a) shall be adjusted and reallocated to Non-Defaulting Lenders holding Revolving
Commitments in accordance with such reallocation; and


 


(E)     
if all or any portion of such Defaulting Lender’s
Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is neither reallocated nor cash collateralized
pursuant to clauses (A) or (B) above, then, without prejudice to any rights or remedies of Issuer or any other Lender hereunder,
all Letter of Credit Fees payable under Section 3.2(a) with respect to such Defaulting Lender’s Revolving Commitment Percentage
of the Maximum Undrawn Amount of all Letters of Credit shall be payable to the Issuer (and not to such Defaulting Lender) until
(and then only to the extent that) such Participation Commitment in the Maximum Undrawn Amount of all Letters of Credit is reallocated
and/or cash collateralized; and


 


(iv)     
so long as any Lender holding a Revolving Commitment
is a Defaulting Lender, Swing Loan Lender shall not be required to fund any Swing Loans and Issuer shall not be required to issue,
amend or increase any Letter of Credit, unless such Issuer is satisfied that the related exposure and Defaulting Lender’s Participation
Commitment in the Maximum Undrawn Amount of all Letters of Credit and all Swing Loans (after giving effect to any such issuance,
amendment, increase or funding) will be fully allocated to Non-Defaulting Lenders holding Revolving Commitments and/or cash collateral
for such Letters of Credit will be provided by Borrowers in accordance with clause (A) and (B) above, and participating interests
in any newly made Swing Loan or any newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders
in a manner consistent with Section 2.22(b)(iii)(A) above (and such Defaulting Lender shall not participate therein).


 


(c)       
A Defaulting Lender shall not be entitled to give
instructions to Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the Other Documents,
and all amendments, waivers and other modifications of this Agreement and the Other Documents may be made without regard to a
Defaulting Lender and, for purposes of the definition of “Required Lenders”, a Defaulting Lender shall not be deemed
to be a Lender, to have any outstanding Advances or a Revolving Commitment Percentage provided, that this clause (c) shall
not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification described in clauses (i)
or (ii) of Section 16.2(b).


 


(d)       
Other than as expressly set forth in this Section
2.22, the rights and obligations of a Defaulting Lender (including the obligation to indemnify Agent) and the other parties
hereto shall remain unchanged. Nothing in this Section 2.22 shall be deemed to release any Defaulting Lender from its obligations
under this Agreement and the Other Documents, shall alter such obligations, shall operate as a waiver of any default by such Defaulting
Lender hereunder, or shall prejudice any rights which any Borrower, Agent or any Lender may have against any Defaulting Lender
as a result of any default by such Defaulting Lender hereunder.



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(e)       
In the event that Agent, Borrowers, Swing Loan
Lender and Issuer agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be
a Defaulting Lender, then Agent will so notify the parties hereto, and, if such cured Defaulting Lender is a Lender holding a
Revolving Commitment, then Participation Commitments of Lenders holding Revolving Commitments (including such cured Defaulting
Lender) of the Swing Loans and Maximum Undrawn Amount of all outstanding Letters of Credit shall be reallocated to reflect the
inclusion of such Lender’s Revolving Commitment, and on such date such Lender shall purchase at par such of the Revolving Advances
of the other Lenders as Agent shall determine may be necessary in order for such Lender to hold such Revolving Advances in accordance
with its Revolving Commitment Percentage.


 


(f)        
So long as any Lender is a Defaulting Lender,
Swing Loan Lender shall not be required to fund any Swing Loans and Issuer shall not be required to issue, amend or increase any
Letter of Credit, unless Swing Loan Lender or Issuer, as the case may be, shall have entered into arrangements with Borrowers
or such Lender, satisfactory to Swing Loan Lender or Issuer, as the case may be, to defease any risk to it in respect of such
Lender hereunder.


 


2.23       
Payment of Obligations. Agent may charge
to Borrowers’ Account as a Revolving Advance (or, at the discretion of Swing Loan Lender, as a Swing Loan) (i) all payments with
respect to any of the Obligations or the GX Mexico Obligations required hereunder (including without limitation principal payments,
payments of interest, payments of Letter of Credit Fees and all other fees provided for hereunder and payments under Sections
16.5 and 16.9) as and when each such payment shall become due and payable (whether as regularly scheduled, upon or after acceleration,
upon maturity or otherwise), (ii) without limiting the generality of the foregoing clause (i), (a) all amounts expended by Agent
or any Lender pursuant to Sections 4.2 or 4.3 hereof and (b) all expenses which Agent incurs in connection with the forwarding
of Advance proceeds and the establishment and maintenance of any Blocked Accounts or Depository Accounts as provided for in Section
4.8(h), and (iii) any sums expended by Agent or any Lender due to any Borrower’s failure to perform or comply with its obligations
under this Agreement or any Other Document including any Borrower’s obligations under Sections 3.3, 3.4, 4.4, 4.7, 6.4, 6.6, 6.7
and 6.8 hereof, and all amounts so charged shall be added to the Obligations or the GX Mexico Obligations and shall be secured
by the Collateral. To the extent Revolving Advances made (or deemed made) pursuant to this Section 2.23 are not actually funded
by the other Lenders in respect of any such amounts so charged, all such amounts so charged shall be deemed to be Swing Loans
made by and owing to Agent and Agent shall be entitled to all rights (including accrual of interest) and remedies of a Lender
under this Agreement and the Other Documents with respect to such Revolving Advances, other than the GX Mexico Obligations.




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	III.	INTEREST
                                         AND FEES.



 


3.1         
Interest. Interest on Advances shall be
payable in arrears on the first Business Day of each calendar quarter with respect to Domestic Rate Loans and, with respect to
LIBOR Rate Loans, at the end of each Interest Period; provided, that all accrued and unpaid interest shall be due and payable
at the end of the Term. Interest charges shall be computed on the actual principal amount of Advances outstanding during the month
at a rate per annum equal to (i) with respect to Revolving Advances, the applicable Revolving Interest Rate and (ii) with respect
to Swing Loans, the Revolving Interest Rate for Domestic Rate Loans (as applicable, the “Contract Rate”). Except
as expressly provided otherwise in this Agreement, any Obligations other than the Advances (and other than Hedge Liabilities and
Cash Management Liabilities) that are not paid when due shall accrue interest at the Revolving Interest Rate for Domestic Rate
Loans, subject to the provision of the final sentence of this Section 3.1 regarding the Default Rate. Whenever, subsequent to
the date of this Agreement, the Alternate Base Rate is increased or decreased, the applicable Contract Rate shall be similarly
changed without notice or demand of any kind by an amount equal to the amount of such change in the Alternate Base Rate during
the time such change or changes remain in effect. The LIBOR Rate shall be adjusted with respect to LIBOR Rate Loans without notice
or demand of any kind on the effective date of any change in the Reserve Percentage as of such effective date. Upon and after
the occurrence of an Event of Default, and during the continuation thereof, at the option of Agent or at the direction of Required
Lenders (or, in the case of any Event of Default under Section 10.7, immediately and automatically upon the occurrence of any
such Event of Default without the requirement of any affirmative action by any party), the Obligations (other than Hedge Liabilities
and Cash Management Liabilities) shall bear interest at the applicable Contract Rate for Domestic Rate Loans plus two percent
(2%) per annum (the “Default Rate”).


 


		3.2	Letter
                                         of Credit Fees.



 


(a)      
Borrowers shall pay (x) to Agent, for the ratable
benefit of Lenders holding Revolving Commitments, fees for each Letter of Credit for the period from and excluding the date of
issuance of same to and including the date of expiration or termination, equal to the aggregate daily face amount of each outstanding
Letter of Credit multiplied by the Applicable Margin for Revolving Advances consisting of LIBOR Rate Loans, such fees to be calculated
on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first Business
Day of each calendar quarter and on the last day of the Term, and (y) to Issuer, a fronting fee of one quarter of one percent
(0.25%) per annum times the aggregate daily face amount of each outstanding Letter of Credit for the period from and excluding
the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the
first Business Day of each calendar quarter and on the last day of the Term (all of the foregoing fees, the “Letter of
Credit Fees”). In addition, Borrowers shall pay to Agent, for the benefit of Issuer, any and all administrative, issuance,
amendment, payment and negotiation charges with respect to Letters of Credit and all fees and expenses as agreed upon by Issuer
and Borrowing Agent in connection with any Letter of Credit, including in connection with the opening, amendment or renewal of
any such Letter of Credit and any acceptances created thereunder, all such charges, fees and expenses, if any, to be payable on
demand. All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not
be subject to rebate or pro-ration upon the termination of this Agreement for any reason. Any such charge in effect at the time
of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in Issuer’s prevailing
charges for that type of transaction. Upon and after the occurrence of an Event of Default, and during the continuation thereof,
at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section 10.7, immediately
and automatically upon the occurrence of any such Event of Default without the requirement of any affirmative action by any party),
the Letter of Credit Fees described in clause (x) of this Section 3.2(a) shall be increased by an additional two percent (2%)
per annum.



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(b)      
At any time following the occurrence of an Event
of Default, at the option of Agent or at the direction of Required Lenders (or, in the case of any Event of Default under Section
10.7, immediately and automatically upon the occurrence of such Event of Default, without the requirement of any affirmative action
by any party), or upon the expiration of the Term or any other termination of this Agreement (and also, if applicable, in connection
with any mandatory prepayment under Section 2.20), Borrowers will cause cash to be deposited and maintained in an account with
Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the Maximum Undrawn Amount of all outstanding
Letters of Credit, and each Borrower hereby irrevocably authorizes Agent, in its discretion, on such Borrower’s behalf and in
such Borrower’s name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower,
in the amounts required to be made by such Borrower, out of the proceeds of Receivables or other Collateral or out of any other
funds of such Borrower coming into any Lender’s possession at any time. Agent may, in its discretion, invest such cash collateral
(less applicable reserves) in such short-term money-market items as to which Agent and such Borrower mutually agree (or, in the
absence of such agreement, as Agent may reasonably select) and the net return on such investments shall be credited to such account
and constitute additional cash collateral, or Agent may (notwithstanding the foregoing) establish the account provided for under
this Section 3.2(b) as a non-interest bearing account and in such case Agent shall have no obligation (and Borrowers hereby waive
any claim) under Article 9 of the Uniform Commercial Code or under any other Applicable Law to pay interest on such cash collateral
being held by Agent. No Borrower may withdraw amounts credited to any such account except upon the occurrence of all of the following:
(x) payment and performance in full of all Obligations (other than Hedge Liabilities and Cash Management Liabilities); (y) expiration
of all Letters of Credit; and (z) termination of this Agreement. Borrowers hereby assign, pledge and grant to Agent, for its benefit
and the ratable benefit of Issuer, Lenders and each other Secured Party, a continuing security interest in and to and Lien on
any such cash collateral and any right, title and interest of Borrowers in any deposit account, securities account or investment
account into which such cash collateral may be deposited from time to time to secure the Obligations, specifically including all
Obligations with respect to any Letters of Credit. Borrowers agree that upon the coming due of any Reimbursement Obligations (or
any other Obligations, including Obligations for Letter of Credit Fees) with respect to the Letters of Credit, Agent may use such
cash collateral to pay and satisfy such Obligations.


 


3.3         
Facility Fee. If, for any day in each calendar
quarter during the Term, (i) the average daily unpaid balance of the sum of Revolving
Advances plus Swing Loans plus the Maximum Undrawn Amount of all outstanding Letters of Credit (the “Usage Amount”)
for each day of such calendar quarter is greater than or equal to fifty percent (50%) of the Maximum Revolving Advance Amount,
then Borrowers shall pay to Agent, for the ratable benefit of Lenders
holding the Revolving Commitments based on their Revolving Commitment Percentages, a fee at a rate equal to three-quarters of
one percent (0.75%) per annum on the amount by which the Maximum Revolving Advance Amount exceeds such average
daily unpaid balanceUsage Amount, and
(ii) the average daily unpaid balance of the sum of Revolving Advances plus Swing Loans
plus the Maximum Undrawn Amount of all outstanding Letters of CreditUsage
Amount for each day of such calendar quarter is less than fifty percent (50%) of the Maximum
Revolving Advance Amount, then Borrowers shall pay to Agent, for the ratable benefit of Lenders holding the Revolving Commitments
based on their Revolving Commitment Percentages, a fee at a rate equal to one percent (1.00%) per annum on the amount by which
the Maximum Revolving Advance Amount on such day exceeds such Usage Amount (collectively, the “Facility Fee”).
Such Facility Fee shall be payable to Agent in arrears on the first Business Day of each calendar quarter with respect to each
day in the previous calendar quarter.



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		3.4	Fee
Letter; Appraisals.



 


(a)      
Borrowers shall pay the amounts required to be
paid in the Fee Letter in the manner and at the times required by the Fee Letter.


 


(b)      
All of the fees and out-of-pocket costs and expenses
of any appraisals conducted pursuant to, and for which Borrowers are responsible in accordance with, Section 4.7 hereof shall
be paid for by Borrowers when due, in full and without deduction, off-set or counterclaim.


 


3.5         
Computation of Interest and Fees. Interest
and fees hereunder shall be computed on the basis of a year of 360 days and for the actual number of days elapsed, except that
interest on Domestic Rate Loans shall be computed on the basis of a year of 365/366 days and for the actual number of days elapsed.
If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be
extended to the next succeeding Business Day and interest thereon shall be payable at the applicable Contract Rate during such
extension.


 


3.6         
Maximum Charges. In no event whatsoever
shall interest and other charges charged hereunder exceed the highest rate permissible under Applicable Law. In the event interest
and other charges as computed hereunder would otherwise exceed the highest rate permitted under Applicable Law: (i) the interest
rates hereunder will be reduced to the maximum rate permitted under Applicable Law; (ii) such excess amount shall be first applied
to any unpaid principal balance owed by Borrowers; and (iii) if the then remaining excess amount is greater than the previously
unpaid principal balance, Lenders shall promptly refund such excess amount to Borrowers and the provisions hereof shall be deemed
amended to provide for such permissible rate.




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3.7        
Increased Costs. In the event that any Applicable Law
or Change in Law or compliance by any Lender
(for purposes of this Section 3.7, the term “Lender” shall include Agent, Swing Loan Lender, any Issuer or Lender
and any corporation or bank controlling Agent, Swing Loan Lender, any Lender or Issuer and the office or branch where Agent, Swing
Loan Lender, any Lender or Issuer (as so defined) makes or maintains any LIBOR Rate Loans) with any
request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority
after the Closing Date, shall:


 


(a)       
subject Agent, Swing Loan Lender, any Lender or
Issuer to any Tax with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate
Loan, or change the basis of taxation of payments to Agent, Swing Loan Lender, such Lender or Issuer in respect thereof (except
for Indemnified Taxes or Other Taxes covered by Section 3.10 and the imposition of, or any change in the rate of, any Excluded
Tax imposed on and payable by Agent, Swing Loan Lender, such Lender or the Issuer);


 


(b)      
impose, modify or deem applicable any reserve,
special deposit, assessment, special deposit, compulsory loan, insurance charge or similar requirement against assets held by,
or deposits in or for the account of, advances or loans by, or other credit extended by, any office of Agent, Swing Loan Lender,
Issuer or any Lender, including pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or


 


(c)       
impose on Agent, Swing Loan Lender, any Lender
or Issuer or the London interbank LIBOR market any other condition, loss or expense (other than Taxes) affecting this Agreement
or any Other Document or any Advance made by any Lender, or any Letter of Credit or participation therein; and the result of any
of the foregoing is to increase the cost to Agent, Swing Loan Lender, any Lender or Issuer of making, converting to, continuing,
renewing or maintaining its Advances hereunder by an amount that Agent, Swing Loan Lender, such Lender or Issuer deems to be material
or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the Advances by an amount
that Agent, Swing Loan Lender or such Lender or Issuer deems to be material, then, in any case Borrowers shall promptly pay Agent,
Swing Loan Lender, such Lender or Issuer, upon its demand, such additional amount as will compensate Agent, Swing Loan Lender
or such Lender or Issuer for such additional cost or such reduction, as the case may be (provided that GX Mexico shall only be
liable for any such costs or expenses attributable to the GX Mexico Obligations. Agent, Swing Loan Lender, such Lender or Issuer
shall certify the amount of such additional cost or reduced amount to Borrowing Agent, and such certification shall be conclusive
absent manifest error.


 


3.8
        Alternate
Rate of Interest.


 


3.8.1.    
Interest Rate Inadequate or Unfair. In the event that Agent or any Lender shall have determined that:


 


(a)        
reasonable means do not exist for ascertaining the LIBOR Rate applicable pursuant to Section 2.2 hereof for any Interest Period;


 


(b)       
Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank LIBOR market, with
respect to an outstanding LIBOR Rate Loan, a proposed LIBOR Rate Loan, or a proposed conversion of a Domestic Rate Loan into a
LIBOR Rate Loan;


 


(c)        
the making, maintenance or funding of any LIBOR Rate Loan has been made impracticable or unlawful by compliance by Agent or such
Lender in good faith with any Applicable Law or any interpretation or application thereof by any Governmental Body or with any
request or directive of any such Governmental Body (whether or not having the force of law); or



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(d)        
the LIBOR Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any LIBOR
Rate Loan, then Agent shall give Borrowing Agent prompt written or telephonic notice of such determination. If such notice is
given prior to a LIBOR TerminationBenchmark Replacement Date (as defined below) or
prior to the date on which Section 3.8.2(a)(ii) applies,
(i) any such requested LIBOR Rate Loan shall be made as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later
than 1:00 p.m. two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be
cancelled or made as an unaffected type of LIBOR Rate Loan, (ii) any Domestic Rate Loan or LIBOR Rate Loan which was to have been
converted to an affected type of LIBOR Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrowing
Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed conversion, shall be maintained
as an unaffected type of LIBOR Rate Loan, and (iii) any outstanding affected LIBOR Rate Loans shall be converted into a Domestic
Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 1:00 p.m. two (2) Business Days prior to the last Business
Day of the then current Interest Period applicable to such affected LIBOR Rate Loan, shall be converted into an unaffected type
of LIBOR Rate Loan, on the last Business Day of the then current Interest Period for such affected LIBOR Rate Loans (or sooner,
if any Lender cannot continue to lawfully maintain such affected LIBOR Rate Loan). Until such notice has been withdrawn, Lenders
shall have no obligation to make an affected type of LIBOR Rate Loan or maintain outstanding affected LIBOR Rate Loans and no
Borrower shall have the right to convert a Domestic Rate Loan or an unaffected type of LIBOR Rate Loan into an affected type of
LIBOR Rate Loan.


 


3.8.2.
      Successor LIBOR Rate Index.


 





(a)         
If the Agent determines (which
determination shall be final and conclusive, absent manifest error) that either (i) (A) the circumstances set forth in Section
3.8.1(a) have arisen and are unlikely to be temporary, or (B) the circumstances set forth in Section 3.8.1(a) have not arisen
but the applicable supervisor or administrator (if any) of the LIBOR Rate or a Governmental Body having jurisdiction over the
Agent has made a public statement identifying the specific date after which the LIBOR Rate shall no longer be used for determining
interest rates for loans (either such date, a “LIBOR Termination Date”), or (ii) a rate other than the LIBOR Rate
has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Agent may (in
consultation with the Borrower) choose a replacement index for the LIBOR Rate and make adjustments to applicable margins and related
amendments to this Agreement as referred to below such that, to the extent practicable, the all-in interest rate based on the
replacement index will be substantially equivalent to the all-in LIBOR Rate-based interest rate in effect prior to its replacement.
Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any Other Document (and any agreement executed in connection
with an Interest Rate Hedge shall be deemed not to be an “Other Document” for purposes of this Section 3.8.2), if
a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred
prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined
in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date,
such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Other Document in respect of such
Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party
to, this Agreement or any Other Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the
definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace
such Benchmark for all purposes hereunder and under any Other Document in respect of any Benchmark setting at or after 5:00 p.m.
on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment
to, or further action or consent of any other party to, this Agreement or any Other Document so long as the Agent has not received,
by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.



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(b)         
The Agent and the Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins
and such other related amendments as may be appropriate, in the discretion of the Agent, for the implementation and administration
of the replacement index-based rate. Notwithstanding anything
to the contrary in
this Agreement or the Other Documents (including, without limitation, Section 16.2), such amendment shall
become effective without any further
action or consent of any other party to
this Agreement at(b)
Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Agent will
have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything
to the contrary herein
or in any Other Document, any amendments implementing such Benchmark Replacement Conforming Changes will become
effective without any further action or consent of any other party to this Agreement or
any Other Document.


 


(c)          
Notices; Standards for Decisions and Determination. The Agent will promptly notify the Borrower and the Lenders of (i)
any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its
related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark
Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below
and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may
be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.8.2, including any determination
with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision
to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made
in its or their sole discretion and without consent from any other party to this Agreement or any Other Document, except, in each
case, as expressly required pursuant to this Section 3.8.2.



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(d)        Unavailability of Tenor of Benchmark. Notwithstanding
anything to the contrary
herein or in any Other Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i)
if the then-current Benchmark is a term rate (including Term SOFR or USD LIBOR) and either (A) any tenor for such Benchmark is
not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in
its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement
or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Agent
may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable
or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed
on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject
to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the
Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate
such previously removed tenor.


 


(e)           Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period,
the Borrower may revoke any request for a Loan bearing interest based on USD LIBOR, conversion to or continuation of Loans bearing
interest based on USD LIBOR to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the
Borrower will be deemed to have converted any such request into a request for a Loan of or conversion to Loans bearing interest
under the Base Rate. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is
not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark,
as applicable, will not be used in any determination of the Base Rate.




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 (f)       
Secondary Term SOFR Conversion. Notwithstanding anything to the contrary herein or in any Other Document and subject to the proviso
below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the
Reference Time in respect of any setting of the then-current Benchmark, then (i) the applicable Benchmark Replacement will replace
the then-current Benchmark for all purposes hereunder or under any Other Document in respect of such Benchmark setting (the “Secondary
Term SOFR Conversion Date”) and subsequent Benchmark settings, without any amendment to, or further action or consent of
any other party to, this Agreement or any Other Document; and (ii) Loans outstanding on the Secondary Term SOFR Conversion Date
bearing interest based on the then-current Benchmark shall be deemed to have been converted to Loans bearing interest at the Benchmark
Replacement with a tenor approximately the same length as the interest payment period of the then-current Benchmark; provided
that, this paragraph (f) shall not be effective unless the Agent has delivered to the Lenders and the Borrowing Agent a Term SOFR
Notice.


 


(g)      Certain Defined Terms. As used in this Section 3.8.2:




 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable,
(x) if the then current Benchmark is a term rate or is based on a term rate, any tenor for such Benchmark that is or may be used
for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance
of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to paragraph
(d) of Section 3.8.2, or (y) if the then current Benchmark is not a term rate nor based on a term rate, any payment period for
interest calculated with reference to such Benchmark pursuant to this Agreement as of such date.


 


“Benchmark”
means, initially, USD LIBOR; provided that if a Benchmark Transition Event a Term SOFR Transition Event or an Early
Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to USD LIBOR or the then-current
Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement
has replaced such prior benchmark rate pursuant to paragraph (a) of Section 3.8.2.


 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can
be determined by the Agent for the applicable Benchmark Replacement Date:


 


		(1)	the
                                         sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;



 


		(2)	the
                                         sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment; or



 


		(3)	the
                                         sum of: (a) the alternate benchmark rate that has been selected by the Agent and the
                                         Borrower as the replacement for the then-current Benchmark for the applicable Corresponding
                                         Tenor giving due consideration to (i) any selection or recommendation of a replacement
                                         benchmark rate or the mechanism for determining such a rate by the Relevant Governmental
                                         Body or (ii) any evolving or then-prevailing market convention for determining a benchmark
                                         rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated
                                         credit facilities at such time and (b) the related Benchmark Replacement Adjustment;





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provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that
publishes such rate from time to time as selected by the Agent in its reasonable discretion; provided, further, that, with respect
to a Term SOFR Transition Event, on the applicable Benchmark Replacement Date, the “Benchmark Replacement” shall revert
to and shall be determined as set forth in clause (1) of this definition. If the Benchmark Replacement as determined pursuant
to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the
purposes of this Agreement and the Other Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted
Benchmark Replacement for any applicable Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


		(1)	for
                                         purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,”
                                         the first alternative set forth in the order below that can be determined by the Agent:



 


		(a)	the
                                         spread adjustment, or method for calculating or determining such spread adjustment, (which
                                         may be a positive or negative value or zero) as of the Reference Time such Benchmark
                                         Replacement is first set for such Available Tenor that has been selected or recommended
                                         by the Relevant Governmental Body for the replacement of such Benchmark with the applicable
                                         Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;



 


		(b)	the
                                         spread adjustment (which may be a positive or negative value or zero) as of the Reference
                                         Time such Benchmark Replacement is first set for such Available Tenor that would apply
                                         to the fallback rate for a derivative transaction referencing the ISDA Definitions to
                                         be effective upon an index cessation event with respect to such Benchmark for the applicable
                                         Corresponding Tenor; and



 


		(2)	for
                                         purposes of clause (3) of the definition of “Benchmark Replacement,” the
                                         spread adjustment, or method for calculating or determining such spread adjustment, (which
                                         may be a positive or negative value or zero) that has been selected by the Agent and
                                         the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any
                                         selection or recommendation of a spread adjustment, or method for calculating or determining
                                         such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted
                                         Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement
                                         Date or (ii) any evolving or then-prevailing market convention for determining a spread
                                         adjustment, or method for calculating or determining such spread adjustment, for the
                                         replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
                                         U.S. dollar-denominated syndicated credit facilities;





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provided
that, (x) in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes
such Benchmark Replacement Adjustment from time to time as selected by the Agent in its reasonable discretion and (y) if the then-current
Benchmark is a term rate, more than one tenor of such Benchmark is available as of the applicable Benchmark Replacement Date and
the applicable Unadjusted Benchmark Replacement will not be a term rate, the Available Tenor of such Benchmark for purposes of
this definition of “Benchmark Replacement Adjustment” shall be deemed to be the Available Tenor that has approximately
the same length (disregarding business day adjustments) as the payment period for interest calculated with reference to such Unadjusted
Benchmark Replacement.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative
or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business
Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of
interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability
of breakage provisions, and other technical, administrative or operational matters) that the Agent decides may be appropriate
to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Agent
in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market
practice is not administratively feasible or if the Agent determines that no market practice for the administration of such Benchmark
Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the
administration of this Agreement and the Other Documents).


 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


		(1)	in
                                         the case of clause (1) or (2) of the definition of “Benchmark Transition Event,”
                                         the later of (a) the date of the public statement or publication of information referenced
                                         therein and (b) the date on which the administrator of such Benchmark (or the published
                                         component used in the calculation thereof) permanently or indefinitely ceases to provide
                                         all Available Tenors of such Benchmark (or such component thereof);



 


		(2)	in
                                         the case of clause (3) of the definition of “Benchmark Transition Event,”
                                         the date determined by the Agent, which date shall promptly follow the date of the public
                                         statement or publication of information referenced therein;





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		(3)	in
                                         the case of a Term SOFR Transition Event, the date that is set forth in the Term SOFR
                                         Notice provided to the Lenders and the Borrower pursuant to Section 3.8.2, which date
                                         shall be at least 30 days from the date of the Term SOFR Notice; or



 


		(4)	in
                                         the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice
                                         of such Early Opt-in Election is provided to the Lenders, so long as the Agent has not
                                         received, by 5:00
                                         p.m. on the tenthfifth
                                         (105th)
                                         Business Day after the date a
                                         draftnotice
                                         of
                                         the
                                         amendmentsuch
                                         Early Opt-in Election is
                                         provided to the Lenders, unless
                                         the Agent receives, on or before such tenth (10th) Business Day, a written
                                         notice of
                                         objection to such Early Opt-in Election from
                                         Lenders
                                         comprising the
                                         Required Lenders stating
                                         that such Lenders object to such amendment.



 


(c)          
Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will
be determined with due consideration to the then-current market practices for determining and implementing a rate of interest
for newly originated loans in the United States and loans converted from a LIBOR Rate-based rate to a replacement index-based
rate, and (ii) may also reflect adjustments to account for (x) the effects of the transition from the LIBOR Rate to the
replacement index and (y) yield- or risk-based differences between the LIBOR Rate and the replacement index.


 


(d)         
Until an amendment reflecting a new replacement index in accordance with this Section 3.8.2 is effective, each advance,
conversion and renewal of a LIBOR Rate Loan will continue to bear interest with reference to the LIBOR Rate; provided however,
that if the Administrative Agent determines (which determination shall be final and conclusive, absent manifest error) that a
LIBOR Termination Date has occurred, then following the LIBOR Termination Date, all LIBOR Rate Loans shall automatically be converted
to Domestic Rate Loans until such time as an amendment reflecting a replacement index and related matters as described
above is implemented.


 


(e)           
Notwithstanding anything
to the contrary contained herein,
if at any time the replacement index is less than zero, at such times, such index shall be deemed to be zero for purposes
of this Agreement


 


For
the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier
than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior
to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred
in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth
therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation
thereof).





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“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current
Benchmark:



 


		(1)	a
                                         public statement or publication of information by or on behalf of the administrator of
                                         such Benchmark (or the published component used in the calculation thereof) announcing
                                         that such administrator has ceased or will cease to provide all Available Tenors of such
                                         Benchmark (or such component thereof), permanently or indefinitely, provided that, at
                                         the time of such statement or publication, there is no successor administrator that will
                                         continue to provide any Available Tenor of such Benchmark (or such component thereof);



 


		(2)	a
                                         public statement or publication of information by a Governmental Body having jurisdiction
                                         over the Agent, the regulatory supervisor for the administrator of such Benchmark (or
                                         the published component used in the calculation thereof), the Federal Reserve Board,
                                         the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the
                                         administrator for such Benchmark (or such component), a resolution authority with jurisdiction
                                         over the administrator for such Benchmark (or such component) or a court or an entity
                                         with similar insolvency or resolution authority over the administrator for such Benchmark
                                         (or such component), which states that the administrator of such Benchmark (or such component)
                                         has ceased or will cease to provide all Available Tenors of such Benchmark (or such component
                                         thereof) permanently or indefinitely, provided that, at the time of such statement or
                                         publication, there is no successor administrator that will continue to provide any Available
                                         Tenor of such Benchmark (or such component thereof); or



 


		(3)	a
                                         public statement or publication of information by the regulatory supervisor for the administrator
                                         of such Benchmark (or the published component used in the calculation thereof) or a Governmental
                                         Body having jurisdiction over the Agent announcing that all Available Tenors of such
                                         Benchmark (or such component thereof) are no longer representative.



 


For
the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark
if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor
of such Benchmark (or the published component used in the calculation thereof).


 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date
pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current
Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 3.8.2 and (y) ending at the time
that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in
accordance with this Section 3.8.2.


 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or
an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.




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“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback)
being established by the Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental
Body for determining “Daily Simple SOFR” for business loans; provided, that if the Agent decides that any such convention
is not administratively feasible for the Agent, then the Agent may establish another convention in its reasonable discretion.


 


“Early
Opt-in Election” means, if the then-current Benchmark is USD LIBOR, the occurrence of:


 


		(1)	a
                                         notification by the Agent to (or the request by the Borrower to the Agent to notify)
                                         each of the other parties hereto that at least five currently outstanding U.S. dollar-denominated
                                         syndicated credit facilities at such time contain (as a result of amendment or as originally
                                         executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon
                                         SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such
                                         notice and are publicly available for review), and



 


		(2)	the
                                         joint election by the Agent and the Borrower to trigger a fallback from USD LIBOR and
                                         the provision by the Agent of written notice of such election to the Lenders.



 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement,
the modification, amendment or renewal of this Agreement or otherwise) with respect to USD LIBOR or, if no floor is specified,
zero.


 


“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association,
Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest
rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is USD LIBOR,
11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark
is not USD LIBOR, the time determined by the Agent in its reasonable discretion.


 


“Relevant
Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee
officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such
Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business
Day.




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“SOFR
Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight
financing rate).


 


“SOFR
Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org,
or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“Term
SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking
term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Term
SOFR Notice” means a notification by the Agent to the Lenders and the Borrower of the occurrence of a Term
SOFR Transition Event.


 


“Term
SOFR Transition Event” means the determination by the Agent that (a) Term SOFR has been recommended for use
by the Relevant Governmental Body, and is determinable for each Available Tenor, (b) the administration of Term SOFR is administratively
feasible for the Agent and (c) a Benchmark Transition Event has previously occurred resulting in a Benchmark Replacement in accordance
with Section 3.8.2 that is not Term SOFR.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement
Adjustment.


 


“USD
LIBOR” means the London interbank offered rate for U.S. dollars.


 


		3.9	Capital
                                         Adequacy.



 


(a)      
In the event that Agent, Swing Loan Lender or
any Lender shall have determined that any Applicable Law or guideline regarding capital adequacy, or any Change in Law or any
change in the interpretation or administration thereof by any Governmental Body, central bank or comparable agency charged with
the interpretation or administration thereof, or compliance by Agent, Swing Loan Lender, Issuer or any Lender (for purposes of
this Section 3.9, the term “Lender” shall include Agent, Swing Loan Lender, Issuer or any Lender and any corporation
or bank controlling Agent, Swing Loan Lender or any Lender and the office or branch where Agent, Swing Loan Lender or any Lender
(as so defined) makes or maintains any LIBOR Rate Loans) with any request or directive regarding capital adequacy (whether or
not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing
the rate of return on Agent, Swing Loan Lender or any Lender’s capital as a consequence of its obligations hereunder (including
the making of any Swing Loans) to a level below that which Agent, Swing Loan Lender or such Lender could have achieved but for
such adoption, change or compliance (taking into consideration Agent’s, Swing Loan Lender’s and each Lender’s policies with respect
to capital adequacy) by an amount deemed by Agent, Swing Loan Lender or any Lender to be material, then, from time to time, Borrowers
shall pay upon demand to Agent, Swing Loan Lender or such Lender such additional amount or amounts as will compensate Agent, Swing
Loan Lender or such Lender for such reduction (provided that GX Mexico shall only be liable for amounts attributable to the GX
Mexico Obligations). In determining such amount or amounts, Agent, Swing Loan Lender or such Lender may use any reasonable averaging
or attribution methods. The protection of this Section 3.9   shall be available to Agent, Swing Loan Lender and each
Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, rule, regulation,
guideline or condition.



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(b)      
A certificate of Agent, Swing Loan Lender or such
Lender setting forth such amount or amounts as shall be necessary to compensate Agent, Swing Loan Lender or such Lender with respect
to Section 3.9(a) hereof when delivered to Borrowing Agent shall be conclusive absent manifest error.


 


		3.10	Taxes.



 


(a)      
Any and all payments by or on account of any Obligations
(other than Hedge Liabilities and Cash Management Liabilities) hereunder or under any Other Document shall be made free and clear
of and without deduction or withholding for any Indemnified Taxes or Other Taxes; provided that if Borrowers shall be required
by Applicable Law to deduct or withhold any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum
payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional
sums payable under this Section) Agent, Swing Loan Lender, Lender, Issuer or Participant, as the case may be, receives an amount
equal to the sum it would have received had no such deductions been made, (ii) Borrowers shall make such deductions or withholdings
and (iii) Borrowers shall timely pay the full amount deducted to the relevant Governmental Body in accordance with Applicable
Law.


 


(b)      
Without limiting the provisions of Section 3.10(a)
above, Borrowers shall timely pay any Other Taxes to the relevant Governmental Body in accordance with Applicable Law.


 


(c)      
Each Borrower shall indemnify Agent, Swing Loan
Lender, each Lender, Issuer and any Participant, within ten (10) days after demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section) paid by Agent, Swing Loan Lender, such Lender, Issuer, or such Participant, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Body. A certificate as to the amount of
such payment or liability delivered to Borrowers by any Lender, Swing Loan Lender, Participant, or Issuer (with a copy to Agent),
or by Agent on its own behalf or on behalf of Swing Loan Lender, a Lender or Issuer, shall be conclusive absent manifest error.
Notwithstanding anything in this Agreement to the contrary, GX Mexico shall have no obligations under this Section 3.10(c)other
than with respect to GX Mexico Obligations.


 


(d)      
As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by any Borrower to a Governmental Body, Borrowers shall deliver to Agent the original or a certified copy
of a receipt issued by such Governmental Body evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.




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(e)       
Any Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which any Borrower is resident for tax purposes, or under
any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any Other Document shall deliver
to Borrowers (with a copy to Agent), at the time or times prescribed by Applicable Law or reasonably requested by Borrowers or
Agent, such properly completed and executed documentation prescribed by Applicable Law or reasonably requested by Borrowers or
Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding the submission
of such documentation claiming a reduced rate of or exemption from U.S. withholding tax, Agent shall be entitled to withhold United
States federal income taxes at the full withholding rate if in its reasonable judgment it is required to do so under the due diligence
requirements imposed upon a withholding agent under § 1.1441-7(b) of the United States Income Tax Regulations or other Applicable
Law. Further, Agent is indemnified under § 1.1461-1(e) of the United States Income Tax Regulations against any claims and
demands of any Lender, Issuer or assignee or participant of a Lender or Issuer for the amount of any tax it deducts and withholds
in accordance with regulations under § 1441 of the Code. In addition, any Lender, if requested by Borrowers or Agent, shall
deliver such other documentation prescribed by Applicable Law or reasonably requested by Borrowers or Agent as will enable Borrowers
or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Without
limiting the generality of the foregoing, in the event that any Borrower is resident for tax purposes in the United States of
America, any Foreign Lender (or other Lender) shall deliver to Borrowers and Agent (in such number of copies as shall be requested
by the recipient) on or prior to the date on which such Foreign Lender (or other Lender) becomes a Lender under this Agreement
(and from time to time thereafter upon the request of Borrowers or Agent, but only if such Foreign Lender (or other Lender) is
legally entitled to do so), whichever of the following is applicable: two (2) duly completed valid originals of IRS Form W-8BEN
(or IRS Form W-8BEN-E, as applicable) claiming eligibility for benefits of an income tax treaty to which the United States of
America is a party,


 


 (i)          two (2) duly completed valid originals of IRS Form W-8ECI,




 


(ii)         in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x)
a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A)
of the Code, (B) a “10 percent shareholder” of Borrowers within the meaning of section 881(c)(3)(B) of the Code, or
(C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) two (2) duly completed
valid originals of IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable),


 


(iii)        any
other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding
tax duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit Borrowers to
determine the withholding or deduction required to be made, or




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(iv)         to
the extent that any Lender is not a Foreign Lender, such Lender shall submit to Agent two (2) originals of an IRS Form W-9 or
any other form prescribed by Applicable Law demonstrating that such Lender is not a Foreign Lender.


 


(f)       
If a payment made to a Lender, Swing Loan Lender,
Participant, Issuer, or Agent under this Agreement or any Other Document would be subject to U.S. federal withholding Tax imposed
by FATCA if such Person fails to comply with the applicable reporting requirements of FATCA (including those contained in Section
1471(b) or 1472(b) of the Code, as applicable), such Lender, Swing Loan Lender, Participant, Issuer, or Agent shall deliver to
the Agent (in the case of Swing Loan Lender, a Lender, Participant or Issuer) and Borrowers (A) a certification signed by the
chief financial officer, principal accounting officer, treasurer or controller of such Person, and (B) other documentation reasonably
requested by Agent or any Borrower sufficient for Agent and Borrowers to comply with their obligations under FATCA and to determine
that Swing Loan Lender, such Lender, Participant, Issuer, or Agent has complied with such applicable reporting requirements or
to determine the amount to deduct and withhold from such payment. For purposes of this Section 3.10(f). “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


(g)      
Each Lender, Swing Loan Lender, Participant, Issuer
or Agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect,
it shall update such form or certification or promptly notify Borrowers and Agent in writing of its legal inability to do so.


 


(h)      
If Agent, Swing Loan Lender, a Lender, a Participant
or Issuer determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which
it has been indemnified by Borrowers or with respect to which Borrowers have paid additional amounts pursuant to this Section,
it shall pay to Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts
paid, by Borrowers under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund); net of
all out-of-pocket expenses of the Agent, Swing Loan Lender, such Lender, Participant, or the Issuer, as the case may be, and without
interest (other than any interest paid by the relevant Governmental Body with respect to such refund), provided that Borrowers,
upon the request of Agent, Swing Loan Lender, such Lender, Participant, or Issuer, agrees to repay the amount paid over to Borrowers
(plus any penalties, interest or other charges imposed by the relevant Governmental Body) to Agent, Swing Loan Lender, such Lender,
Participant or the Issuer in the event Agent, Swing Loan Lender, such Lender, Participant or the Issuer is required to repay such
refund to such Governmental Body. This Section shall not be construed to require Agent, Swing Loan Lender, any Lender, Participant,
or Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrowers
or any other Person.


 


3.11        Replacement
of Lenders. If any Lender (an “Affected Lender”) (a) makes demand upon Borrowers for (or if Borrowers
are otherwise required to pay) amounts pursuant to Section 3.7 or 3.9 hereof, (b) is unable to make or maintain LIBOR Rate
Loans as a result of a condition described in Section 2.2(h) hereof, (c) is a Defaulting Lender, or (d) denies any consent
requested by the Agent pursuant to Section 16.2(b) hereof, Borrowers may, within ninety (90) days of receipt of such demand,
notice (or the occurrence of such other event causing Borrowers to be required to pay such compensation or causing Section
2.2(h) hereof to be applicable), or such Lender becoming a Defaulting Lender or denial of a request by Agent pursuant to
Section 16.2(b) hereof, as the case may be, by notice in writing to the Agent and such Affected Lender (i) request the
Affected Lender to cooperate with Borrowers in obtaining a replacement Lender satisfactory to Agent and Borrowers (the
 “Replacement Lender”; (ii) request the non-Affected Lenders to acquire and assume all of the Affected
Lender’s Advances and its Revolving Commitment Percentage, as provided herein, but none of such Lenders shall be under any
obligation to do so; or (iii) propose a Replacement Lender subject to approval by Agent in its good faith business judgment.
If any satisfactory Replacement Lender shall be obtained, and/or if any one or more of the non-Affected Lenders shall agree
to acquire and assume all of the Affected Lender’s Advances and its Revolving Commitment Percentage, then such Affected
Lender shall assign, in accordance with Section 16.3 hereof, all of its Advances and its Revolving Commitment Percentage and
other rights and obligations under this Loan Agreement and the Other Documents to such Replacement Lender or
non-Affected Lenders, as the case may be, in exchange for payment of the principal amount so assigned and all interest and
fees accrued on the amount so assigned, plus all other Obligations (other than Hedge Liabilities and Cash Management
Liabilities) then due and payable to the Affected Lender.



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	IV.	COLLATERAL:
                                         GENERAL TERMS



 


4.1         
Security Interest in the Collateral. To
secure the prompt payment and performance to Agent, Issuer and each Lender (and each other holder of any Obligations) of the Obligations,
each Borrower hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender, Issuer and
each other Secured Party, a continuing security interest in and to and Lien on all of its Collateral, whether now owned or existing
or hereafter created, acquired or arising and wheresoever located; provided, however, anything contained herein
or in any other document to the contrary notwithstanding, the Lien granted by GX Mexico pursuant to this Article IV shall only
secure (or be deemed to secure) the GX Mexico Obligations. Each Borrower shall mark its books and records as may be necessary
or appropriate to evidence, protect and perfect Agent’s security interest. Each Borrower shall provide Agent with prompt written
notice of the commencement by such Borrower of any litigation or other legal proceeding with respect to any commercial tort claim
for which such Borrower is asserting (or has asserted) damages of $250,000 or more, such notice to contain a brief description
of the claim(s), the events out of which such claim(s) arose and the parties against which such claims may be asserted and, if
applicable in any case where legal proceedings regarding such claim(s) have been commenced, the case title together with the applicable
court and docket number. Upon delivery of each such notice, such Borrower shall be deemed to thereby grant to Agent a security
interest and lien in and to such commercial tort claims described therein and all proceeds thereof. Each Borrower shall provide
Agent with written notice promptly upon becoming the beneficiary under any letter of credit having a stated or face amount of
$250,000 or more, or otherwise obtaining any right, title or interest in any letter of credit rights having a stated or face amount
of $250,000 or more, and at Agent’s request shall take such actions as Agent may reasonably request for the perfection of Agent’s
security interest therein.


 


4.2         
Perfection of Security Interest. Each Borrower
shall take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain
the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral
or to enable Agent to protect its rights hereunder and in the Collateral or, upon the occurrence and during the continuation of
an Event of Default, to exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) promptly
discharging all Liens other than Permitted Encumbrances, (ii) using commercially reasonable efforts to obtain Lien Waiver Agreements,
(iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking,
in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents
evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox, customs and freight agreements and other
custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments
of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation,
validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other
Applicable Law promptly following Agent’s request therefor. By its signature hereto, each Borrower hereby authorizes Agent to
file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code
in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that
set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal
property” of such Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local
taxes relating thereto, shall be charged to Borrowers’ Account and shall be paid by Borrowers to Agent for its benefit and for
the ratable benefit of Lenders promptly upon demand or (if not paid when due) shall be deemed to be a Revolving Advance of a Domestic
Rate Loan and added to the Obligations. Notwithstanding the foregoing or anything else in this Agreement or any Other Document,
in no event shall any Borrower be required to evidence or perfect the Agent’s Lien under the laws of any jurisdiction outside
the United States.



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4.3         
Preservation of Collateral. Following the
occurrence and during the continuation of an Event of Default, in addition to the rights and remedies set forth in Section 11.1
(and without limitation of Agent’s right to make Protective Advances and other discretionary Revolving Advances pursuant to Section
16.2), Agent: (a) may at any time take such steps as Agent deems necessary to protect Agent’s interest in and to preserve the
Collateral, including the hiring of security guards or the placing of other security protection measures as Agent may deem appropriate;
(b) may employ and maintain at any of any Borrower’s premises a custodian who shall have full authority to do all acts necessary
to protect Agent’s interests in the Collateral; (c) may lease warehouse facilities to which Agent may move all or part of the
Collateral; (d) may use any Borrower’s owned or leased lifts, hoists, trucks and other facilities or equipment for handling or
removing the Collateral; and (e) shall have, and is hereby granted (to the maximum extent that any Borrower shall have the right
to grant), a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of
Borrowers’ owned or leased property. Each Borrower shall cooperate fully with all of Agent’s efforts to preserve the Collateral
in accordance with this Section 4.3, and will take such reasonable actions to preserve the Collateral as Agent may direct. All
of Agent’s expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be charged
to Borrowers’ Account as a Revolving Advance maintained as a Domestic Rate Loan and added to the Obligations.




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		4.4	Ownership
                                         and Location of Collateral.



 


(a)      
With respect to the Collateral, at the time the
Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and
able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of its respective Collateral
to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens whatsoever; (ii) each document
and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and
correct in all material respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements
shall be genuine and each Borrower shall have full capacity to execute same; and (iv) except for equipment and Inventory with
an aggregate value not exceeding $500,000, each Borrower’s equipment and Inventory included in the most recently delivered Borrowing
Base Certificate shall be located as set forth on Schedule 4.4 and shall not be removed from such location(s) without the prior
written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business, Inventory in transit
between such locations and equipment to the extent permitted in Section 7.1(b) hereof.


 


(b)      
(i) There is no location at which any Borrower
has any Inventory (except for Inventory in transit) or equipment with an aggregate value in excess of $500,000 other than those
locations listed on Schedule 4.4(b)(i); (ii) Schedule 4.4(b)(ii) hereto contains a correct and complete list, as of the Closing
Date, of the legal names and addresses of each warehouse at which any Borrower’s Inventory with an aggregate value in excess of
$500,000 is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are
to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule
4.4(b)(iii) hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower
and (B) the chief executive office of each Borrower; and (iv) Schedule 4.4(b)(iv) hereto sets forth a correct and complete list
as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, identifying
which properties are owned and which are leased, together with the names and addresses of any landlords.


 


4.5          Defense
of Agent’s and Lenders’ Interests. Until (a) payment and performance in full of all of the Obligations (other than Hedge
Liabilities and Cash Management Liabilities) and (b) termination of this Agreement, Agent’s interests in the Collateral shall
continue in full force and effect. During such period no Borrower shall, without Agent’s prior written consent, pledge, sell
(except for sales or other dispositions otherwise permitted by this Agreement), assign, transfer, create or suffer to exist a
Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the
Collateral. Each Borrower shall defend Agent’s interests in the Collateral against any and all Persons whatsoever. Upon the
occurrence of any Event of Default and during the continuation thereof, Agent shall have the right to take possession of the
indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents,
instruments and advertising materials. If Agent exercises the foregoing right to take possession of the Collateral, Borrowers
shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient
to Agent. In addition, with respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies
set forth herein and further provided by the Uniform Commercial Code or other Applicable Law. Upon the occurrence of any
Event of Default and during the continuation thereof, each Borrower shall, and Agent may, at its option, instruct all
suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments
in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into
any Borrower’s possession, they, and each of them, shall be held by such Borrower in trust as Agent’s trustee, and
such Borrower will promptly deliver them to Agent in their original form together with any necessary endorsement.



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4.6         
Inspection of Premises: Field Examinations.
At all reasonable times and from time to time as often as Agent shall elect in its Permitted Discretion, Agent and each Lender
shall have full access to and the right to audit, check, inspect and make abstracts and copies from each Borrower’s books, records,
audits, correspondence and all other papers relating to the Collateral and the operation of each Borrower’s business. Agent, any
Lender and their agents may enter upon any premises of any Borrower at any time during business hours and at any other reasonable
time, and from time to time as often as Agent shall elect in its Permitted Discretion, for the purpose of conducting field examinations
of and inspecting the Collateral and any and all records pertaining thereto and the operation of such Borrower’s business. Notwithstanding
the foregoing, so long as no Event of Default has occurred and is continuing, the Agents collectively shall conduct no more than
three (3) such field examinations or inspections per annum at Borrowers’ expense; provided that Agent may conduct additional field
examinations or inspections at Borrowers’ expense at any time after the occurrence of an Event of Default and during its continuance.


 


4.7         
Appraisals. Agent may, in its Permitted
Discretion, at any time after the Closing Date, engage the services of an independent appraisal firm or firms of reputable standing,
satisfactory to Agent, for the purpose of appraising the then current NOLV Percentage of each Borrower’s Inventory or the net
orderly liquidation value of the Collateral (each such appraisal, an “NOLV Appraisal”) (it being acknowledged that
(i) so long as an Event of Default has not occurred and is then continuing, any such NOLV Appraisal shall, with respect to the
net orderly liquidation value of the Multi-Client Data Library, be acceptable to Borrowers, and (ii) (X) prior to the occurrence
and continuance of an Event of Default, Borrowers shall be responsible to reimburse Agent for no more than one (1) NOLV Appraisal
per annum (including any additional or supplemental appraisals need to obtain an NOLV Appraisal acceptable to both Agent and the
Borrowers) and (Y) after the occurrence and during the continuance of an Event of Default, there shall be no limitations on the
frequency on which NOLV Appraisals may be conducted at Borrowers’ expense). In addition to the foregoing, the Borrowers shall
have the right to submit to an independent appraisal firm or firms of reputable standing, satisfactory to Agent, from time to
time information (in reasonable detail) concerning the Multi-Client Data Library, including any additional completed portions
of or collections of seismic data included in the Multi-Client Data Library, for evaluation and appraisal in order to have the
net orderly liquidation value thereof included in the calculation of the Formula Amount in accordance with Section 2.1. If any
Borrower shall request such an appraisal, the Agent shall use commercially reasonable efforts to cause to be completed any such
requested appraisal promptly following such request and delivery of such information, and shall provide to such Borrower the results
thereof (it being acknowledged that, so long as an Event of Default has not occurred and is then continuing, any such requested
appraisal shall be acceptable to Borrowers (not to be unreasonably withheld)), and following such approval, Borrower may thereafter
include such net orderly liquidation value in subsequently delivered
Borrowing Base Certificates. Absent the occurrence and continuance of an Event of Default at such time, Agent shall consult with
Borrowers as to the identity of any such firm. In the event the value of any Borrower’s Inventory, as so determined pursuant to
such appraisal, is less than anticipated by Agent or Lenders, such that the Revolving Advances are in excess of such Advances
permitted hereunder, then, promptly upon Agent’s demand for same, Borrowers shall make mandatory prepayments of the then outstanding
Revolving Advances so as to eliminate the excess Advances.



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		4.8	Receivables;
                                         Deposit Accounts and Securities Accounts.



 


(a)      
Each of the Receivables shall be a bona fide and
valid account representing a bona fide indebtedness incurred by the Customer therein named, for a fixed sum as set forth in the
invoice relating thereto (provided immaterial or unintentional invoice errors shall not be deemed to be a breach hereof)
with respect to an absolute sale or lease and delivery of goods upon stated terms of a Borrower, or work, labor or services theretofore
rendered by a Borrower as of the date each Receivable is created. Same shall be due and owing in accordance with the applicable
Borrower’s standard terms of sale without dispute, setoff or counterclaim except as may be stated on the accounts receivable schedules
delivered by Borrowers to Agent.


 


(b)      
Each Customer, to the best of each Borrower’s
knowledge, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Customer
is obligated in full when due. With respect to such Customers of any Borrower who are not solvent, such Borrower has set up on
its books and in its financial records bad debt reserves adequate to cover such Receivables.


 


(c)      
Each Borrower’s chief executive office and each
other office or location at which such Borrower maintains records is located as set forth on Schedule 4.4(b)(iii). Until written
notice is given to Agent by Borrowing Agent of any other office at which any Borrower keeps its records pertaining to Receivables,
all such records shall be kept at such executive office or such other location as is set forth on Schedule 4.4(b)(iii).


 


(d)      
Borrowers shall instruct their Customers to deliver
all remittances upon Receivables (whether paid by check or by wire transfer of funds) (i) to one or more Depository Accounts (and
any associated lockboxes) as contemplated by Section 4.8(h), (ii) to a Joint Data Acquisition Program Account (if applicable)
or (iii) as otherwise agreed to from time to time by Agent. Notwithstanding the foregoing, to the extent that any Borrower directly
receives any remittances upon Receivables (other than a remittance upon a Receivable arising in connection with a Joint Data Acquisition
Program), such Borrower shall, at such Borrower’s sole cost and expense, but on Agent’s behalf and for Agent’s account, collect
as Agent’s property and in trust for Agent all amounts received on Receivables, and shall not commingle such collections with
any Borrower’s funds or use the same except to pay Obligations, and shall as soon as possible and in any event no later than one
(1) Business Day after the receipt thereof (i) in the case of remittances paid by check, deposit all such remittances in their
original form (after supplying any necessary endorsements) and (ii) in the case of remittances paid by wire transfer of funds,
transfer all such remittances, in each case, into such Blocked Accounts(s) and/or Depository Account(s). Each Borrower shall deposit
in the Depository Account or, upon request by Agent, deliver to Agent, in original form and on the date of receipt thereof, all
checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness.




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(e)       
At any time following the occurrence and during
the continuation of an Event of Default, Agent shall have the right to send notice of the assignment of, and Agent’s security
interest in and Lien on, the Receivables to any and all Customers or any third party holding or otherwise concerned with any of
the Collateral. Thereafter, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or
both. Agent’s actual out-of-pocket costs and expenses in respect of the collection of Receivables, including, but not limited
to, stationery and postage, telephone, facsimile, telegraph (but, for the avoidance of doubt, excluding secretarial and clerical
expenses and the salaries of any collection personnel used for collection that are, in either case, employed by Agent or any Affiliate
of Agent), may be charged to Borrowers’ Account and added to the Obligations.


 


(f)       
At any time following the occurrence and during
the continuation of a Cash Dominion Trigger Event, Agent shall have the right to receive, endorse, assign and/or deliver in the
name of Agent or any Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables,
and each Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. Each Borrower hereby
constitutes Agent or Agent’s designee as such Borrower’s attorney with power, at any time following the occurrence and during
the continuation of an Event of Default: (A) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money
orders or other evidences of payment or Collateral; (B) to sign such Borrower’s name on any invoice or bill of lading relating
to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (C) to send verifications of
Receivables to any Customer; (D) to sign such Borrower’s name on all financing statements or any other documents or instruments
deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same;
(E) to receive, open and dispose of all mail addressed to any Borrower at any post office box/lockbox maintained by Agent for
Borrowers or at any other business premises of Agent; (F) to demand payment of the Receivables; (G) to enforce payment of the
Receivables by legal proceedings or otherwise; (H) to exercise all of such Borrower’s rights and remedies with respect to the
collection of the Receivables and any other Collateral; (I) to extend the time of payment of, settle, adjust, compromise, extend
or renew the Receivables; (J) to settle, adjust or compromise
any legal proceedings brought to collect Receivables; (K) to prepare, file and sign such Borrower’s name on a proof of claim in
bankruptcy or similar document against any Customer; (L) to prepare, file and sign such Borrower’s name on any notice of Lien,
assignment or satisfaction of Lien or similar document in connection with the Receivables; (M) to accept the return of goods represented
by any of the Receivables; (N) to change the address for delivery of mail addressed to any Borrower to such address as Agent may
designate; and (O) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee
are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor
for any error of judgment or mistake of fact or of law, unless done with gross negligence or willful misconduct (as determined
by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable
while any of the Obligations (other than Hedge Liabilities and Cash Management Liabilities) remain unpaid.




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(g)      
Neither Agent nor any Lender shall, under any
circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement,
collection or payment of any of the Receivables or any instrument received in payment thereof, or for any damage resulting therefrom
unless such liability or damage results from Agent’s or Lender’s gross negligence or willful misconduct (as determined by a court
of competent jurisdiction in a final non-appealable judgment).


 


(h)      
All proceeds of Collateral shall be deposited
by Borrowers (other than GX Mexico) into either (i) a lockbox account, dominion account or such other “blocked account”
(“Blocked Accounts”) pursuant to an arrangement reasonably acceptable to Agent or (ii) a depository account
(“Depository Accounts”), in each case, established at Agent or a bank or banks (each such bank, a “Control
Account Bank”) for the deposit of such proceeds; provided that proceeds of Receivables arising in connection
with a Joint Data Acquisition Program may be deposited into a Joint Data Acquisition Program Account. Each applicable Borrower,
Agent and each Control Account Bank shall enter into a deposit account control agreement in form and substance reasonably satisfactory
to Agent that is sufficient to give Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code)
over such account and pursuant to which Agent may direct such Control Account Bank to transfer such funds so deposited on a daily
basis to Agent, either to any account maintained by Agent at said Control Account Bank or by wire transfer to appropriate account(s)
at Agent; provided that Agent shall not exercise such “control” right unless a Cash Dominion Trigger Event shall have
occurred. All funds deposited in such Blocked Accounts or Depository Accounts shall immediately become subject to the security
interest of Agent for its own benefit and the ratable benefit of Issuer, Lenders and all other holders of the Obligations, and
Borrowing Agent shall obtain from any Control Account Bank that is not a Lender the agreement by such Control Account Bank to
waive any offset rights against the funds so deposited. Neither Agent nor any Lender assumes any responsibility for such blocked
account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Control
Account Bank thereunder. Agent shall apply all funds received by it from the Blocked Accounts and/or Depository Accounts to the
satisfaction of the Obligations (including the cash collateralization of the Letters of Credit) in such order as Agent shall determine
in its sole discretion. Notwithstanding anything to the contrary contained herein, the applicable Pledge Agreement shall apply
in connection with the deposit accounts maintained by GX Mexico if at any time a Default or Event of Default occurs hereunder
to secure the GX Mexico Obligations.


 


(i)       
No Borrower will, without Agent’s consent, compromise
or adjust any material amount of Receivables (or extend the time for payment thereof) or accept any material returns of merchandise
or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments, returns, discounts,
credits and allowances as have been heretofore customary in the Ordinary Course of Business of such Borrower.


 


(j)       
All deposit accounts (including all Blocked Accounts
and Depository Accounts), securities accounts and investment accounts of each Borrower as of the Closing Date (other than any
Excluded Account) are set forth on Schedule 4.8(j). No Borrower shall open any new deposit account, securities account or investment
account other than any Excluded Account unless, if such account is to be maintained with a bank, depository institution or securities
intermediary that is not the Agent, such bank, depository institution or securities intermediary, each applicable Borrower and
Agent shall first have entered into an account control agreement in form and substance satisfactory to Agent sufficient to give
Agent “control” (for purposes of Articles 8 and 9 of the Uniform Commercial Code) over such account.




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4.9        
Inventory. To the extent Inventory held
for sale or lease has been produced by any Borrower, it has been and will be produced by such Borrower in compliance with the
Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.


 


4.10      
Maintenance of Equipment. The equipment
shall be maintained in good operating condition and repair (reasonable wear and tear excepted) and all necessary replacements
of and repairs thereto shall be made so that the value and operating efficiency of the equipment shall be maintained and preserved,
except in each case to the extent that any Borrower shall reasonably determine that any equipment is worn out, obsolete or no
longer needed for its operations in its Ordinary Course of Business. No Borrower shall use or operate the equipment in violation
of any law, statute, ordinance, code, rule or regulation in any material respect.


 


4.11.     
Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s
agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage,
loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof. Neither
Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under
any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for
the performance by any Borrower of any of the terms and conditions thereof.


 


4.11      
Financing Statements. Except as respects
the financing statements filed by Agent, financing statements described on Schedule 1.2(d), and financing statements filed in
connection with Permitted Encumbrances, Borrower shall not authorize any financing statement covering any of the Collateral or
any proceeds thereof to be filed in any public office.


 


	V.	REPRESENTATIONS
                                         AND WARRANTIES.

                                                                                 

                                                                                Each
                                         Borrower represents and warrants as follows:

	 	 



 5.1 Authority. Each Loan Party has full power, authority and legal right to enter into this Agreement and the Other Documents to which it is a party and to perform all its respective Obligations hereunder and thereunder. This Agreement and the Other Documents to which it is a party have been duly executed and delivered by each Loan Party, and this Agreement and the Other Documents to which it is a party constitute the legal, valid and binding obligation of such Loan Party enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and of the Other Documents to which it is a party (a) are within such Loan Party’s corporate or company powers, as applicable, have been duly authorized by all necessary corporate or company action, as applicable, are not in contravention of Applicable Law or the terms of such Loan Party’s Organizational Documents or to the conduct of such Loan Party’s business or, except as could not reasonably be expected to have a Material Adverse Effect, of any Material Contract or undertaking to which such Loan Party is a party or by which such Loan Party is bound, including the New Second Priority Notes Documents, (b) will not require the Consent of any Governmental Body, any party to a Material Contract or any other Person, except (x) those Consents set forth on Schedule 5.1 hereto, all of which will have been duly obtained, made or compiled prior to the Closing Date and which are in full force and effect and (y) those Consents with respect to which the failure to obtain could not reasonably be expected to cause a Material Adverse Effect and (c) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of such Loan Party under the provisions of any Material Contract to which such Loan Party is a party or by which it or its property is a party or by which it may be bound, including the New Second Priority Notes Documents. GX Mexico’s legal representative has sufficient authorities to enter into this Agreement on its behalf, which have not been revoked or modified in any manner, and GX Mexico has all corporate powers and has obtained all the necessary consents and authorizations that are required for the execution of this Agreement and the performance of its obligations hereunder, and the entering into of this Agreement and compliance thereof does not contravene its bylaws or any other corporate document; or any applicable law, regulation, judgment, or legal provision; or any contract, agreement, deed or other instrument that is part of. This Agreement constitutes a legal, valid and enforceable obligation of GX Mexico in accordance with its terms. Neither GX Mexico nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service of notice attachment prior to judgment in aid of execution or otherwise) under the laws of the jurisdiction in which the GX Mexico is organized and existing.





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		5.2	Formation
                                         and Qualification.



 


(a)      
Each Loan Party is duly incorporated or formed,
as applicable, and in good standing (to the extent the notion of “good standing” applies) under the laws of the state
listed on Schedule 5.2(a) and is qualified to do business and is in good standing (to the extent the notion of “good standing”
applies) in the states listed on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary
for such Loan Party to conduct its business and own its property in the Ordinary Course Business for such Borrower and where the
failure to so qualify could reasonably be expected to have a Material Adverse Effect on such Loan Party.


 


(b)
       The only Subsidiaries of each Loan
Party are listed on Schedule 5.2(b).


 


5.3          
Survival of Representations and Warranties.
All representations and warranties of such Loan Party contained in this Agreement and the Other Documents to which it is a party
shall be true at the time of such Loan Party’s execution of this Agreement and the Other Documents to which it is a party, and
shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described
therein or related thereto.


 


5.4          
Tax Returns. Each Borrower’s federal tax
identification number is set forth on Schedule 5.4. Each Loan Party has filed all federal and material state and local tax returns
and other reports that it is required by Applicable Law to file and has paid all taxes, assessments, fees and other governmental
charges that are due and payable except taxes, assessments, fees and other governmental charges being Properly Contested. The
provision for taxes on the books of each Loan Party is adequate
for all years not closed by applicable statutes, and for its current fiscal year, and no Loan Party has any knowledge of any deficiency
or additional assessment in connection therewith not provided for on its books that could reasonably be expected to have a Material
Adverse Effect.



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		5.5	Financial Statements.



 


(a)          The pro forma balance sheet of Borrowers on a Consolidated Basis (the “Pro
Forma Balance Sheet”) furnished to Agent on the Closing Date reflects the consummation of the transactions contemplated
under this Agreement (collectively, the “Transactions”) and is accurate, complete and correct and fairly reflects
the financial condition of Borrowers on a Consolidated Basis as of the Closing Date after giving effect to the Transactions, and
has been prepared in accordance with GAAP, consistently applied, except as may be disclosed in such financial statements. The Pro
Forma Balance Sheet has been certified as accurate, complete and correct in all material respects by the President, Chief Executive
Officer, Chief Financial Officer, Treasurer or Controller of Borrowing Agent.


 


(b)          The twelve-month cash flow and balance sheet projections of Borrowers on a Consolidated
Basis, copies of which are annexed hereto as Exhibit 5.5(b) (the “Projections”) were prepared by Borrowing Agent based
on assumptions believed to be reasonable at the time such Projections were prepared in light of the circumstances of the set of
conditions and course of action for the projected period believed by the Borrowing Agent to be most likely. The cash flow Projections
together with the Pro Forma Balance Sheet are referred to as the “Pro Forma Financial Statements”.


 


(c)          The consolidated and consolidating balance sheets of Borrowers, and such other Persons described therein, as of March 31,
2015, and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such
date, all accompanied by reports thereon containing opinions without qualification by independent certified public accountants,
copies of which have been delivered to Agent, have been prepared in accordance with GAAP, consistently applied (except for changes
in application to which such accountants concur) and present fairly the financial position of Borrowers at such date and the results
of their operations for such period. Since December 31, 2015, there has been no change in the condition, financial or otherwise,
of Borrowers as shown on the consolidated balance sheet as of such date, except changes in the Ordinary Course of Business, none
of which individually or in the aggregate has had a Material Adverse Effect.


 


5.6         Entity Names. Except as set forth on Schedule 5.6, no Borrower (a) has been known
by any other company or corporate name, as applicable, in the past five (5) years and does not sell Inventory under any other name,
or (b) has been the surviving corporation or company, as applicable, of a merger or consolidation or acquired all or substantially
all of the assets of any Person during the preceding five (5) years.


 


		5.7	O.S.H.A. Environmental Compliance; Flood Insurance.



 


(a)          Except
as set forth on Schedule 5.7 hereto, (i) each Loan Party is in compliance with, and its facilities, business, assets,
property, leaseholds, Real Property and Equipment are in compliance with, the Federal Occupational Safety and Health Act and
Environmental Laws the failure to comply with which could reasonably be expected to result in a Material Adverse Effect and
(ii) there are no outstanding citations, notices or orders of non-compliance issued to any Loan Party or relating to its
business, assets, property, leaseholds or equipment under any such laws, rules or regulations that, if enforced against such
Loan Party, could reasonably be expected to result in a Material Adverse Effect.



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(b)        
Except as set forth on Schedule 5.7 hereto, each Loan Party has been issued all required
federal, state and local licenses, certificates or permits (collectively, “Approvals”) relating to all applicable
Environmental Laws and all such Approvals are current and in full force and effect, except to the extent that the failure to receive
any such Approval could not reasonably be expected to have a Material Adverse Effect.


 


(c)         
Except as set forth on Schedule 5.7, to Borrowers’ knowledge: (i) there have been no
releases, spills, discharges, leaks or disposal (collectively referred to as “Releases”) of Hazardous Materials
at, upon, under or migrating from or onto any Real Property owned, leased or occupied by any Loan Party, except for those Releases
that are in material compliance with Environmental Laws or that could not reasonably be expected to have a Material Adverse Effect;
(ii) there are no underground storage tanks or polychlorinated biphenyls on any Real Property, except for such underground storage
tanks or polychlorinated biphenyls that are present in compliance with Environmental Laws; (iii) the Real Property has never been
used by any Loan Party to dispose of Hazardous Materials, except as authorized by Environmental Laws; and (iv) no Hazardous Materials
are managed by any Loan Party on any Real Property, excepting such quantities as are managed in accordance with all applicable
manufacturer’s instructions and compliance with Environmental Laws and as are necessary for the operation of the commercial business
of any Loan Party or of its tenants.


 


(d)         
All Real Property owned by each Loan Party is insured pursuant to policies and other
bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers
in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with prudent business practice in the
industry of such Loan Party. Each Loan Party has taken all actions required under the Flood Laws and/or requested by Agent to assist
in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to,
providing Agent with the address and/or GPS coordinates of each structure located upon any Real Property that will be subject to
a Mortgage in favor of Agent, for the benefit of Lenders, and, to the extent required, obtaining flood insurance for such property,
structures and contents prior to such property, structures and contents becoming Collateral.


 


		5.8	Solvency; No Litigation, Violation, Indebtedness or Default; ERISA
Compliance.



 


(a)          (i)
Each Loan Party is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all
businesses in which it is about to engage, (ii) as of the Closing Date, the fair present saleable value of its assets,
calculated on a going concern basis, is in excess of the amount of its liabilities, and (iii) subsequent to the Closing Date,
the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its
liabilities.



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(b)          Except
as disclosed in Schedule 5.8(b)(i), no Loan Party has any pending or threatened material litigation, arbitration, actions or
proceedings that, if determined adversely to such Loan Party, could reasonably be expected to have a Material Adverse Effect.
No Loan Party has any outstanding Indebtedness other than the Obligations, except for (i) Indebtedness disclosed in Schedule
5.8(b)(ii) and (ii) Indebtedness otherwise permitted under Section 7.3 or 7.8 hereof.


 


(c)         
No Loan Party is in violation of any Applicable Law in any respect which could reasonably
be expected to have a Material Adverse Effect, nor is any Loan Party in violation of any order of any court, Governmental Body
or arbitration board or tribunal in any respect which could reasonably be expected to have a Material Adverse Effect. Each Plan
is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state laws.


 


(d)         
No Borrower nor
any member of the Controlled Group maintains or is required to contribute to any Pension Benefit Plan or is required to contribute to any Multiemployer
Plan other than those listed on Schedule 5.8(d) hereto, or with respect to which Borrowers hereafter give notice to Agent and
each Lender pursuant to Section 9.15 hereof that it or a member of its Controlled Group has established or become obligated to
contribute. No Termination Event has occurred or could reasonably be expected to occur. Borrowers and each member of the Controlled Group
have complied with the Funding Rules with respect to each Pension Benefit Plan, and no waiver of the minimum
funding requirements under the Funding Rules has been applied
for or obtained. As of the most recent valuation date for any Pension Benefit Plan, the funding target attainment percentage (as
defined in Section 430 of the Code) is 60% or higher and no facts or circumstances exist that could reasonably be expected to
cause the funding target attainment percentage to drop below such threshold as of the most recent valuation dateor
any member of the Controlled Group maintains or is required to contribute to any Plan other than those listed on Schedule 5.8(d)
hereto. (i) Each Borrower and each member of the Controlled Group has met all applicable minimum
funding requirements under Section 302 of ERISA and Section 412 of the
Code in respect of each Plan, and each Plan is in compliance with Sections 412, 430 and 436 of the Code and Sections 206(g), 302
and 303 of ERISA, without regard to waivers and variances; (ii) each Plan which is intended to be a qualified plan under Section
401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a)
of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code or an application
for such a determination is currently being processed by the Internal Revenue Code; (iii) neither any Borrower nor any member
of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium
payments which have become due which are unpaid; (iv) no Plan has been terminated by the plan administrator thereof nor by the
PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any
Plan; (v) the current value of the assets of each Plan exceeds the present value of the accrued benefits and other liabilities
of such Plan and neither any Borrower nor any member of the Controlled Group knows of any facts or circumstances which would materially
change the value of such assets and accrued benefits and other liabilities; (vi) neither any Borrower nor any member of the Controlled
Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan; (vii) neither
any Borrower nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4971, 4972
or 4980B of the Code, and no fact exists which could give rise to any such liability; (viii) neither any Borrower nor any member
of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction”
described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination
Event with respect to any such Plan which is subject to ERISA; (ix) no Termination
Event has occurred or is reasonably expected to occur; (x) there exists
no event described in Section 4043 of ERISA, for which the thirty (30) day notice period has not been waived; (xi) neither any
Borrower nor any member of the Controlled Group has engaged in a transaction that could be subject to Section 4069 or 4212(c)
of ERISA; (xii) neither any Borrower nor any member of the Controlled Group maintains or
is required to contribute to any Plan which provides health, accident
or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the
Code; (xiii) neither any Borrower nor any member of the Controlled Group has withdrawn, completely or partially, within the meaning
of Section 4203 or 4205 of ERISA, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments
Act of 1980 and there exists no fact which would reasonably be expected to result in any such liability; and (xiv) no Plan fiduciary
(as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or for any failure in connection with the
administration or investment of the assets of a Plan.



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5.9         
Patents, Trademarks. Copyrights and Licenses. Schedule 5.9 sets forth all Intellectual
Property owned or utilized by any Loan Party that has been registered (or for which registration has been applied for) with the
U.S. Patent and Trademark Office. All Intellectual Property owned or utilized by any Loan Party includes all of the intellectual
property rights that are necessary for the operation of its business. There is no proceeding by any Governmental Body to suspend,
revoke, terminate or adversely modify, any such Intellectual Property and no Loan Party is aware of any objection to, pending challenge
to the validity of, or grounds for any challenge or proceedings, except as set forth in Schedule 5.9 hereto. Except as could not
reasonably be expect to have a Material Adverse Effect, (x) all Intellectual Property owned or held by any Loan Party consists
of original material or property developed by such Loan Party or was lawfully acquired by such Loan Party from the proper and lawful
owner thereof and (y) each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition
thereof.


 


5.10        Licenses and Permits. Except as set forth in Schedule 5.10, each Loan Party (a)
is in compliance with and (b) has procured and is now in possession of, all material licenses or permits required by any applicable
federal, state, provincial or local law, rule or regulation for the operation of its business in each jurisdiction wherein it is
now conducting or proposes to conduct business and where the failure to procure such licenses or permits could reasonably be expected
to have a Material Adverse Effect.


 


5.11        Default
of Indebtedness. No Loan Party is in default in the payment of the principal of or interest on any Material Indebtedness
or under any instrument or agreement under or subject to which any Material Indebtedness has been issued and no event has
occurred under the provisions of any such instrument or agreement which with or without the lapse of time or the giving of
notice, or both, constitutes or would constitute an event of default thereunder.



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5.12        No Default. No Loan Party is in default in the payment or performance of any
of its contractual obligations, which default could reasonably be expected to have a Material Adverse Effect, and no Default or
Event of Default has occurred.


 


5.13        No Burdensome Restrictions. No Loan Party is party to any contract or agreement
the performance of which could reasonably be expected to have a Material Adverse Effect. Each Loan Party has heretofore delivered
to Agent true and complete copies of all Material Contracts to which it is a party or to which it or any of its properties is subject.
No Loan Party has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of
its property, whether now owned or hereafter acquired, to be subject to a Lien which is not a Permitted Encumbrance.


 


5.14        No Labor Disputes. No Loan Party is involved in any material labor dispute; there
are no strikes or walkouts or union organization of any Loan Party’s employees threatened or in existence and no labor contract
is scheduled to expire during the Term other than as set forth on Schedule 5.14 hereto.


 


5.15        Margin Regulations. No Loan Party is engaged, nor will it engage, principally
or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying”
any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors
of the Federal Reserve System as now and from time to time hereafter in effect. No part of the proceeds of any Advance will be
used for “purchasing” or “carrying” “margin stock” as defined in Regulation U of such Board
of Governors.


 


5.16        Investment Company Act. No Loan Party is an “investment company”
registered or required to be registered under the Investment Company Act of 1940, as amended, nor is it controlled by such a company.


 


5.17        Disclosure. No representation or warranty made by any Loan Party in this Agreement
or in any financial statement, report, certificate or any other document furnished in connection herewith contains any untrue statement
of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading. There
is no fact known to any Loan Party or which reasonably should be known to such Loan Party which such Loan Party has not disclosed
to Agent in writing with respect to the transactions contemplated by this Agreement which could reasonably be expected to have
a Material Adverse Effect.


 


5.18        Delivery
of New Second
Priority Notes Documents. Agent has received complete copies of the the New Second Priority
Notes Documents and related documents (including all exhibits, schedules and disclosure letters referred to therein or delivered
pursuant thereto, if any) and all amendments thereto, waivers relating thereto and other side letters or agreements affecting
the terms thereof. None of such documents and agreements has been amended or supplemented, nor have any of the provisions thereof
been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to Agent. Delivery of
Junior Priority Debt Documents. To the extent that any Borrower has incurred or issued any Junior Priority Debt in an aggregate
principal amount exceeding $10,000,000 (other than New
Second Priority Debt), Agent has received complete copies of the Junior
Priority Debt Documents evidencing such Junior Priority Debt and related documents (including all exhibits, schedules and disclosure
letters referred to therein or delivered pursuant thereto, if any) and all amendments thereto, waivers relating thereto and other
side letters or agreements affecting the terms thereof. None of such documents and agreements has been amended or supplemented,
nor have any of the provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore
been delivered to Agent.



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5.21        Swaps. No Loan Party is a party to, nor will it be a party to, any swap agreement
whereby such Loan Party has agreed or will agree to swap interest rates or currencies unless same provides that damages upon termination
following an event of default thereunder are payable on an unlimited “two-way basis” without regard to fault on the
part of either party.


 


5.22        Business and Property of Loan Parties. Upon and after the Closing Date, Loan
Parties do not propose to engage in any business other than as conducted on the Closing Date and activities necessary to conduct
the foregoing. On the Closing Date, each Loan Party will own all the property and possess all of the rights and Consents necessary
for the conduct of the business of such Loan Party.


 


5.23        Ineligible Securities. Loan Parties do not intend to use and shall not use any
portion of the proceeds of the Advances, directly or indirectly, to purchase during the underwriting period, or for 30 days thereafter,
Ineligible Securities being underwritten by a securities Affiliate of Agent or any Lender.


 


 5.24        [Reserved].




 


5.25        Equity Interests. The authorized and outstanding Equity Interests of each Loan
Party, and (except with respect to authorized and outstanding Equity Interests of Geophysical) each legal and beneficial holder
thereof as of the Closing Date, are as set forth on Schedule 5.24(a) hereto. All of the Equity Interests of each Loan Party have
been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders
hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental
Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.24(b), there
are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party or (except with respect
to shareholders of Geophysical) any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or
redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests
of Loan Parties. Except as set forth on Schedule 5.24(c), Loan Parties have not issued any Disqualified Equity Interests.


 


5.26        Commercial
Tort Claims. Except as set forth on Schedule 5.25 hereto, no Loan Party has commenced any litigation or other legal
proceedings with respect to any commercial tort claim for which such Loan Party is asserting (or has asserted) a claim for
damages of $250,000 or more.



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5.27        Letter of Credit Rights. Except as set forth on Schedule 5.26 hereto, as of the
Closing Date, no Loan Party is the beneficiary under any letter of credit having a stated or face amount of $250,000 or more.


 


5.28        Material Contracts. All Material Contracts are in full force and effect and no
material defaults currently exist thereunder.


 


5.29        Certificate of Beneficial Ownership. The Certificate of Beneficial Ownership
executed and delivered to Agent and Lenders for each Borrower on or prior to the date of this Agreement, as updated from time to
time in accordance with this Agreement, is accurate, complete and correct as of the date hereof and as of the date any such update
is delivered. The Borrower acknowledges and agrees that the Certificate of Beneficial Ownership is one of the Other Documents.


 


		VI.	AFFIRMATIVE COVENANTS.



 


Each
Borrower shall, and shall cause each other Loan Party to, until payment in full of the Obligations (other than Hedge Liabilities
and Cash Management Liabilities) and termination of this Agreement:


 


6.1          Compliance with Laws. Comply in all material respects with all Applicable Laws
with respect to the Collateral or any part thereof or to the operation of such Loan Party’s business the non-compliance with which
could reasonably be expected to have a Material Adverse Effect.


 


6.2          Conduct of Business and Maintenance of Existence and Assets. (a) Conduct continuously
and operate actively its business according to good business practices and maintain all of its properties useful or necessary in
its business in good working order and condition (reasonable wear and tear excepted and except as may be abandoned or disposed
of in accordance with the terms of this Agreement); (b) keep in full force and effect its existence and comply in all material
respects with the laws and regulations governing the conduct of its business where the failure to do so could reasonably be expected
to have a Material Adverse Effect; and (c) make all such reports and pay all such franchise and other taxes and license fees and
do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under
the laws of the United States or any political subdivision thereof where the failure to do so could reasonably be expected to have
a Material Adverse Effect.


 


6.3          Books and Records. Keep proper books of record and account in which full, true
and correct entries will be made of all dealings or transactions of or in relation to its business and affairs (including without
limitation accruals for taxes, assessments, Charges, levies and claims, allowances against doubtful Receivables and accruals for
depreciation, obsolescence or amortization of assets), all in accordance with, or as required by, GAAP consistently applied in
the opinion of such independent public accountant as shall then be regularly engaged by Loan Parties.



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6.4          Payment of Taxes. Pay, when due, all federal and other material taxes, assessments
and other Charges lawfully levied or assessed upon such Loan Party or any of the Collateral, including real and personal property
taxes, assessments and charges and all franchise, income, employment, social security benefits, withholding, and sales taxes. If
any federal or other material tax by any Governmental Body is or may be imposed on or as a result of any transaction between any
Loan Party and Agent or any Lender which Agent or any Lender may be required to withhold or pay or if any taxes, assessments, or
other Charges remain unpaid after the date fixed for their payment, or if any claim shall be made which, in Agent’s reasonable
opinion, may create a valid Lien on the Collateral, Agent may without notice (provided that in each case the Agent shall
endeavor to give the Borrowing Agent reasonable prior written notice thereof (provided, further, that the failure
of Agent to provides such notice shall not give rise to any liability on the part of Agent)) to Loan Parties pay the taxes, assessments
or other Charges and each Loan Party hereby indemnifies and holds Agent and each Lender harmless in respect thereof. Agent will
not pay any taxes, assessments or Charges to the extent that any applicable Loan Party has Properly Contested those taxes, assessments
or Charges. The amount of any payment by Agent under this Section 6.4 shall be charged to Borrowers’ Account as a Revolving Advance
maintained as a Domestic Rate Loan and added to the Obligations.


 


6.5          Financial
Covenants.




 


(a)         
Fixed Charge Coverage Ratio. Maintain as of the end of each fiscal quarter occurring
during the existence of a Covenant Testing Trigger Event (and as of the end of the fiscal quarter immediately preceding the fiscal
quarter in which such Covenant Testing Trigger Event shall have occurred), a Fixed Charge Coverage Ratio of not less than 1.1 to
1.0, measured on a rolling four (4) quarter basis.


 


(b)          [Reserved].




 


6.6          Insurance.




 


(a)          (i)
Keep all its insurable properties and properties in which such Loan Party has an interest insured against the hazards of
fire, flood, sprinkler leakage, those hazards covered by extended coverage insurance and such other hazards, and for such
amounts, as is customary in the case of companies engaged in businesses similar to such Loan Party’s including business
interruption insurance; (ii) maintain a bond in such amounts as is customary in the case of companies engaged in businesses
similar to such Loan Party insuring against larceny, embezzlement or other criminal misappropriation of insured’s officers
and employees who may either singly or jointly with others at any time have access to the assets or funds of such Loan Party
either directly or through authority to draw upon such funds or to direct generally the disposition of such assets; (iii)
maintain comprehensive general liability insurance against claims for personal injury, death or property damage suffered by
others; (iv) maintain all such worker’s compensation or similar insurance as may be required under the laws of any state
or jurisdiction in which such Loan Party is engaged in business; (v) furnish Agent with (A) certificates of insurance with
respect to all policies and evidence of the maintenance of such policies by the renewal thereof at least thirty (30) days
before any expiration date, and (B) appropriate loss payable endorsements in form and substance satisfactory to Agent, naming
Agent as an additional insured with respect to all insurance coverage referred to in clauses (i) and (iii) above, and as an
mortgagee and/or lender loss payee as its interests may appear with respect to all insurance coverage referred to in clauses
(i) and (ii) above, and providing (I) that all proceeds thereunder shall be payable to Agent, (II) no such insurance shall be
affected by any act or neglect of the insured or owner of the property described in such policy, and (III) that such policy
and loss payable clauses may not be cancelled, amended or terminated unless at least thirty (30) days prior written notice is
given to Agent (or in the case of non-payment, at least ten (10) days prior written notice). In the event of any loss
thereunder, the carriers named therein hereby are directed by Agent and the applicable Loan Party to make payment for such
loss to Agent and not to such Loan Party and Agent jointly. If any insurance losses are paid by check, draft or other
instrument payable to any Loan Party and Agent jointly, Agent may endorse such Loan Party’s name thereon and do such other
things as Agent may deem advisable to reduce the same to cash. Notwithstanding the foregoing, the Agent and the Lenders
acknowledge that the holders of Junior Priority Obligations, as a class, shall be named as additional insureds, with a waiver
of subrogation, on all insurance policies of Borrowers and the other Guarantors covering the Collateral.



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(b)         
Each Loan Party shall take all actions required under the Flood Laws and/or requested
by Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but
not limited to, providing Agent with the address and/or GPS coordinates of each structure on any real property that will be subject
to a mortgage in favor of Agent, for the benefit of Lenders, and, to the extent required, obtaining flood insurance for such property,
structures and contents prior to such property, structures and contents becoming Collateral, and thereafter maintaining such flood
insurance in full force and effect for so long as required by the Flood Laws.


 


(c)          Agent
is hereby authorized to adjust and compromise claims under insurance coverage referred to in Sections 6.6(a)(i) and (ii) and
6.6(b) above. All loss recoveries received by Agent under any such insurance may be applied to the Obligations, in such order
as Agent in its sole discretion shall determine. Any surplus shall be paid by Agent to Loan Parties or applied as may be
otherwise required by law. Any deficiency thereon shall be paid by Loan Parties to Agent, on demand. Anything hereinabove to
the contrary notwithstanding, and subject to the fulfillment of the conditions set forth below, Agent shall remit to
Borrowing Agent insurance proceeds received by Agent during any calendar year under insurance policies procured and
maintained by Loan Parties which insure Loan Parties’ insurable properties to the extent such insurance proceeds do not
exceed $20,000,000 in the aggregate during such calendar year or $10,000,000 per occurrence. In the event the amount of
insurance proceeds received by Agent for any occurrence exceeds $10,000,000, then Agent shall not be obligated to remit the
insurance proceeds to Borrowing Agent unless Borrowing Agent shall provide Agent with evidence reasonably satisfactory to
Agent that the insurance proceeds will be used by Loan Parties to repair, replace or restore the insured property which was
the subject of the insurable loss. In the event Borrowing Agent has previously received (or, after giving effect to any
proposed remittance by Agent to Borrowing Agent would receive) insurance proceeds which equal or exceed $20,000,000 in the
aggregate during any calendar year, then Agent may, in its sole discretion, either remit the insurance proceeds to Borrowing
Agent upon Borrowing Agent providing Agent with evidence reasonably satisfactory to Agent that the insurance proceeds will be
used by Loan Parties to repair, replace or restore the insured property which was the subject of the insurable loss, or apply
the proceeds to the Obligations, as aforesaid. The agreement of Agent to remit insurance proceeds in the manner above
provided shall be subject in each instance to satisfaction of each of the following conditions: (x) No Event of Default or
Default shall then have occurred, (y) Loan Parties shall use such insurance proceeds promptly to repair, replace or restore
the insurable property which was the subject of the insurable loss and for no other purpose, and (z) such remittances shall
be made under such procedures as Agent may establish. If any Loan Party fails to obtain insurance as hereinabove provided, or
to keep the same in force, Agent, if Agent so elects, may obtain such insurance and pay the premium therefor on behalf of
such Loan Party, which payments shall be charged to Borrowers’ Account and constitute part of the obligations.



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6.7          Payment of Indebtedness and Leasehold Obligations. Pay, discharge or otherwise
satisfy (i) at or before maturity (subject, where applicable, to specified grace periods) all its Indebtedness, except when the
failure to do so could not reasonably be expected to have a Material Adverse Effect or when the amount or validity thereof is currently
being Properly Contested, subject at all times to any applicable subordination arrangement in favor of Lenders and (ii) when due
its rental obligations under all leases under which it is a tenant, and shall otherwise comply, in all material respects, with
all other terms of such leases and keep them in full force and effect, except when the failure to do so could not reasonably be
expected to have a Material Adverse Effect.


 


6.8          Environmental
Matters.




 


(a)         
Ensure that the Real Property and all operations and businesses conducted thereon are
in compliance in all material respects and remain in compliance in all material respects with all Environmental Laws and it shall
manage any and all Hazardous Materials on any Real Property in compliance in all material respects with Environmental Laws.


 


(b)         
Establish and maintain an environmental management and compliance system to assure and
monitor continued compliance with all applicable Environmental Laws. All potential violations and violations of Environmental Laws
shall be reviewed with legal counsel to determine any required reporting to applicable Governmental Bodies and any required corrective
actions to address such potential violations or violations.


 


(c)          Respond
promptly to any Hazardous Discharge or Environmental Complaint and take all necessary action in order to safeguard the health
of any Person and to avoid subjecting the Collateral or Real Property to any Lien. If any Loan Party shall fail to respond
promptly to any Hazardous Discharge or Environmental Complaint or any Loan Party shall fail to comply with any of the
requirements of any Environmental Laws, Agent on behalf of Lenders may, but without the obligation to do so, for the sole
purpose of protecting Agent’s interest in the Collateral: (i) give such notices or (ii) enter onto the Real Property (or
authorize third parties to enter onto the Real Property) and take such actions as Agent (or such third parties as directed by
Agent) deem reasonably necessary or advisable, to remediate, remove, mitigate or otherwise manage with any such Hazardous
Discharge or Environmental Complaint. All reasonable costs and expenses incurred by Agent and Lenders (or such third parties)
in the exercise of any such rights, including any sums paid in connection with any judicial or administrative
investigation or proceedings, fines and penalties, together with interest thereon from the date expended at the Default Rate
for Domestic Rate Loans constituting Revolving Advances shall be paid by Loan Parties upon demand, and until paid shall be
added to and become a part of the Obligations secured by the Liens created by the terms of this Agreement or any other
agreement between Agent, any Lender and any Loan Party.



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(d)         
Promptly upon the reasonable written request of Agent from time to time, Loan Parties
shall provide Agent, at Borrowers’ expense, with an environmental site assessment or environmental compliance audit report prepared
by an environmental engineering firm acceptable in the reasonable opinion of Agent, to assess with a reasonable degree of certainty
the existence of a Hazardous Discharge and the potential costs in connection with abatement, remediation and removal of any Hazardous
Materials found on, under, at or within the Real Property. Any report or investigation of such Hazardous Discharge proposed and
acceptable to the responsible Governmental Body shall be acceptable to Agent. If such estimates, individually or in the aggregate,
exceed $100,000, Agent shall have the right to require Loan Parties to post a bond, letter of credit or other security reasonably
satisfactory to Agent to secure payment of these costs and expenses.


 


6.9          Standards of Financial Statements. Cause all financial statements referred to
in Sections 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, and 9.13 as to which GAAP is applicable to be complete and correct in all material
respects (subject, in the case of interim financial statements, to normal year-end audit adjustments) and to be prepared in reasonable
detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as disclosed therein and
agreed to by such reporting accountants or officer, as applicable).


 


6.10        Additional
Loan Parties. Borrowing Agent shall give the Agent prompt written notice if Borrowing Agent determines that any
Subsidiary of a Borrower is or has become a Material Subsidiary and, at Agent’s discretion, Borrowing Agent shall promptly,
but in any event within thirty (30) days, (a) cause such Material Subsidiary to (i) join this Agreement as a borrower and
become jointly and severally liable for the obligations of Borrowers hereunder, under the Notes, and under any Other Document
between any Loan Party, Agent and Lenders, or (ii) become a Guarantor with respect to the Obligations and execute the
Guarantor Security Agreement (or a joinder thereto) in favor of Agent, and (b) deliver to Agent all documents, including
without limitation, legal opinions and appraisals it may reasonably require to establish compliance with each of the
foregoing conditions in connection therewith.


 


6.11        Execution of Supplemental Instruments. Execute and deliver to Agent from time
to time, within a reasonable period of time following demand, such supplemental agreements, statements, assignments and transfers,
or instructions or documents relating to the Collateral, and such other instruments as Agent may reasonably request, in order that
the full intent of this Agreement may be carried into effect.


 


6.12        [Reserved].




 


6.13        Government
Receivables. At any time that any Receivable arising out of any contract between any Loan Party and the United States,
any state or any department, agency or instrumentality of any of them, is given credit in the calculation of the Formula
Amount, take all steps necessary to protect Agent’s interest in the Collateral under the Federal Assignment of Claims Act,
the Uniform Commercial Code and all other applicable state or local statutes or ordinances and deliver to Agent appropriately
endorsed, any instrument or chattel paper connected with any such Receivable.



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6.14        [Reserved].




 


6.15        Keepwell.
If it is a Qualified ECP Loan Party, then jointly and severally, together with each other Qualified ECP Loan Party, hereby
absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by
each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of
collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any
Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any Other Document
in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable
under this Section 6.15 for
the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 6.15,
or otherwise under this Agreement or any Other Document, voidable under applicable law, including applicable law relating to
fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan
Party under this Section 6.15 shall remain in full force and effect until payment in full of the Obligations (other than
Hedge Liabilities and Cash Management Liabilities) and termination of this Agreement and the Other Documents. Each Qualified
ECP Loan Party intends that this Section 6.15 constitute, and this Section 6.15 shall be deemed to constitute, a guarantee of
the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Borrower and
Guarantor for all purposes of Section la(18(A)(v)(II) of the CEA.


 


6.16        Certificate of Beneficial Ownership and Other Additional Information. Provide
to Agent and the Lenders: (i) confirmation of the accuracy of the information set forth in the most recent Certificate of Beneficial
Ownership provided to the Agent and Lenders; (ii) a new Certificate of Beneficial Ownership, in form and substance acceptable to
Agent and each Lenders, when the individual(s) to be identified as a Beneficial Owner have changed; and (iii) such other information
and documentation as may reasonably be requested by Agent or any Lender from time to time for purposes of compliance by Agent or
such Lender with applicable laws (including without limitation the USA Patriot Act and other “know your customer” and
anti-money laundering rules and regulations), and any policy or procedure implemented by Agent or such Lender to comply therewith.


 


		VII.	NEGATIVE COVENANTS.



 


No
Borrower shall, or shall permit any other Loan Party to, until satisfaction in full of the Obligations (other than Hedge Liabilities
and Cash Management Liabilities) and termination of this Agreement:


 


 7.1          Merger, Consolidation, Acquisition and Sale of Assets.




 


(a)         
Enter into any merger, consolidation or other reorganization with or into any other
Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or
consummate an LLC Division or permit any other Person to consolidate with or merge with
it, except (i) any Loan Party may merge, consolidate or reorganize with another Loan Party or acquire the assets or Equity Interest
of another Loan Party so long as such Loan Party provides Agent with ten (10) days prior written notice of such merger, consolidation
or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization and (ii)
Permitted Acquisitions.



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(b)          Sell,
lease, transfer or otherwise dispose of any of its properties or assets (including, in
each case, by way of an LLC Division), except (i) (a) the sale of Inventory in the
Ordinary Course of Business and (b) the disposition or transfer of obsolete or worn-out equipment in the Ordinary Course of
Business during any fiscal year having an aggregate fair market value of not more than $5,000,000 and, to the extent the
proceeds of any such disposition are used to acquire replacement equipment, such replacement equipment is subject to Agent’s
first priority security interest (subject to any Permitted Encumbrances), (ii) sales, exchanges or transfers of
Permitted Investments, (iii) transfers of condemned property to the respective Governmental Body that has condemned such
property and transfers of property that has been subject to a casualty event to the respective insurer of such property as
part of an insurance settlement, (iv) licenses and sublicenses by a Loan Party of software, trademarks or other Intellectual
Property in the Ordinary Course of Business, (v) sales, transfers or other dispositions of assets having a net book value of
not more than $10,000,000 in any fiscal year, provided, however, that Borrowers shall be permitted to sell up to a fifty
percent (50%) interest in a portion of its Multi-Client Data Library collection having a net book value of not more than
$40,000,000, the terms and conditions of which shall be acceptable to Agent in its Permitted Discretion, (vi) dispositions of
assets on Schedule 7.1(b) hereto, (vii) any transaction being contemplated as of, and disclosed in writing by the Borrowers
to the Agent and Lenders on, July 28, 2015, and (viii) any other sales or dispositions expressly permitted by this
Agreement.


 


7.2          Creation of Liens. Create or suffer to exist any Lien upon or against any of
its property or assets now owned or hereafter created or acquired, except Permitted Encumbrances.


 


7.3          Guarantees. Become liable upon the obligations or liabilities of any Person by
assumption, endorsement or guaranty thereof or otherwise (other than to Lenders) except (a) as disclosed on Schedule 7.3, (b) guarantees
by a Loan Party of the Indebtedness or obligations of any other Loan Party to the extent such Indebtedness is or obligations are
permitted to be incurred and/or outstanding pursuant to the provisions of this Agreement (including guarantees of Indebtedness
in respect of the New Second
Priority Obligations or any other Junior Priority Obligations), (c) the endorsement of checks in the Ordinary Course of Business,
(d) guarantees of the payment and/or performance of contractual obligations (other than for borrowed money) of any Affiliate of
a Borrower in the Ordinary Course of Business and (e) guarantees of the payment and/or performance of Interest Rate Hedges and
Foreign Currency Hedges of the type described in clause (h) of the definition of “Permitted Indebtedness”.


 


7.4          Investments.
Purchase or acquire after the Closing Date obligations or Equity Interests of, or any other interest in, any other Person,
other than (i) Permitted Investments, (ii) any repurchase of New Second
Priority Obligations or any other Junior Priority Obligations, each as permitted by Section 7.18, (iii) any Permitted
Acquisition, (iv) investments consisting of prepayments, security deposits or similar transactions entered into in the
Ordinary Course of Business, (v) obligations or Equity Interests received in connection with the bankruptcy or
reorganization of, or settlement of delinquent accounts and disputes with, Customers or suppliers, in each case in the
Ordinary Course of Business, (vi) any guarantee permitted under Section 7.3, and (vii) the acquisition of obligations or
Equity Interests, of another Person (or additional capital contributions in respect of Equity Interests held by a Loan
Party), whether in a single or series of related transactions, for which the aggregate consideration paid by a Loan Party
does not exceed $10,000,000 in any fiscal year or $40,000,000 from and after the Second Amendment Effective Date; provided
that, in any fiscal year in which the Loan Parties receive a return of capital in respect of any such obligations or Equity
Interests (or capital contributions) acquired (or made) after the Closing Date, (x) the amount available in such fiscal year
to make acquisitions of obligations or Equity Interests (or additional capital contributions) shall be increased by a like
amount and (y) the amount available from and after the Second Amendment Effective Date to make acquisitions of obligations or
Equity Interests (or additional capital contributions) shall be increased by a like amount.



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7.5          Loans. Make advances, loans or extensions of credit to any Person, including
any Parent, Subsidiary or Affiliate, other than Permitted Loans and loans permitted under Section 7.10.


 


7.6          Capital Expenditures. Contract for, purchase or make any expenditure or commitments
for Capital Expenditures (calculated, for the purposes of this Section 7.6, without giving effect to Capitalized Lease Obligations)
in any fiscal year in an aggregate amount for all Loan Parties in excess of $20,000,000.


 


7.7          Restricted
Payments. Declare, pay or make any dividend or distribution on any Equity Interests of any Loan Party (other than
dividends or distributions payable in its stock, or split-ups or reclassifications of its stock) or apply any of its funds,
property or assets to the purchase, redemption or other retirement of any Equity Interest, or of any options to purchase or
acquire any Equity Interest of any Loan Party, other than (a) any dividends or distributions by any Loan Party that is
wholly-owned by a Borrower directly or indirectly to such Borrower, (b) dividends, distributions, redemptions or retirement
of Equity Interests of Geophysical pursuant to and in accordance with its stock option plans and restricted stock plans or
other equity compensation or benefit plans for management or employees and (c) other dividends, distributions, redemptions or
retirement of Equity Interests of Geophysical not exceeding $10,000,000 in any fiscal year or $40,000,000 in the aggregate
from and after the Second Amendment Effective Date so long as (i) immediately prior and upon giving effect thereto, no
Default or Event of Default shall exist, (ii) Excess Availability immediately prior thereto shall be greater than $20,000,000
(or, at time that the Formula Amount is less than $20,000,000, Liquidity immediately prior thereto shall be greater than
$20,000,000) and (iii) the Agent shall have received satisfactory projections showing that Excess Availability for the
immediately following period of ninety (90) consecutive days shall not be less than $20,000,000 (or, at time that the Formula
Amount is less than $20,000,000, Liquidity immediately prior thereto shall be greater than $20,000,000).


 


7.8          Indebtedness. Create, incur, assume or suffer to exist any Indebtedness other
than Permitted Indebtedness.



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7.9          Nature of Business. Substantially change the nature of the business in which
it is presently engaged, nor except as specifically permitted hereby purchase or invest, directly or indirectly, in any assets
or property other than in the Ordinary Course of Business.


 


7.10        Transactions
with Affiliates. Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any
property to, or otherwise enter into any transaction or deal with, any Affiliate, except for (a) transactions among Loan
Parties which are not expressly prohibited by the terms of this Agreement and which are in the Ordinary Course of Business,
(b) payment by Loan Parties of dividends, distributions, redemptions or retirements of Equity Interests permitted under
Section 7.7 hereof, (c) transactions which are in the Ordinary Course of Business, on an arm’s-length basis on terms and
conditions no less favorable than terms and conditions which would have been obtainable from a Person other than an
Affiliate, (d) intercompany loans made by the Loan Parties to Affiliates of the Loan Parties that are not themselves Loan
Parties (which loans, for the avoidance of doubt, may be repaid and reborrowed by such Affiliates) in an aggregate principal
amount at any time outstanding not exceeding $30,000,000, so long as (i) immediately prior and upon giving effect to the
making of each such loan, no Default or Event of Default shall exist, (ii) the Fixed Charge Coverage Ratio after giving
effect to the making of each such loan shall be greater than 1.1:1.0, (iii) on a pro forma basis, average Excess Availability
for the 30 days prior to the making of each such loan shall be greater than $10,000,000, and (iv) Excess Availability
immediately prior and upon giving effect to the making of each such loan shall be greater than $10,000,000, (e) payments to
an Affiliate in respect of the Secured Priority Notes or any other Indebtedness of any Borrower or any Loan Party on the same
basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates, (f) any charitable
contribution, grant or endowment by any Loan Party to a charitable organization, foundation or university at which an
Affiliate’s only relationship is as a sponsor, donor, volunteer, employee or a director, regent or similar position, (g)
investments permitted under Section 7.4, (h) guarantees permitted under Section 7.3, and (i) loans permitted under Section
7.5.


 


7.11        [Reserved].




 


7.12        [Reserved].




 


7.13        Fiscal Year and Accounting Changes. Change its fiscal year from December 31,
or make any change in (a) accounting treatment and reporting practices except as required by GAAP or (b) tax reporting treatment
except as required by law.


 


7.14        Pledge of Credit. Now or hereafter pledge Agent’s or any Lender’s credit on any
purchases, commitments or contracts or for any purpose whatsoever or use any portion of any Advance in or for any business other
than such Loan Party’s business operations as conducted on the Closing Date.


 


7.15        Amendment
of Organizational Documents. (a) Change its legal name, (b) change its form of legal entity (e.g., converting from a corporation
to a limited liability company or vice versa), (c) change its jurisdiction of organization or become (or attempt or purport to
become) organized in more than one jurisdiction, or (d) otherwise amend, modify or waive any term or material provision of its
Organizational Documents unless required by law or such amendment, modification or waiver could not reasonably be expected to
materially and adversely affect the interests of Agent and the Lenders, in any such case, without giving at least thirty (30)
days’ prior written notice of such intended change to Agent. For
the avoidance of doubt and notwithstanding anything to the contrary in this Agreement or any Other Document, Geophysical may issue
to the New Second Priority Indenture Trustee the Equity Interests designated as “Series A Preferred Stock” with the
rights and powers described in Section 2.13 of the New Second Priority Notes Indenture, as in effect on April 20, 2021 and amend
its Organizational Documents to effect such issuance.



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7.16        Compliance with ERISA. (i) (x) Maintain, or permit any member of the Controlled
Group to maintain any Pension Benefit Plan, or (y) become obligated to contribute, or permit any member of the Controlled Group
to become obligated to contribute, to any Pension Benefit Plan or Multi-Employer Plan, other than those Plans disclosed on Schedule
5.8(d), (ii) engage, or permit any member of the Controlled Group to engage, in any non-exempt “prohibited transaction”,
as that term is defined in Section 406 of ERISA or Section 4975 of the Code, (iii) terminate, or permit any member of the Controlled
Group to terminate, any Pension Benefit Plan where such event could result in any liability of any Loan Party or any member of
the Controlled Group or the imposition of a lien on the property of any Loan Party or any member of the Controlled Group pursuant
to Section 4068 of ERISA, (iv) incur, or permit any member of the Controlled Group to incur, any withdrawal liability to any Multiemployer
Plan; (v) fail promptly to notify Agent of the occurrence of any Termination Event, (vi) fail to comply, or permit a member of
the Controlled Group to fail to comply, in all material respects with the requirements of ERISA or the Code or other Applicable
Laws in respect of any Plan, (vii) fail to meet, permit any member of the Controlled Group to fail to meet, or permit any Pension
Benefit Plan to fail to meet all minimum funding requirements under ERISA and the Code, without regard to any waivers or variances,
or postpone or delay or allow any member of the Controlled Group to postpone or delay any funding requirement with respect of any
Pension Benefit Plan, or (viii) cause, or permit any member of the Controlled Group to cause, a representation or warranty in Section
5.8(d) to cease to be true and correct.


 


7.17        Prepayment
of Indebtedness. Except as permitted pursuant to Section 7.18 hereof, at any time, directly or indirectly, voluntarily prepay
any Indebtedness (other than to Lenders), or voluntarily repurchase, redeem, retire or otherwise acquire any Indebtedness of any
Loan Party unless (i) immediately prior and upon giving effect thereto,
no Default or Event of Default shall exist, (ii) Excess Availability immediately prior thereto shall be greater than $20,000,000
(or, at time that the Formula Amount is less than $20,000,000, Liquidity immediately prior thereto shall be greater than $20,000,000);
provided, however, Borrowers
may prepay, or voluntarily repurchase, redeem, retire or otherwise acquire Indebtedness evidenced by (x) the 2016 Notes
in an aggregate principal amount (together with accrued and unpaid interest) not to exceed $20,000,000, so long as made with unrestricted
and unencumbered cash (other than as such cash may be encumbered by any Liens of Agent or Liens securing any New Second Priority
Obligations which Liens are subject to the New Second Priority Intercreditor Agreement) of Borrowers (other than any proceeds
of the Revolving Advances) or proceeds of the Rights Offering, in each case, in connection and pursuant to the Exchange Offer
as described in the New Second Priority Notes Indenture, as in effect on April 20, 2021 and
(iiiy)
the Agent shall have received satisfactory projections showing that
Excess Availability for the immediately following period of ninety (90) consecutive days shall not be less than $20,000,000 (or,
at time that the Formula Amount is less than $20,000,000, Liquidity immediately prior thereto shall be greater than $20,000,000)New
Second Priority Notes to the extent exclusively paid with proceeds of the Rights Offering described in the New Second Priority
Notes Indenture, as in effect on April 20, 2021.



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7.18        New
Second Priority NotesDebt and Other Junior Priority Debt.
At any time, directly or indirectly, call, make or offer to make any optional or voluntary redemption of, or otherwise optionally
or voluntarily redeem, any of the New Second
Priority Debt or any other Junior Priority Debt or any Indebtedness incurred in respect of a permitted renewal, exchange or refinancing
thereof; provided, however, that any Borrower may optionally or voluntarily call, make or offer to make any redemption, prepayment
or defeasance of, or voluntarily repurchase, retire or otherwise acquire, Second
Priority Debt or any other JuniorNew Second Priority
Debt (or any Indebtedness incurred in respect of a permitted renewal, exchange or refinancing thereof) (a) in exchange for, or
with the net cash proceeds of, (i) any Indebtedness incurred in respect of a permitted renewal, exchange or refinancing thereof,
(ii) a sale or exchange of Equity Interests of such
Borrower that is contemporaneous with such optional or voluntary redemption,
prepayment or defeasement, (iii) a combination of any Indebtedness incurred in respect of a permitted renewal, exchange or refinancing
thereof and a sale or exchange of Equity Interests of such
Borrower that is contemporaneous with such optional or voluntary redemption,
prepayment or defeasement, or (b) ifso
long as in connection with any such call, redemption, prepayment, defeasance, repurchase, retirement or other acquisition of New
Second Priority Debt: (i) immediately prior and upon giving effect thereto,
no Default or Event of Default shall exist,;
(ii) upon
giving effect thereto, Excess Availability immediately
prior thereto shall be greater than $20,000,000 (or,
at time that the Formula Amount is less than $20,000,000, Liquidity immediately prior thereto shall be greater than $20,000,000)
and; (iii)
the Agent shall have received satisfactory projections showing that Excess Availability for the immediately following period of
ninety (90) consecutive days shall not be less than $20,000,000;
and (or, at time
that the Formula Amount is less than $20,000,000, Liquidity immediately prior thereto shall be greater than $20,000,000)iv)
no proceeds of Revolving Advances shall be used to effect any such call, redemption, prepayment, defeasance, repurchase, retirement
or other acquisition of New Second Priority Debt. For the avoidance of
doubt, (x) Geophysical may make any payments in respect of any such optional or voluntary redemption of New
Second Priority Debt or any other Junior Priority Debt within sixty
(60)
days after the date any call or redemption notice or binding offer to
repurchase or redeem (as applicable) is given, if at the date such call or redemption notice or binding offer to repurchase or
redeem was given, such payment would have complied with the provisions of this Section 7.18 and (y) nothing in this Agreement
shall limit Borrower’Geophysical’s
ability to make any (i) scheduled
interest payments
or mandatory prepayments within respect toof
any 2016
Note, New Second Priority Debt or any other Junior Priority Debt, or any
permitted renewal, exchange or refinancing in respect thereof or
(ii) scheduled or otherwise mandatory payment at maturity
of the 2016 Notes or New Second Priority Notes.


 


7.19        Other
Agreements. Enter into any material amendment, waiver or modification of any Second
Priority2016 Notes
Documents, any New Second Priority Notes Documents or
any other Junior Priority Debt Documents, or any related agreements, if the effect thereof would adversely and materially affect
the rights of the Lenders under this Agreement, including the shortening of its maturity or average life or increasing the amount
of any scheduled payments of principal, provided that the foregoing shall not prohibit the execution of (i) supplemental
indentures associated with the incurrence of New Second
Priority Debt or any other Junior Priority Debt to the extent permitted by Section 7.8 hereof, (ii) other indentures or agreements
in connection with the incurrence of any Indebtedness incurred in respect of a permitted renewal, exchange or refinancing of New
Second Priority Debt or any other Junior Priority Debt, (iii) supplemental indentures
to add guarantors if required by the terms of any New
Second Priority Debt or any other Junior Priority Debt, or any indentures or agreements in connection
with Indebtedness incurred in respect of a permitted renewal, exchange or refinancing in respect thereof, provided Borrower
shall have caused the additional guarantor to become a Guarantor hereunder, (iv) documents, amendments and supplemental indentures
as permitted by the New Second
Priority Intercreditor Agreement or any junior intercreditor agreement or (v) amendments,
modifications, waivers or other changes that are acceptable to Agent in its sole discretion and not materially adverse to the
Lenders.



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7.20        Membership / Partnership Interests. Designate or permit any of their Subsidiaries
to (a) treat their limited liability company membership interests or partnership interests, as the case may be, as securities as
contemplated by the definition of “security” in Section 8-102(15) and by Section 8-103 of Article 8 of the Uniform
Commercial Code or (b) certificate their limited liability membership interests or partnership interests, as applicable.


 


7.21        Limitation
on Restrictions on Subsidiary Distributions. Enter into or permit to exist or become effective any consensual encumbrance
or restriction on the ability of any domestic Subsidiary of any Loan Party to: (a) declare, pay or make any dividend or distribution
in respect of any Equity Interests of such Subsidiary held by, or pay any indebtedness owed to, any Loan Party or any other Subsidiary
of such Loan Party; (b) make loans or advances to, or Investments in, any Loan Party or any other Subsidiary of such Loan Party;
and (c) transfer any of its assets to any Loan Party or any other Subsidiary of such Loan Party, except for such encumbrances
or restrictions existing under or by reason of: (i) any restrictions existing under this Agreement and the Other Documents, any 2016 Notes Documents, any New Second Priority Notes
Documents or any other Junior Priority Debt Document; and (ii) any restrictions with respect to a Subsidiary imposed pursuant
to an agreement that has been entered into in connection with the disposition of all or substantially all of the Equity Interests
or assets of such Subsidiary.


 


		VIII.	CONDITIONS PRECEDENT.



 


8.1          Conditions to Initial Advances. The agreement of Lenders to make the initial
Advances requested to be made on the Closing Date is subject to the satisfaction, or waiver by Agent, immediately prior to or concurrently
with the making of such Advances, of the following conditions precedent:


 


(a)          Note. Agent shall have received the Notes duly executed and delivered by an authorized
officer of each Borrower;


 


(b)          Other Documents. Agent shall have received each of the executed Other Documents,
as applicable;



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(c)          Intercreditor
Agreement Joinder. Agent shall have entered into the Intercreditor Agreement Joinder with Borrowers, Second Priority
Indenture Trustee and Second Priority Notes Collateral Agent and Borrowers shall have executed and delivered Exhibit III to the
Intercreditor Agreement[Reserved];


 


(d)          Financial Condition Certificates. Agent shall have received an executed Financial
Condition Certificate in the form of Exhibit 8.1(d);


 


(e)          Closing Certificate. Agent shall have received a closing certificate signed by
the Chief Financial Officer, Treasurer or Controller of each Borrower dated as of the date hereof, stating that (i) all representations
and warranties set forth in this Agreement and the Other Documents are true and correct in all material respects (except to the
extent any such representation or warranty expressly is qualified by materiality or “Material Adverse Effect”, in which
case such representations and warranties shall be true and correct in all respects) on and as of such date, and (ii) on such date
no Default or Event of Default has occurred or is continuing;


 


(f)           Borrowing Base. Agent shall have received evidence from Borrowers that the aggregate
amount of Eligible Domestic Receivables, Eligible Unbilled Receivables, Eligible Foreign Receivables and Eligible Inventory is
sufficient in value and amount to support Advances in the amount requested by Borrowers on the Closing Date;


 


(g)          Excess
Availability; Senior Secured Leverage Ratio. After giving effect to the initial Advances hereunder. Borrowers shall have
(i) Excess Availability of at least $40,000,000 and (ii) a ratio of Senior Funded Debt to EBITDA (excluding, for the purposes
of this Section 8.1(g), expenditures related directly to the Multi-Client Data Library) of not greater than 3.0 to 1.0,
measured on a rolling four (4) quarter basis;


 


(h)          Blocked Accounts. Borrowers shall have opened the Depository Accounts with Agent
or Agent shall have received duly executed agreements establishing the Blocked Accounts with financial institutions acceptable
to Agent for the collection or servicing of the Receivables and proceeds of the Collateral and Agent shall have entered into control
agreements with the applicable financial institutions in form and substance satisfactory to Agent with respect to such Blocked
Accounts;


 


(i)           Second
Priority Notes Documents. Agent shall have received final executed copies of the Second Priority Notes Documents, and all related
agreements, documents and instruments as in effect on the Closing Date[Reserved];


 


(j)           Filings. Registrations and Recordings. Each document (including any Uniform Commercial
Code financing statement) required by this Agreement, any related agreement or under law or reasonably requested by Agent to be
filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral
shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof
is so required or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each
such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating
thereto;



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(k)          Lien Waiver Agreements. Borrowers shall have used commercially reasonable efforts
to obtain Lien Waiver Agreements with respect to all locations or places at which Inventory, Equipment and books and records are
located;


 


(l)           Secretary’s Certificates, Authorizing Resolutions and Good Standings of Borrowers.
Agent shall have received a certificate of the Secretary or Assistant Secretary (or other equivalent officer, partner or manager)
of each Borrower in form and substance satisfactory to Agent dated as of the Closing Date which shall certify (i) copies of resolutions
in form and substance reasonably satisfactory to Agent, of the board of directors (or other equivalent governing body, member or
partner) of such Borrower authorizing (x) the execution, delivery and performance of this Agreement, the Notes and each Other Document
to which such Borrower is a party (including authorization of the incurrence of indebtedness, borrowing of Revolving Advances and
Swing Loans and requesting of Letters of Credit on a joint and several basis with all Borrowers as provided for herein), and (y)
the granting by such Borrower of the security interests in and liens upon the Collateral to secure all of the joint and several
Obligations of Borrowers (and such certificate shall state that such resolutions have not been amended, modified, revoked or rescinded
as of the date of such certificate), (ii) the incumbency and signature of the officers of such Borrower authorized to execute this
Agreement and the Other Documents, (iii) copies of the Organizational Documents of such Borrower as in effect on such date, complete
with all amendments thereto, and (iv) the good standing (or equivalent status) of such Borrower (to the extent the notion of “good
standing” applies) in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Borrower’s
business activities or the ownership of its properties necessitates qualification, as evidenced by good standing certificate(s)
(or the equivalent thereof issued by any applicable jurisdiction) (to the extent the notion of “good standing” applies)
dated not more than 10 days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each such
jurisdiction;


 


(m)         [Reserved];




 


(n)          Legal Opinion. Agent shall have received the executed legal opinion of (i) the
general counsel of Geophysical, with respect to certain corporate matters concerning Borrowers, and (ii) Mayer Brown LLP which
shall cover such matters incident to the transactions contemplated by this Agreement, the Notes, the Other Documents, and related
agreements as Agent may reasonably require, each in form and substance satisfactory to Agent, and each Borrower hereby authorizes
and directs such counsel to deliver such opinions to Agent and Lenders;


 


(o)          No Litigation. Except for the Patent Litigation, no litigation, investigation
or proceeding before or by any arbitrator or Governmental Body shall be continuing or threatened against any Borrower or against
the officers or directors of any Borrower (A) in connection with this Agreement or the Other Documents, or (B) which could, in
the reasonable opinion of Agent, have a Material Adverse Effect; and (ii) no injunction, writ, restraining order or other order
of any nature materially adverse to any Borrower or the conduct of its business or inconsistent with the due consummation of the
Transactions shall have been issued by any Governmental Body;



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(p)          Collateral Examination. Agent shall have completed Collateral examinations and
received appraisals, the results of which shall be satisfactory in form and substance to Agent, of the Receivables, Inventory,
General Intangibles, machinery and equipment, Multi-Client Data Library and Intellectual Property of each Borrower and all books
and records in connection therewith;


 


(q)          Fees. Agent shall have received all fees payable to Agent and Lenders on or prior
to the Closing Date hereunder, including pursuant to Article III hereof and the Fee Letter;


 


(r)           Pro Forma Financial Statements. Agent shall have received a copy of the Pro Forma
Financial Statements which shall be satisfactory in all respects to Agent;


 


(s)          Insurance. Agent shall have received in form and substance satisfactory to Agent,
(i) evidence that adequate insurance, including without limitation, credit insurance with respect to Eligible Foreign Receivables
and Eligible Unbilled Receivables, casualty and liability insurance, required to be maintained under this Agreement is in full
force and effect, (ii) insurance certificates issued by Borrowers’ insurance broker containing such information regarding Borrowers’
casualty and liability insurance policies as Agent shall request and naming Agent as an additional insured, lenders loss payee
and/or mortgagee, as applicable, and (iii) loss payable endorsements issued by Borrowers’ insurer naming Agent as lenders loss
payee and mortgagee, as applicable;


 


(t)           [Reserved].




 


(u)          Payment Instructions. Agent shall have received written instructions from Borrowing
Agent directing the application of proceeds of the initial Advances made pursuant to this Agreement;


 


(v)          Consents. Agent shall have received any and all Consents necessary to permit
the effectuation of the transactions contemplated by this Agreement and the Other Documents; and. Agent shall have received such
Consents and waivers of such third parties as might assert claims with respect to the Collateral, as Agent and its counsel shall
deem necessary;


 


(w)         No Adverse Material Change. (i) Since March 31, 2014, there shall not have occurred
any event, condition or state of facts which could reasonably be expected to have a Material Adverse Effect and (ii) no representations
made or information supplied to Agent or Lenders shall have been proven to be inaccurate or misleading in any material respect;


 


(x)          Contract Review. Agent shall have received and reviewed all Material Contracts
of Borrowers including leases, union contracts, labor contracts, vendor supply contracts, license agreements and distributorship
agreements and such contracts and agreements shall be satisfactory in all respects to Agent;


 


(y)         Compliance
with Laws. Agent shall be reasonably satisfied that each Borrower is in compliance in all material respects with all
pertinent federal, state, local or territorial regulations, including those with respect to the Federal Occupational Safety
and Health Act, the Environmental Protection Act, ERISA and the Anti-Terrorism Laws; and



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(z)          Other. All corporate and other proceedings, and all documents, instruments and
other legal matters in connection with the Transactions shall be satisfactory in form and substance to Agent and its counsel.


 


8.2          Conditions to Each Advance. The agreement of Lenders to make any Advance requested
to be made on any date (including the initial Advance), is subject to the satisfaction of the following conditions precedent as
of the date such Advance is made:


 


(a)          Representations and Warranties. Each of the representations and warranties made
by any Borrower in or pursuant to this Agreement, the Other Documents and any related agreements to which it is a party, and each
of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time
under or in connection with this Agreement, the Other Documents or any related agreement shall be true and correct in all material
respects (except to the extent any such representation or warranty expressly is qualified by materiality or “Material Adverse
Effect”, in which case such representations and warranties shall be true and correct in all respects) on and as of such date
as if made on and as of such date (except to the extent any such representation or warranty expressly relates only to any earlier
and/or specified date);


 


(b)          No Default. No Event of Default or Default shall have occurred and be continuing
on such date, or would exist after giving effect to the Advances requested to be made, on such date; provided, however that Agent,
in its sole discretion, may continue to make Advances notwithstanding the existence of an Event of Default or Default and that
any Advances so made shall not be deemed a waiver of any such Event of Default or Default; and


 


(c)          Maximum Advances. In the case of any type of Advance requested to be made, after
giving effect thereto, the aggregate amount of such type of Advance shall not exceed the maximum amount of such type of Advance
permitted under this Agreement.


 


Each
request for an Advance by any Borrower hereunder shall constitute a representation and warranty by each Borrower as of the date
of such Advance that the conditions contained in this subsection shall have been satisfied.


 


		IX.	INFORMATION AS TO BORROWERS.



 


Each
Borrower shall, or (except with respect to Section 9.11) shall cause Borrowing Agent on its behalf to, until satisfaction in full
of the Obligations (other than Hedge Liabilities and Cash Management Liabilities) and the termination of this Agreement:


 


9.1         
Disclosure of Material Matters. Promptly, but in any event, within two (2) Business
Days of learning thereof, report to Agent all matters materially affecting the value, enforceability or collectability of any portion
of the Collateral, including any Borrower’s reclamation or repossession of, or the return to any Borrower of, a material amount
of goods or claims or disputes asserted by any Customer or other obligor.



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9.2        
Schedules. Deliver to Agent on or before the fifteenth (15th) Business Day of
each month as and for the prior month (or, upon the occurrence and during the continuation of a Cash Dominion Trigger Event, more
frequently and for such periods as required by Agent) (a) accounts receivable ageings inclusive of reconciliations to the general
ledger, (b) accounts payable schedules inclusive of reconciliations to the general ledger, (c) Inventory reports and (d) a Borrowing
Base Certificate in form and substance satisfactory to Agent (which shall be calculated as of the last day of the prior month (provided
that during the existence of a Cash Dominion Trigger Event, such Borrowing Base Certificates shall be delivered weekly on or before
Tuesday of each week, calculated as of the last day of the prior week) and which, in any case, shall not be binding upon Agent
or restrictive of Agent’s rights under this Agreement). In addition, upon the occurrence and during the continuation of a Cash
Dominion Trigger Event, each Borrower will deliver to Agent at such intervals as Agent may reasonably require: (i) confirmatory
assignment schedules; (ii) copies of Customer’s invoices; (iii) evidence of shipment or delivery; and (iv) such further schedules,
documents and/or information regarding the Collateral as Agent may require including trial balances and test verifications. Upon
the occurrence and during the continuation of an Event of Default, Agent shall have the right to confirm and verify all Receivables
by any manner and through any medium it considers advisable and do whatever it may deem reasonably necessary to protect its interests
hereunder; provided that Agent shall endeavor to inform Borrower prior to any such confirmation or verification; provided,
further, that the failure of Agent to so inform Borrower shall not give rise to any liability on the part of Agent. The
items to be provided under this Section 9.2 are to be in form satisfactory to Agent and executed by each Borrower and delivered
to Agent from time to time solely for Agent’s convenience in maintaining records of the Collateral, and any Borrower’s failure
to deliver any of such items to Agent shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the Collateral.
Unless otherwise agreed to by Agent, the items to be provided under this Section 9.2 shall be delivered to Agent by the specific
method of Approved Electronic Communication designated by Agent.


 


9.3          Environmental
Reports.




 


(a)         
Promptly following request by the Agent, furnish Agent with a certificate signed by
the President, Chief Executive Officer, Chief Financial Officer, Treasurer or Controller of Borrowing Agent stating, to the best
of his knowledge, that each Borrower is in compliance in all material respects with all applicable Environmental Laws (or, to the
extent any Borrower is not in compliance with the foregoing laws, the certificate shall set forth with specificity all areas of
non-compliance and the proposed action such Borrower will implement in order to achieve full compliance).


 


(b)          In
the event any Borrower obtains, gives or receives notice of any Release or threat of Release of a reportable quantity of any
Hazardous Materials at the Real Property (any such event being hereinafter referred to as a “Hazardous
Discharge”) or receives any notice of violation, request for information or notification that it is potentially
responsible for investigation or cleanup of environmental conditions at the Real Property, demand letter or complaint, order,
citation, or other written notice with regard to any Hazardous Discharge or violation of Environmental Laws affecting the
Real Property or any Borrower’s interest therein or the operations or the business (any of the foregoing is referred to
herein as an “Environmental Complaint”) from any Person, including any Governmental Body, then
Borrowing Agent shall, within five (5) Business Days, give written notice of same to Agent detailing facts and circumstances
of which any Borrower is aware giving rise to the Hazardous Discharge or Environmental Complaint. Such information is to be
provided to allow Agent to protect its security interest in and Lien on the Collateral and is not intended to create nor
shall it create any obligation upon Agent or any Lender with respect thereto.



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(c)         
Borrowing Agent shall promptly forward to Agent copies of any request for information,
notification of potential liability, demand letter relating to potential responsibility with respect to the investigation or cleanup
of Hazardous Materials at any other site owned, operated or used by any Borrower to manage of Hazardous Materials and shall continue
to forward copies of correspondence between any Borrower and the Governmental Body regarding such claims to Agent until the claim
is settled. Borrowing Agent shall promptly forward to Agent copies of all documents and reports concerning a Hazardous Discharge
or Environmental Complaint at the Real Property, operations or business that any Borrower is required to file under any Environmental
Laws. Such information is to be provided solely to allow Agent to protect Agent’s security interest in and Lien on the Collateral.


 


9.4        
Litigation. Promptly notify Agent in writing of (a) any claim, litigation, suit
or administrative proceeding affecting any Borrower, or any Guarantor, whether or not the claim is covered by insurance, and of
any litigation, suit or administrative proceeding, which in any such case affects the Collateral or which could reasonably be expected
to have a Material Adverse Effect and (b) any material development in the Patent Litigation.


 


9.5         Material
Occurrences. Promptly, but in any event, within three (3) Business Day, notify Agent in writing upon the occurrence of:
(a) any Event of Default or Default; (b) any event of default under (i) the New Second
Priority Notes Documents or (ii) under any
other Junior Priority Debt Documents evidencing Junior Priority Debt in an aggregated principal amount exceeding $10,000,000;
(c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under (i)
the New Second
Priority Notes Documents or (ii) under any
other Junior Priority Debt Documents evidencing Junior Priority Debt in an aggregate principal amount exceeding $10,000,000;
(d) any event, development or circumstance whereby it is determined that any financial statements or other reports furnished
to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial
condition or operating results of any Borrower as of the date of such statements; (e) any accumulated retirement plan funding
deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the
Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any
Borrower which might result in the acceleration of the maturity of any Material Indebtedness, including the names and
addresses of the holders of such Material Indebtedness with respect to which there is a default existing or with respect to
which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (g) any other development in
the business or affairs of any Borrower or any Guarantor, which could reasonably be expected to have a Material Adverse
Effect; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto. For
purposes of clause (d) of this Section 9.5, it is acknowledged by the parties hereto that a determination to restate or amend
any financial statement or other report under GAAP or any other applicable rules or guidelines (including any rule or
guideline promulgated by the SEC) shall not, in and of itself, constitute conclusive evidence that such financial statement
or other report is inaccurate in any material respect for purposes of this Agreement or any Other AgreementDocument;
provided that Borrowing Agent shall, in any event, give Agent notice of any such restatement or amendment in accordance with
this Section 9.5.



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9.6         
Government Receivables. Notify Agent promptly if, at any time, the aggregate
amount of its Receivables arising out of contracts between any Borrower and the United States, any state, or any department, agency
or instrumentality of any of them exceeds $1,000,000.


 


9.7         
Annual Financial Statements. Furnish Agent and Lenders within one hundred twenty
(120) days after the end of each fiscal year of Borrowers, financial statements of Borrowers on a consolidating and consolidated
basis including, but not limited to, statements of income and stockholders’ equity and cash flow from the beginning of the current
fiscal year to the end of such fiscal year and the balance sheet as at the end of such fiscal year, all prepared in accordance
with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification
(other than going concern qualifications with respect to the maturity of the Revolving Commitments within twelve (12) months of
the delivery of such financial statements) by an independent certified public accounting firm selected by Borrowers and satisfactory
to Agent; provided that (i) to
the extent that Borrowing Agent shall have delivered to Agent an Annual Report on Form 10-K (or notice that an Annual Report on
Form 10-K has been filed with the SEC), such delivery shall be deemed to satisfy the foregoing requirements of this Section 9.7,
and (ii) no Event of Default shall be deemed to have occurred in connection with the filing of Geophysical’s 2020 Form 10-K
in February 2021. In addition, the reports shall be accompanied by a Compliance Certificate.


 


9.8         
Quarterly Financial Statements. Furnish Agent and Lenders within forty-five (45)
days after the end of each fiscal quarter, an unaudited balance sheet of Borrowers on a consolidated and consolidating basis and
unaudited statements of income and stockholders’ equity and cash flow of Borrowers on a consolidated and consolidating basis reflecting
results of operations from the beginning of the fiscal year to the end of such quarter and for such quarter, prepared on a basis
consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments
that individually and in the aggregate are not material to Borrowers’ business operations and setting forth in comparative form
the respective financial statements for the corresponding date and period in the previous fiscal year; provided that to
the extent that Borrowing Agent shall have delivered to Agent a Quarterly Report on Form 10-Q (or notice that a Quarterly Report
on Form 10-Q has been filed with the SEC), such delivery shall be deemed to satisfy the foregoing requirements of this Section
9.8. The reports shall be accompanied by a Compliance Certificate, which shall include the Leverage Ratio for the trailing four
quarter period ending on the last day of such fiscal quarter.


 


9.9        
Royalty Obligation Reports. Furnish Agent within fifteen (15) Business Days after
the end of each month (or more frequently as reasonably required by Agent) a royalty obligation report for such month in form and
content satisfactory to Agent.


 


9.10        Other
Reports. Furnish Agent as soon as available, but in any event within ten (10) days after the issuance thereof, (a) with copies
of all notices, financial statements, reports and other materials as each Borrower shall send to the SEC (or notice that any of
the foregoing has been filed with the SEC) and (b) copies of all notices, reports, financial statements and other materials sent
pursuant to (i) the Second Priority2016 Notes Documents, (ii)
the New Second Priority Notes Documents or (ii)
underiii) any other Junior Priority Debt Documents
evidencing Junior Priority Debt in an aggregate principal amount exceeding $10,000,000.



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9.11        Additional Information. Furnish Agent with such additional information as Agent
shall reasonably request in order to enable Agent to determine whether the terms, covenants, provisions and conditions of this
Agreement and the Notes have been complied with by Borrowers including, without the necessity of any request by Agent, (a) copies
of all environmental audits and reviews, (b) at least ten (10) days prior thereto, notice of any Borrower’s opening of any new
office or place of business or any Borrower’s closing of any existing office or place of business, and (c) promptly upon any Borrower’s
learning thereof, notice of any material labor dispute to which any Borrower may become a party, any strikes or walkouts relating
to any of its plants or other facilities, and the expiration of any labor contract to which any Borrower is a party or by which
any Borrower is bound.


 


9.12        Projected Operating Budget. Furnish Agent and Lenders, no later than sixty (60)
days after the beginning of each Borrower’s fiscal years commencing with fiscal year 2015, a month by month projected operating
budget and cash flow of Borrowers on a consolidated and consolidating basis for such fiscal year (including an income statement
for each month and a balance sheet as at the end of the last month in each fiscal quarter), such projections to be accompanied
by a certificate signed by the President, Chief Executive Officer, Chief Financial Officer, Treasurer or Controller of each Borrower
to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets
and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which
such projections were prepared.


 


9.13        [Reserved].




 


9.14        Notice of Suits, Adverse Events. Furnish Agent with prompt written notice of
(i) any lapse or other termination of any Consent issued to any Borrower by any Governmental Body or any other Person which lapse
or termination could reasonably be expected to have a Material Adverse Effect, (ii) any refusal by any Governmental Body or any
other Person to renew or extend any such Consent which refusal could reasonably be expected to have a Material Adverse Effect;
and (iii) copies of any periodic or special reports filed by any Borrower or any Guarantor with any Governmental Body or Person,
if such reports indicate any material change in the business, operations, affairs or condition of any Borrower or any Guarantor,
or if copies thereof are requested by Lender, and (iv) copies of any material notices and other communications from any Governmental
Body or Person which specifically relate to any Borrower or any Guarantor.


 


9.15        ERISA
Notices and Requests. Furnish Agent with prompt written notice in the event that (i) any Borrower or any member of its Controlled
Group has established or become obligated to contribute to a Pension Benefit Plan or become obligated to contribute to a Multiemployer
Plan, or (ii) any Borrower or any member of
the Controlled Group knows or has reason to know that a Termination Event has occurred, together with a written statement describing
such Termination Event and the action, if any, which such Borrower or any member of the Controlled Group has taken, is taking,
or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department
of Labor or PBGC with respect thereto, (iii) a funding waiver request has been filed with
respect to any Plan together with all communications received by any Borrower or any member of the Controlled Group with respect
to such request, (iv) any increase in the benefits of any existing Plan or the establishment of any new Plan or the commencement
of contributions to any Plan to which any Borrower or any member of the Controlled Group was not previously contributing shall
occur, (v) any Borrower or any member of the Controlled Group shall receive from the PBGC a notice of intention to terminate a
Plan or to have a trustee appointed to administer a Plan, together with copies of each such notice, (vi) any Borrower or any member
of the Controlled Group shall receive any favorable or unfavorable determination letter from the Internal Revenue Service regarding
the qualification of a Plan under Section 401(a) of the Code, together with copies of each such letter; (vii) any Borrower or
any member of the Controlled Group shall receive a notice regarding the imposition of withdrawal liability, together with copies
of each such notice; (viii) any Borrower or any member of the Controlled Group shall fail to make a required installment or any
other required payment under the Code or ERISA on or before the due date for such installment or payment; or (ix) any Borrower
or any member of the Controlled Group knows that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor
of a Multiemployer Plan intends to terminate a Multiemployer Plan, (c) the PBGC has instituted or will institute proceedings under
Section 4042 of ERISA to terminate a Multiemployer Plan or (d) a Multiemployer Plan is subject to Section 432 of the Code or Section
305 of ERISA.



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9.16        Additional Documents. Execute and deliver to Agent, upon request, such documents
and agreements as Agent may, from time to time, reasonably request to carry out the purposes, terms or conditions of this Agreement.


 


9.17        Updates to Certain Schedules. Deliver to Agent promptly as shall be required
to maintain the related representations and warranties as true and correct, updates to Schedules 4.4 (Locations of Equipment and
Inventory), 5.2 (States of Qualification and Good Standing; Subsidiaries), 5.9 (Intellectual Property, 5.24 (Equity Interests),
5.25 (Commercial Tort Claims), and 5.26 (Letter-of-Credit Rights); provided that absent the occurrence and continuance of
any Event of Default, Borrowers shall only be required to provide such updates on a quarterly basis in connection with delivery
of a Compliance Certificate with respect to the applicable fiscal quarter. Any such updated Schedules delivered by Borrowers to
Agent in accordance with this Section 9.17 shall automatically and immediately be deemed to amend and restate the prior version
of such Schedule previously delivered to Agent and attached to and made part of this Agreement.


 


9.18        Financial
Disclosure. Each Borrower hereby irrevocably authorizes and directs all accountants and auditors employed by such
Borrower at any time during the Term to exhibit and deliver to Agent and each Lender copies of any of such Borrower’s
financial statements, trial balances or other accounting records of any sort in the accountant’s or auditor’s possession, and
to disclose to Agent and each Lender any information such accountants may have concerning such Borrower’s financial status
and business operations. Each Borrower hereby authorizes all Governmental Bodies to furnish to Agent and each Lender copies
of reports or examinations relating to such Borrower, whether made by such Borrower or otherwise; however, Agent and each
Lender will attempt to obtain such information or materials directly from such Borrower prior to obtaining such information
or materials from such accountants or Governmental Bodies.



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		X.	EVENTS OF DEFAULT.



 


The occurrence of any one
or more of the following events shall constitute an “Event of Default”:


 


10.1        Nonpayment. Failure by any Borrower to pay (a) any principal on the Advances
when due (including without limitation pursuant to Section 2.9), or (b) any interest, other fee, charge, amount or liability provided
for herein or in any Other Document, within three (3) Business Days following the due date thereof, in each case whether at maturity,
by reason of acceleration pursuant to the terms of this Agreement, by notice of intention to prepay or by required prepayment;


 


10.2        Breach of Representation. Any representation or warranty made or deemed made
by any Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document
or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been incorrect or
misleading in any material respect on the date when made or deemed to have been made;


 


10.3        Financial Information. Failure by any Borrower to (i) furnish financial information
required to be delivered pursuant to Article IX (other than Sections 9.9, 9.10, 9.11 or 9.12) when due, or (ii) permit the inspection
of its books or records or access to its premises for field examinations, audits and appraisals in accordance with the terms hereof;


 


10.4        Judicial Actions. Issuance of a notice of Lien, levy, assessment, injunction
or attachment (a) against any Borrower’s Inventory or Receivables or (b) against a material portion of any Borrower’s other property,
such Lien, levy, assessment, injunction or attachment shall remain undischarged for a period of thirty (30) consecutive days during
which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, shall not be in effect;


 


10.5        Noncompliance. Except as otherwise provided for in Sections 10.1, 10.3 and 10.5(ii),
(i) failure or neglect of any Borrower, any Guarantor or any Person to perform, keep or observe any term, provision, condition,
covenant contained in Sections 4.6, 4.7, 6.2 or 6.5 or Articles VII or IX, (ii) failure or neglect of any Borrower to the furnish
financial information required under Sections 9.9, 9.10, 9.11 or 9.12 when due, which is not cured within ten (10) days from the
occurrence of such failure or neglect, or (iii) failure or neglect of any Borrower to perform, keep or observe any other term,
provision, condition or covenant, contained herein, or contained in any Other Document or any other agreement or arrangement, now
or hereafter entered into between any Borrower, any Guarantor or such Person, and Agent or any Lender which is not cured within
thirty (30) days from any Borrower having become aware of the occurrence of such failure or neglect;


 


10.6        Judgments.
Any (a) judgment or judgments, writ(s), order(s) or decree(s) for the payment of money are rendered against any Borrower or
any Guarantor for an aggregate amount (exclusive of amounts fully covered by valid and collectible independent third-party
insurance in respect thereof) in excess of $20,000,000 and (b) (i) such judgment shall remain undischarged for a period of
forty-five (45) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or
otherwise, shall not be in effect, or (ii) any Liens arising by virtue of the rendition, entry or issuance of such judgment
upon assets or properties of any Borrower or any Guarantor shall be senior to any Liens in favor of Agent on such assets or
properties;



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10.7        Bankruptcy.
Any Borrower or any Guarantor shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a
receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii)
admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present
business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal
bankruptcy or receivership laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent (including by entry
of any order for relief in any involuntary bankruptcy or insolvency proceeding commenced against it), (vi) file a petition seeking
to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, within
forty-five (45) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action
for the purpose of effecting any of the foregoing; provided,
however, that no Event of Default shall be deemed to have occurred in connection with the filing of Geophysical’s 2020 Form
10-K in February 2021;


 


10.8        [Reserved];




 


10.9        Lien Priority. Any Lien created hereunder or provided for hereby or under any
related agreement for any reason ceases to be or is not a valid and perfected Lien having a first priority interest (subject only
to Permitted Encumbrances that have priority as a matter of Applicable Law), except as otherwise permitted in accordance with this
Agreement or any Other Document;


 


10.10      New
Second Priority Notes Default; Junior Priority Debt Default.
An event of default has occurred under the New
Second Priority Notes Documents or any other Junior Priority Debt Document,
which default shall not have been cured or waived within any applicable grace period, or if any Person party to the New
Second Priority Intercreditor Agreement or any junior intercreditor agreement
concerning Junior Priority Debt breaches or violates, or attempts to terminate or challenge the validity of, the New
Second Priority Intercreditor Agreement or such junior intercreditor agreement;


 


10.11      Cross
Default. Any specified “event of default” under any Indebtedness (other than the Obligations) of any
Borrower with a then-outstanding aggregate principal balance (or, in the case of any Indebtedness not so denominated, with a
then-outstanding aggregate total obligation amount) of $20,000,000 or more (“Material Indebtedness”), or
any other event or circumstance which would permit the holder of any such Material Indebtedness of any Borrower to accelerate
such Indebtedness (and/or the obligations of any Borrower thereunder) prior to the scheduled maturity or termination thereof,
shall occur (regardless of whether the holder of such Material Indebtedness shall actually accelerate, terminate or otherwise
exercise any rights or remedies with respect to such Indebtedness), provided that this Section 10.11 shall not apply
to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness;



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10.12     
Breach of Guaranty or Pledge Agreement. Termination or material breach of any
Guaranty, Guarantor Security Agreement, Pledge Agreement or similar agreement executed and delivered to Agent in connection with
the Obligations of any Borrower, or if any Guarantor or pledgor attempts to terminate, challenges the validity of, or its liability
under, any such Guaranty, Guarantor Security Agreement, Pledge Agreement or similar agreement;


 


10.13      Change
of Control. Any Change of Control shall occur;




 


10.14      Invalidity. Any material provision of this Agreement or any Other Document shall,
for any reason, cease to be valid and binding on any Borrower or any Guarantor, or any Borrower or any Guarantor shall so claim
in writing to Agent or any Lender or any Borrower challenges the validity of or its liability under this Agreement or any Other
Document;


 


10.15      Seizures.
Any (a) portion of the Collateral having an aggregate value in excess of $1,000,000 shall be seized, subject to garnishment
or taken by a Governmental Body, or any Borrower or any Guarantor, or (b) the title and rights of any Borrower, any Guarantor
or any Original Owner which is the owner of any material portion of the Collateral shall have become the subject matter of
claim, litigation, suit, garnishment or other proceeding which might, in the opinion of Agent, upon final determination,
result in impairment or loss of the security provided by this Agreement or the Other Documents;


 


10.16      [Reserved];




 


10.17      Pension Plans. A Termination Event shall have occurred that, in the reasonable
judgment of Agent, when taken together with all other Termination Events that have occurred (if any), could reasonably be expected
to result in a Material Adverse Effect;


 


10.18      Anti-Money Laundering/International Trade Law Compliance. Any representation
or warranty contained in Section 16.18 is or becomes false or misleading at any time.


 


		XI.	LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT.



 


11.1        Rights
and Remedies.




 


(a)          Upon
the occurrence of: (i) an Event of Default pursuant to Section 10.7 (other than Section 10.7(vii)), all Obligations (other
than Hedge Liabilities and Cash Management Liabilities) shall be immediately due and payable and this Agreement and the
obligation of Lenders to make Advances shall be deemed terminated, (ii) any of the other Events of Default and at any time
thereafter, at the option of Agent or at the direction of Required Lenders all Obligations (other than Hedge Liabilities and
Cash Management Liabilities) shall be immediately due and payable and Agent or Required Lenders shall have the right to
terminate this Agreement and to terminate the obligation of Lenders to make Advances; and (iii) without limiting Section 8.2
hereof, any Default under Section 10.7(vii) hereof, the obligation of Lenders to make Advances hereunder shall be suspended
until such time as such involuntary petition shall be dismissed. Upon the occurrence of any Event of Default and while such
Event of Default is continuing, Agent shall have the right to exercise any and all rights and remedies provided for
herein, under the Other Documents, under the Uniform Commercial Code and at law or equity generally, including the right to
foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or
to take possession of and sell any or all of the Collateral with or without judicial process. Upon the occurrence of any
Event of Default and while such Event of Default is continuing, Agent may enter any of any Borrower’s premises or other
premises without legal process and without incurring liability to any Borrower therefor, and Agent may thereupon, or at any
time thereafter, in its discretion without notice or demand, take the Collateral and remove the same to such place as Agent
may deem advisable and Agent may require Borrowers to make the Collateral available to Agent at a convenient place. Upon the
occurrence of any Event of Default, with or without having the Collateral at the time or place of sale, Agent may sell the
Collateral, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or
prices, and upon such terms, either for cash, credit or future delivery, as Agent may elect. Except as to that part of the
Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized
market, Agent shall give Borrowers reasonable notification of such sale or sales, it being agreed that in all events written
notice mailed to Borrowing Agent at least ten (10) days prior to such sale or sales is reasonable notification. At any public
sale Agent or any Lender may bid (including credit bid) for and become the purchaser, and Agent, any Lender or any other
purchaser at any such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever
kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by
each Borrower. In connection with the exercise of the foregoing remedies, including the sale of Inventory, Agent is granted a
perpetual nonrevocable, royalty free, nonexclusive license and Agent is granted permission to use all of each Borrower’s (a)
Intellectual Property which is used or useful in connection with Inventory for the purpose of marketing, advertising for sale
and selling or otherwise disposing of such Inventory and (b) equipment for the purpose of completing the manufacture of
unfinished goods. The cash proceeds realized from the sale of any Collateral shall be applied to the Obligations in the
order set forth in Section 11.5 hereof. Noncash proceeds will only be applied to the Obligations as they are converted into
cash. If any deficiency shall arise, Borrowers shall remain liable to Agent and Lenders therefor.



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(b)          To
the extent that Applicable Law imposes duties on Agent to exercise remedies in a commercially reasonable manner, each
Borrower acknowledges and agrees that it is not commercially unreasonable for Agent: (i) to fail to incur expenses reasonably
deemed significant by Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process
into finished goods or other finished products for disposition; (ii) to fail to obtain third party consents for access to
Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party
consents for the collection or disposition of Collateral to be collected or disposed of; (iii) to fail to exercise collection
remedies against Customers or other Persons obligated on Collateral or to remove Liens on or any adverse claims
against Collateral; (iv) to exercise collection remedies against Customers and other Persons obligated on Collateral directly
or through the use of collection agencies and other collection specialists; (v) to advertise dispositions of Collateral
through publications or media of general circulation, whether or not the Collateral is of a specialized nature; (vi) to
contact other Persons, whether or not in the same business as any Borrower, for expressions of interest in acquiring all or
any portion of such Collateral; (vii) to hire one or more professional auctioneers to assist in the disposition of
Collateral, whether or not the Collateral is of a specialized nature; (viii) to dispose of Collateral by utilizing internet
sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of
doing so, or that match buyers and sellers of assets; (ix) to dispose of assets in wholesale rather than retail markets; (x)
to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit
enhancements to insure Agent against risks of loss, collection or disposition of Collateral or to provide to Agent a
guaranteed return from the collection or disposition of Collateral; or (xii) to the extent deemed appropriate by the Agent,
to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the
collection or disposition of any of the Collateral. Each Borrower acknowledges that the purpose of this Section 11.1(b) is to
provide non-exhaustive indications of what actions or omissions by Agent would not be commercially unreasonable in Agent’s
exercise of remedies against the Collateral and that other actions or omissions by Agent shall not be deemed
commercially unreasonable solely on account of not being indicated in this Section 11.1(b). Without limitation upon the
foregoing, nothing contained in this Section 11.1(b) shall be construed to grant any rights to any Borrower or to impose any
duties on Agent that would not have been granted or imposed by this Agreement or by Applicable Law in the absence of this
Section 11.1(b), and in no event shall Collateral supporting the GX Mexico Obligations or any property or assets of GX Mexico
be used in any matter to satisfy the Obligations of any U.S. Borrower (and nothing in this Article XIV shall be construed to
permit such use).



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11.2        Agent’s Discretion. Agent shall have the right in its sole discretion to determine
which rights, Liens, security interests or remedies Agent may at any time pursue, relinquish, subordinate, or modify, which procedures,
timing and methodologies to employ, and what any other action to take with respect to any or all of the Collateral and in what
order, thereto and such determination will not in any way modify or affect any of Agent’s or Lenders’ rights hereunder as against
Borrowers or each other; provided that the Agent shall not have any right to take any action that would permit the Collateral
supporting the GX Mexico Obligations to be used to satisfy the Obligations of any U.S. Borrower.


 


11.3        Setoff. Subject to Section 14.13, in addition to any other rights which Agent
or any Lender may have under Applicable Law, upon the occurrence and during the continuance of an Event of Default hereunder, Agent
and such Lender shall have a right, immediately and without notice of any kind, to apply any U.S. Borrower’s, property held
by Agent and such Lender or any of their Affiliates to reduce the Obligations of GX Mexico; provided that no Collateral supporting
the GX Mexico Obligations or any assets or property of GX Mexico shall be used to satisfy the Obligations of any U.S. Borrower.


 


11.4        Rights and Remedies not Exclusive. The enumeration of the foregoing rights and
remedies is not intended to be exhaustive and the exercise of any rights or remedy shall not preclude the exercise of any other
right or remedies provided for herein or otherwise provided by law, all of which shall be cumulative and not alternative.


 



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11.5        Allocation
of Payments After Event of Default. Notwithstanding any other provisions of this Agreement to the contrary, after the
occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent on account of the
Obligations (including without limitation any amounts on account of any of Cash Management Liabilities or Hedge Liabilities)
or in respect of the Collateral shall be paid over or delivered as follows:


 


FIRST,
to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of Agent in connection
with enforcing its rights and the rights of Lenders under this Agreement and the Other Documents, and any Out-of-Formula Loans
and Protective Advances funded by Agent with respect to the Collateral under or pursuant to the terms of this Agreement;


 


SECOND, to payment of any fees owed to Agent;


 


THIRD,
to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Lenders
to the extent owing to such Lender pursuant to the terms of this Agreement;


 


FOURTH,
to the payment of all of the Obligations consisting of accrued interest on account of the Swing Loans;


 


FIFTH,
to the payment of the outstanding principal amount of the Obligations consisting of Swing Loans;


 


SIXTH,
to the payment of all Obligations arising under this Agreement and the Other Documents consisting of accrued fees and interest
(other than interest in respect of Swing Loans paid pursuant to clause FOURTH above);


 


SEVENTH,
to the payment of the outstanding principal amount of the Obligations (other than principal in respect of Swing Loans paid pursuant
to clause FIFTH above) arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities) (including the
payment or cash collateralization of any outstanding Letters of Credit in accordance with Section 3.2(b) hereof);


 


EIGHTH,
to all other Obligations arising under this Agreement (other than Cash Management Liabilities and Hedge Liabilities) which shall
have become due and payable (hereunder, under the Other Documents or otherwise) and not repaid pursuant to clauses “FIRST”
through “SEVENTH” above;


 


NINTH,
to any Cash Management Liabilities and Hedge Liabilities which shall have become due and payable or otherwise and not repaid pursuant
to Clauses “FIRST” through “EIGHTH” above;


 


TENTH,
to all other Obligations which shall have become due and payable and not repaid pursuant to clauses “FIRST” through
 “NINTH”; and


 


ELEVENTH,
to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus



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provided
that, for the avoidance of doubt, no Collateral supporting the GX Mexico Obligations or any assets or property of GX Mexico shall
be used to satisfy the Obligations of any U.S. Borrower.


 


In
carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application
to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal
to its pro rata share (based on the proportion that the then outstanding Advances, Cash Management Liabilities and Hedge Liabilities
held by such Lender bears to the aggregate then outstanding Advances, Cash Management Liabilities and Hedge Liabilities) of amounts
available to be applied pursuant to clauses “SIXTH”, “SEVENTH”, “EIGHTH” and “TENTH”
above; and, with respect to clause “NINTH” above, an amount equal to its pro rata share (based on the proportion that
the then outstanding Cash Management Liabilities and Hedge Liabilities held by such Lender bears to the aggregate then outstanding
Cash Management Liabilities and Hedge Liabilities; and (iii) notwithstanding anything to the contrary in this Section 11.5, no
Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty
(including sums received as a result of the exercise of remedies with respect to such Guaranty) or from the proceeds of such Non-Qualifying
Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that
to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other
Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation
to Obligations otherwise set forth above in this Section 11.5; and (iv) to the extent that any amounts available for distribution
pursuant to clause “SEVENTH” above are attributable to the issued but undrawn amount of outstanding Letters of Credit,
such amounts shall be held by Agent as cash collateral for the Letters of Credit pursuant to Section 3.2(b) hereof and applied
(A) first, to reimburse Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration
of all Letters of Credit, to all other obligations of the types described in clauses “SEVENTH,” “EIGHTH”,
 “NINTH”, and “TENTH” above in the manner provided in this Section 11.5. Notwithstanding the foregoing,
the assets of GX Mexico shall only be applied to pay down the GX Mexico Obligations.


 


		XII.	WAIVERS AND JUDICIAL PROCEEDINGS.



 


12.1   
Waiver of Notice. Each Borrower hereby waives notice of non-payment of any of
the Receivables, demand, presentment, protest and notice thereof with respect to any and all instruments, notice of acceptance
hereof, notice of loans or advances made, credit extended, Collateral received or delivered, or any other action taken in reliance
hereon, and all other demands and notices of any description, except such as are expressly provided for herein.


 


12.2   
Delay. No delay or omission on Agent’s or any Lender’s part in exercising any
right, remedy or option shall operate as a waiver of such or any other right, remedy or option or of any Default or Event of Default.


 


12.3    Jury
Waiver. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, COUNTERCLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, ANY OTHER DOCUMENT OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY
CONSENTS THAT ANY SUCH CLAIM, COUNTERCLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY,
AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.




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		XIII.	EFFECTIVE DATE AND TERMINATION.



 


13.1   
Term. This Agreement, which shall inure to the benefit of and
shall be binding upon the respective successors and permitted assigns of each Borrower, Agent and each Lender, shall become effective
on the date hereof and shall continue in full force and effect until the Scheduled Maturity Date, provided that this Agreement
shall terminate on September 15, 2021 in the event that neither of the
following conditions has been satisfied on or prior to that date: (i) the maturity date of the Second Priority Notes
is extended to a date not earlier than October 31, 2023, (ii) the Second Priority Notes have been retired, or (iii) an Acceptable
Second Priority Note Plan (as hereinafter defined) has been submitted by the
Borrowers do not have sufficient unencumbered
cash on-hand  to  cause the Agent and
accepted by the Agent in its Permitted Discretion. If an Acceptable Second Priority Note Plan has been accepted by the
Agent then this Agreement shall terminate on October 31, 2021 if and only if neither clauses (i) or (ii) have been satisfied prior
to such date. As used herein, (i) “Term” shall mean the termination date of this Agreement as provided
in this Section 13.1 and (ii) “Acceptable Second Priority Note Plan” shall mean a
written proposal submitted by the Borrowers to the Agent summarizing a plan to obtain the extension of the maturity date
and/or refinancing of the Second Priorityindefeasible
payment in full of the 2016 Notes,
as contemplated by on such
clauses (i) or (ii), identifying in reasonable detail how the
plan will be executed and indicating a probability of success, in the Borrowers’ reasonable judgment. In each case,
unless sooner terminated as herein provideddate
without using proceeds of Revolving Advances. Borrowers
may terminate this Agreement at any time upon ten (10) days prior written notice to Agent upon payment in full of the Obligations
(other than Hedge Liabilities and Cash Management Liabilities) (provided that any such notice of termination may state that such
notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by such Borrower
(by notice to Agent on or prior to the specified effective date) if such condition is not satisfied).


 


13.2    Termination.
The termination of the Agreement shall not affect Agent’s or any Lender’s rights, or any of the Obligations having their
inception prior to the effective date of such termination or any Obligations which pursuant to the terms hereof continue to
accrue after such date, and the provisions hereof shall continue to be fully operative until all transactions entered into,
rights or interests created and Obligations (other than contingent Obligations not then due and payable) have been fully and
paid, disposed of, concluded or liquidated. The security interests, Liens and rights granted to Agent and Lenders hereunder
and the financing statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this
Agreement or the fact that Borrowers’ Account may from time to time be temporarily in a zero or credit position, until all of
the Obligations (other than Hedge Liabilities and Cash Management Liabilities) of each Borrower have been paid and performed
in full after the termination of this Agreement or each Loan Party has furnished Agent and Lenders with an
indemnification satisfactory to Agent and Lenders with respect thereto. Accordingly, each Loan Party waives any rights which
it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral,
and Agent shall not be required to send such termination statements to each Loan Party, or to file them with any filing
office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations (other
than Hedge Liabilities and Cash Management Liabilities) have been paid in full in immediately available funds. All
representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until all
Obligations (other than Hedge Liabilities and Cash Management Liabilities) are paid and performed in full.




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		XIV.	REGARDING AGENT.



 


14.1    Appointment.
Each Lender hereby designates PNC to act as Agent for such Lender under this Agreement and the Other Documents. Each Lender
hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and the Other
Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or
required of Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto and Agent shall
hold all Collateral, payments of principal and interest, fees (except the fees set forth in Sections 2.8(b), 3.3(a) and 3.4
and the Fee Letter), charges and collections received pursuant to this Agreement, for the ratable benefit of Lenders. Agent
may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for
by this Agreement (including collection of the Note) Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from
acting) upon the instructions of Required Lenders, and such instructions shall be binding; provided, however,
that Agent shall not be required to take any action which, in Agent’s discretion, exposes Agent to liability or which is
contrary to this Agreement or the Other Documents or Applicable Law unless Agent is furnished with an indemnification
reasonably satisfactory to Agent with respect thereto.


 


14.2    Nature
of Duties. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the
Other Documents. Neither Agent nor any of its officers, directors, employees or agents shall be (i) liable for any action
taken or omitted by them as such hereunder or in connection herewith, unless caused by their gross (not mere) negligence or
willful misconduct (as determined by a court of competent jurisdiction in a final nonappealable judgment), or (ii)
responsible in any manner for any recitals, statements, representations or warranties made by any Borrower or any officer
thereof contained in this Agreement, or in any of the Other Documents or in any certificate, report, statement or other
document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any of the Other
Documents or for the value, validity, effectiveness, genuineness, due execution, enforceability or sufficiency of this
Agreement, or any of the Other Documents or for any failure of any Borrower to perform its obligations hereunder. Agent shall
not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any of the Other Documents, or to inspect the properties, books
or records of any Borrower. The duties of Agent as respects the Advances to Borrowers shall be mechanical and administrative
in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in
this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in
respect of this Agreement or the transactions described herein except as expressly set forth herein.




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14.3   
Lack of Reliance on Agent. Independently and without reliance upon Agent or any
other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition
and affairs of each Borrower and each Guarantor in connection with the making and the continuance of the Advances hereunder and
the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of each Borrower
and each Guarantor. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender
with any credit or other information with respect thereto, whether coming into its possession before making of the Advances or
at any time or times thereafter except as shall be provided by any Borrower pursuant to the terms hereof. Agent shall not be responsible
to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate
or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectability
or sufficiency of this Agreement or any Other Document, or of the financial condition of any Borrower or any Guarantor, or be required
to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement,
the Note, the Other Documents or the financial condition or prospects of any Borrower, or the existence of any Event of Default
or any Default.


 


14.4   
Resignation of Agent; Successor Agent. Agent may resign on sixty (60) days written
notice to each Lender and Borrowing Agent and upon such resignation, Required Lenders will promptly designate a successor Agent
reasonably satisfactory to Borrowers (provided that no such approval by Borrowers shall be required (i) in any case where the
successor Agent is one of the Lenders or (ii) after the occurrence and during the continuance of any Event of Default). Any such
successor Agent shall succeed to the rights, powers and duties of Agent, and shall in particular succeed to all of Agent’s right,
title and interest in and to all of the Liens in the Collateral securing the Obligations created hereunder or any Other Document
(including the Pledge Agreement and all account control agreements), and the term “Agent” shall mean such successor
agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any
other or further act or deed on the part of such former Agent. However, notwithstanding the foregoing, if at the time of the effectiveness
of the new Agent’s appointment, any further actions need to be taken in order to provide for the legally binding and valid transfer
of any Liens in the Collateral from former Agent to new Agent and/or for the perfection of any Liens in the Collateral as held
by new Agent or it is otherwise not then possible for new Agent to become the holder of a fully valid, enforceable and perfected
Lien as to any of the Collateral, former Agent shall continue to hold such Liens solely as agent for perfection of such Liens
on behalf of new Agent until such time as new Agent can obtain a fully valid, enforceable and perfected Lien on all Collateral,
provided that Agent shall not be required to or have any liability or responsibility to take any further actions after
such date as such agent for perfection to continue the perfection of any such Liens (other than to forego from taking any affirmative
action to release any such Liens). After any Agent’s resignation as Agent, the provisions of this Article XIV, and any indemnification
rights under this Agreement, including rights arising under Section 16.5 hereof, shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement (and in the event resigning Agent continues to hold
any Liens pursuant to the provisions of the immediately preceding sentence, the provisions of this Article XIV and any indemnification
rights under this Agreement, including rights arising under Section 16.5 hereof, shall inure to its benefit as to any actions
taken or omitted to be taken by it in connection with such Liens).




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14.5   
Certain Rights of Agent. If Agent shall request instructions from Lenders with
respect to any act or action (including failure to act) in connection with this Agreement or any Other Document, Agent shall be
entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from Required Lenders;
and Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, Lenders shall not
have any right of action whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with
the instructions of Required Lenders.


 


14.6   
Reliance. Agent shall be entitled to rely, and shall be fully protected in relying,
upon any note, writing, resolution, notice, statement, certificate, email, facsimile, telex, teletype or telecopier message, cablegram,
order or other document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by
the proper person or entity, and, with respect to all legal matters pertaining to this Agreement and the Other Documents and its
duties hereunder, upon advice of counsel selected by it. Agent may employ agents and attorneys-in-fact and shall not be liable
for the default or misconduct of any such agents or attorneys-in-fact selected by Agent with reasonable care.


 


14.7   
Notice of Default. Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder or under the Other Documents, unless Agent has received notice from a Lender
or Borrowing Agent referring to this Agreement or the Other Documents, describing such Default or Event of Default and stating
that such notice is a “notice of default”. In the event that Agent receives such a notice, Agent shall give notice
thereof to Lenders. Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed
by Required Lenders; provided, that, unless and until Agent shall have received such directions, Agent may (but shall not
be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of Lenders.


 


14.8   
Indemnification. To the extent Agent is not reimbursed and indemnified by Borrowers,
each Lender will reimburse and indemnify Agent in proportion to its respective portion of the outstanding Advances and its respective
Participation Commitments in the outstanding Letters of Credit and outstanding Swing Loans (or, if no Advances are outstanding,
pro rata according to the percentage that its Revolving Commitment Amount constitutes of the total aggregate Revolving Commitment
Amounts), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing
its duties hereunder, or in any way relating to or arising out of this Agreement or any Other Document; provided that Lenders
shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from Agent’s gross (not mere) negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final non-appealable judgment).




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14.9    
Agent in its Individual Capacity. With respect to the obligation of Agent to
lend under this Agreement, the Advances made by it shall have the same rights and powers hereunder as any other Lender and as if
it were not performing the duties as Agent specified herein; and the term “Lender” or any similar term shall, unless
the context clearly otherwise indicates, include Agent in its individual capacity as a Lender. Agent may engage in business with
any Borrower as if it were not performing the duties specified herein, and may accept fees and other consideration from any Borrower
for services in connection with this Agreement or otherwise without having to account for the same to Lenders.


 


14.10  
Delivery of Documents. To the extent Agent receives financial statements required
under Sections 9.7, 9.8, 9.9, 9.12 and 9.13 or Borrowing Base Certificates from any Borrower pursuant to the terms of this Agreement
which any Borrower is not obligated to deliver to each Lender, Agent will promptly furnish such documents and information to Lenders.


 


14.11  
Borrowers’ Undertaking to Agent. Without prejudice to their respective obligations
to Lenders under the other provisions of this Agreement, each Borrower hereby undertakes with Agent to pay to Agent from time to
time all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement
to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Borrower’s obligations
to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.


 


14.12  
No Reliance on Agent’s Customer Identification Program. To the extent the Advances
or this Agreement is, or becomes, syndicated in cooperation with other Lenders, each Lender acknowledges and agrees that neither
such Lender, nor any of its Affiliates, participants or assignees, may rely on Agent to carry out such Lender’s, Affiliate’s, participant’s
or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act
or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP
Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating
to or in connection with any of Borrowers, their Affiliates or their agents, the Other Documents or the transactions hereunder
or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists,
(iv) customer notices or (v) other procedures required under the CIP Regulations or such Anti-Terrorism Laws.


 


14.13  
Other Agreements. Each of the Lenders agrees that it shall not, without the
express consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of Agent, set off
against the Obligations, any amounts owing by such Lender to any Borrower or any deposit accounts of any Borrower now or hereafter
maintained with such Lender. Anything in this Agreement to the contrary notwithstanding, each of the Lenders further agrees that
it shall not, unless specifically requested to do so by Agent, take any action to protect or enforce its rights arising out of
this Agreement or the Other Documents, it being the intent of Lenders that any such action to protect or enforce rights under
this Agreement and the Other Documents shall be taken in concert and at the direction or with the consent of Agent or Required
Lenders.



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		XV.	BORROWING AGENCY.



 


		15.1	Borrowing Agency Provisions.



 


(a)    
Each Borrower hereby irrevocably designates Borrowing Agent to be its attorney and agent
and in such capacity to (i) borrow, (ii) request advances, (iii) request the issuance of Letters of Credit, (iv) sign and endorse
notes, (v) execute and deliver all instruments, documents, applications, security agreements, reimbursement agreements and letter
of credit agreements for Letters of Credit and all other certificates, notice, writings and further assurances now or hereafter
required hereunder, (vi) make elections regarding interest rates, (vii) give instructions regarding Letters of Credit and agree
with Issuer upon any amendment, extension or renewal of any Letter of Credit and (viii) otherwise take action under and in connection
with this Agreement and the Other Documents, all on behalf of and in the name of such Borrower or Borrowers, and hereby authorizes
Agent to pay over or credit all loan proceeds hereunder in accordance with the request of Borrowing Agent.


 


(b)    
The handling of this credit facility as a co-borrowing facility with a borrowing agent
in the manner set forth in this Agreement is solely as an accommodation to Borrowers and at their request. Neither Agent nor any
Lender shall incur liability to Borrowers as a result thereof. To induce Agent and Lenders to do so and in consideration thereof,
each Borrower hereby indemnifies Agent and each Lender and holds Agent and each Lender harmless from and against any and all liabilities,
expenses, losses, damages and claims of damage or injury asserted against Agent or any Lender by any Person arising from or incurred
by reason of the handling of the financing arrangements of Borrowers as provided herein, reliance by Agent or any Lender on any
request or instruction from Borrowing Agent or any other action taken by Agent or any Lender with respect to this Section 15.1
except due to willful misconduct or gross (not mere) negligence by the indemnified party (as determined by a court of competent
jurisdiction in a final and non-appealable judgment), and except that, GX Mexico shall only be liable for the GX Mexico Obligations.


 


(c)     All
Obligations (other than Hedge Liabilities and Cash Management Liabilities) shall be joint and several (provided, that GX
Mexico shall only be liable for the GX Mexico Obligations), and each Borrower shall make payment upon the maturity of the
Obligations (other than Hedge Liabilities and Cash Management Liabilities) by acceleration or otherwise, and such obligation
and liability on the part of each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by
Agent or any Lender to any Borrower, failure of Agent or any Lender to give any Borrower notice of borrowing or any other
notice, any failure of Agent or any Lender to pursue or preserve its rights against any Borrower, the release by Agent or any
Lender of any Collateral now or thereafter acquired from any Borrower, and such agreement by each Borrower to pay upon any
notice issued pursuant thereto is unconditional and unaffected by prior recourse by Agent or any Lender to the
other Borrowers or any Collateral for such Borrower’s Obligations or the lack thereof. Each Borrower waives all suretyship
defenses.




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15.2    Waiver of Subrogation. Each Borrower expressly waives any and all rights of subrogation,
reimbursement, indemnity, exoneration, contribution of any other claim which such Borrower may now or hereafter have against the
other Borrowers or any other Person directly or contingently liable for the Obligations hereunder, or against or with respect to
any other Borrowers’ property (including any property which is Collateral for the Obligations), arising from the existence or performance
of this Agreement, until termination of this Agreement and repayment in full of the Obligations (other than Hedge Liabilities and
Cash Management Liabilities).


 


15.3    Limitation on Liability of GX Mexico. It is the intent of the parties and the
parties hereby agree that, notwithstanding any provision of this Agreement or any Other Documents, (a) GX Mexico shall not be liable
for, provide credit support with respect to, pay any costs or expenses or fees or indemnify in any way for any Obligations other
than the GX Mexico Obligations, (b) GX Mexico shall not be a Guarantor of any Obligations other than the GX Mexico Obligations,
(c) the present and future assets of GX Mexico shall not be subject to any Charges, claim or action by the Agent or the Lenders
to satisfy any Obligations other than the GX Mexico Obligations and (d) neither the Agent nor the Lenders shall have any recourse
under this Agreement or any Other Documents against GX Mexico or its assets in respect of any Obligations other than the GX Mexico
Obligations. In furtherance of the foregoing, each of the parties acknowledges and agrees that the liability of GX Mexico for the
payment and performance of its covenants, representations and warranties set forth in this Agreement and the Other Documents shall
be several from but not joint with the Obligations of the Borrowers, and the Collateral of GX Mexico shall not secure or be applied
in satisfaction, by way of payment, prepayment or otherwise, of all or any portion of the Obligations other than the GX Mexico
Obligations. All amounts paid by GX Mexico and all value derived from its assets shall be applied only to the GX Mexico Obligations.
Any references in this Agreement or in any Other Documents to specific statutes or to governmental agencies of the United States
of America, shall be, when applied to GX Mexico, deemed to include a reference to the applicable, if any, provisions or governmental
agencies of Mexico, as the case may be, if any. Any reference in a financial covenant or otherwise to any Dollar figure shall be
deemed, when applied to GX Mexico, to refer to the U.S. Dollar Equivalent of the applicable foreign currency.


 


		XVI.	MISCELLANEOUS.



 


16.1    Governing
Law. This Agreement and each Other Document (unless and except to the extent expressly provided otherwise in any such
Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under contract
law, tort law or otherwise) shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New York,
be governed by and construed in accordance with the laws of the State of New York. Any judicial proceeding brought by or
against any Borrower with respect to any of the Obligations, this Agreement, the Other Documents or any related agreement may
be brought in any court of competent jurisdiction in the State of New York, United States of America, and, by execution and
delivery of this Agreement, each Borrower accepts for itself and in connection with its properties, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment
rendered thereby in connection with this Agreement, but with respect to GX Mexico only, the Agent and Lenders shall not be
precluded from initiating any proceeding against it in the courts of the Mexico City, United Mexican States in their sole
discretion. Each Borrower hereby waives personal service of any and all process upon it and consents that all such service of
process may be made by certified or registered mail (return receipt requested) directed to Borrowing Agent at its address set
forth in Section 16.6 and service so made shall be deemed completed five (5) days after the same shall have been so deposited
in the mails of the United States of America, or, at Agent’s option, by service upon Borrowing Agent which each Borrower
irrevocably appoints as such Borrower’s agent for the purpose of accepting service within the State of New York. Nothing
herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Agent or any Lender
to bring proceedings against any Borrower in the courts of any other jurisdiction. Each Borrower waives any objection to
jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or
venue or based upon forum non conveniens. Any judicial proceeding by any Borrower against Agent or any Lender involving,
directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any
related agreement, shall be brought only in a federal or state court located in the County of New York, State of New York or,
with respect to matters involving GX Mexico and Mexican law, Mexico City, United Mexican States. GX Mexico hereby irrevocable
designates, appoints and empowers ION Geophysical Corporation, with an office on the Sixth Amendment Effective Date at 2105
CityWest Blvd., Suite 100, Houston, Texas 77042-2839, Attention: General Counsel (the “Process Agent”), in
the case of any suit, action or proceeding brought in the United States as its designee appointee and agent to receive
for and on its behalf service of any and all legal process summons notices and documents that may be served in any action or
proceeding arising out of or in connection with this Agreement or any other related document. Such service may be made by
mailing (by registered or certificate mail postage prepaid) or delivering a copy of such to GX Mexico in the care of the
Process Agent at the Process Agent’s above address and GX Mexico hereby irrevocably authorizes and directs the Process Agent
to accept such service on its behalf. As an alternative method of service GX Mexico irrevocably consents to the service of
any and all process in any such action or proceeding by the mailing (by registered certified mail postage prepaid) of copies
of such process to the Process Agent of GX Mexico at its address. GX Mexico agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdiction by suit on the judgment or in any other manner
provided by law.




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		16.2	Entire Understanding.



 


(a)         
This Agreement, the documents executed concurrently herewith and the Intercreditor
AgreementOther Documents contain the entire
understanding between each Borrower, Agent and each Lender and supersedes all prior agreements and understandings, if any, relating
to the subject matter hereof. Any promises, representations, warranties or guarantees not herein contained and hereinafter made
shall have no force and effect unless in writing, signed by each Borrower’s, Agent’s and each Lender’s respective officers. Neither
this Agreement nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled
or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing, signed by the party
to be charged in accordance with this Section 16.2. Notwithstanding the foregoing, Borrowing Agent and Agent may modify this Agreement
or any of the Other Documents for the purposes of completing missing content or correcting erroneous content of an administrative
nature, without the need for a written amendment, provided that the Agent shall send a copy of any such modification to each Lender
(which copy may be provided by electronic mail) and, if no Lender shall have objected within two Business Days after receipt of
such notice, such modification shall be deemed effective. Each Borrower acknowledges that it has been advised by counsel in connection
with the execution of this Agreement and Other Documents and is not relying upon oral representations or statements inconsistent
with the terms and provisions of this Agreement.




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(b)         
Required Lenders, Agent with the consent in writing of Required Lenders, and Borrowers
may, subject to the provisions of this Section 16.2(b), from time to time enter into written supplemental agreements to this Agreement
or the Other Documents executed by Borrowers, for the purpose of adding or deleting any provisions or otherwise changing, varying
or waiving in any manner the rights of Lenders, Agent or Borrowers thereunder or the conditions, provisions or terms thereof or
waiving any Event of Default thereunder, but only to the extent specified in such written agreements; provided, however,
that no such supplemental agreement shall:


 


(i)          increase the Revolving Commitment Percentage, or the maximum dollar amount of the Revolving
Commitment Amount of any Lender without the consent of such Lender directly affected thereby;


 


(ii)         whether or not any Advances are outstanding, extend the Term or the time for payment
of principal or interest of any Advance (excluding the due date of any mandatory prepayment of an Advance), or any fee payable
to any Lender, or reduce the principal amount of or the rate of interest borne by any Advances or reduce any fee payable to any
Lender, without the consent of each Lender directly affected thereby (except that Required Lenders may elect to waive or rescind
any imposition of the Default Rate under Section 3.1 or of default rates of Letter of Credit fees under Section 3.2 (unless imposed
by Agent));


 


(iii)        increase the Maximum Revolving Advance Amount without the consent of all Lenders;


 


(iv)        alter the definition of the term Required Lenders or alter, amend or modify this Section
16.2(b) without the consent of all Lenders;


 


(v)         alter, amend or modify the provisions of Section 11.5 without the consent of all Lenders;


 


(vi)        release any Collateral during any calendar year (other than the release of any Collateral
in connection with the consummation of any action or transaction by a Borrower permitted hereunder or otherwise in accordance with
the provisions of this Agreement) having an aggregate value in excess of $5,000,000 without the consent of all Lenders;


 


(vii)
       change the rights and duties of Agent without the consent of all Lenders;






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(viii)      subject to clause (e) below, permit any Revolving Advance to be made if after giving
effect thereto the total of Revolving Advances outstanding hereunder would exceed the Formula Amount for more than sixty (60) consecutive
Business Days or exceed one hundred and ten percent (110%) of the Formula Amount without the consent of all Lenders;


 


(ix)         increase the Advance Rates above the Advance Rates in effect on the Closing Date without
the consent of all Lenders; or


 


(x)
         release any Guarantor or Borrower without
the consent of all Lenders.


 


(c)           Any
such supplemental agreement shall apply equally to each Lender and shall be binding upon Borrowers, Lenders and Agent and all
future holders of the Obligations. In the case of any waiver, Borrowers, Agent and Lenders shall be restored to their former
positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a
specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is
the same as the Event of Default which was waived), or impair any right consequent thereon.


 


(d)           In
the event that Agent requests the consent of a Lender with respect to any matter requiring the consent of all Lenders
pursuant to this Section 16.2 and such consent is denied, then Agent may, at its option, require such Lender to assign its
interest in the Advances to Agent or to another Lender or to any other Person designated by Agent (the “Designated
Lender”), for a price equal to (i) the then outstanding principal amount thereof plus (ii) accrued and unpaid
interest and fees due such Lender, which interest and fees shall be paid when collected from Borrowers. In the event Agent
elects to require any Lender to assign its interest to Agent or to the Designated Lender, Agent will so notify such Lender in
writing within forty five (45) days following such Lender’s denial, and such Lender will assign its interest to Agent or the
Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement
executed by such Lender, Agent or the Designated Lender, as appropriate, and Agent.


 


(e)           Notwithstanding
(i) the existence of a Default or an Event of Default, (ii) that any of the other applicable conditions precedent set forth
in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been
terminated for any reason, or (iii) any other contrary provision of this Agreement, Agent may at its discretion and without
the consent of any Lender, voluntarily permit the outstanding Revolving Advances at any time to exceed the Formula Amount at
such time (such sum, the “Overadvance Threshold Amount”) by up to ten percent (10%) of the Formula Amount
for up to sixty (60) consecutive Business Days (the “Out-of-Formula Loans”). If Agent is willing in its
sole and absolute discretion to permit such Out-of-Formula Loans, Lenders holding the Revolving Commitments shall be
obligated to fund such Out-of-Formula Loans in accordance with their respective Revolving Commitment Percentages, and such
Out-of-Formula Loans shall be payable on demand and shall bear interest at the Default Rate for Revolving Advances
consisting of Domestic Rate Loans; provided that, if Agent does permit Out-of-Formula Loans, neither Agent nor Lenders
shall be deemed thereby to have changed the limits of Section 2.1(a) nor shall any Lender be obligated to fund Revolving
Advances in excess of its Revolving Commitment Amount. For purposes of this paragraph, the discretion granted to Agent
hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Formula
Amount was unintentionally exceeded (but for greater certainty, not including where the Formula Amount is exceeded as a
result of GX Mexico’s Collateral being included in the Formula Amount for advances to the U.S. Borrowers) for any
reason, including, but not limited to, Collateral previously deemed to be “Eligible Domestic Receivables”,
 “Eligible Unbilled Receivables”, “Eligible Foreign Receivables” or “Eligible Inventory”,
as applicable, becomes ineligible, collections of Receivables applied to reduce outstanding Revolving Advances are thereafter
returned for insufficient funds or overadvances are made to protect or preserve the Collateral. In the event Agent
involuntarily permits the outstanding Revolving Advances to exceed the Formula Amount by more than ten percent (10%), Agent
shall use its efforts to have Borrowers decrease such excess in as expeditious a manner as is practicable under
the circumstances and not inconsistent with the reason for such excess. Revolving Advances made after Agent has determined
the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance
with the preceding sentence. To the extent any Out-of-Formula Loans are not actually funded by the other Lenders as provided
for in this Section 16.2(e), Agent may elect in its discretion to fund such Out-of-Formula Loans and any such Out-of-Formula
Loans so funded by Agent shall be deemed to be Revolving Advances made by and owing to Agent, and Agent shall be entitled to
all rights (including accrual of interest) and remedies of a Lender holding a Revolving Commitment under this Agreement and
the Other Documents with respect to such Revolving Advances.




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(f)           
In addition to (and not in substitution of) the discretionary Revolving Advances permitted
above in this Section 16.2, Agent is hereby authorized by Borrowers and Lenders, at any time in Agent’s sole discretion, regardless
of (i) the existence of a Default or an Event of Default, (ii) whether any of the other applicable conditions precedent set forth
in Section 8.2 hereof have not been satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated
for any reason, or (iii) any other contrary provision of this Agreement, to make Revolving Advances (“Protective Advances”)
to Borrowers on behalf of Lenders which Agent, in its reasonable business judgment, deems necessary or desirable (a) to preserve
or protect the Collateral, or any portion thereof, (b) to enhance the likelihood of, or maximize the amount of, repayment of the
Advances and other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement;
provided, that the Protective Advances made hereunder shall not exceed $10,000,000 in the aggregate and provided further
that at any time after giving effect to any such Protective Advances, the outstanding Revolving Advances, Swing Loans and Maximum
Undrawn Amount of all outstanding Letters of Credit do not exceed the Maximum Revolving Advance Amount. Lenders holding the Revolving
Commitments shall be obligated to fund such Protective Advances and effect a settlement with Agent therefor upon demand of Agent
in accordance with their respective Revolving Commitment Percentages. To the extent any Protective Advances are not actually funded
by the other Lenders as provided for in this Section 16.2(f), any such Protective Advances funded by Agent shall be deemed to be
Revolving Advances made by and owing to Agent, and Agent shall be entitled to all rights (including accrual of interest) and remedies
of a Lender holding a Revolving Commitment under this Agreement and the Other Documents with respect to such Revolving Advances.






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16.3
       Successors
and Assigns; Participations; New Lenders.


 


(a)          
This Agreement shall be binding upon and inure to the benefit of Borrowers, Agent, each
Lender, all future holders of the Obligations and their respective successors and assigns, except that no Borrower may assign or
transfer any of its rights or obligations under this Agreement (including,
in each case, by way of an LLC Division) without the prior written
consent of Agent and each Lender.


 


(b)          
Each Borrower acknowledges that in the regular course of commercial banking business
one or more Lenders may at any time and from time to time sell participating interests in the Advances to other Persons so long
as any such Person is not an Ineligible Person (each such transferee or purchaser of a participating interest, a “Participant”);
provided that any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement or any Other
Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver described in clauses (i) through (x) of the proviso in Section 16.2(b) that affects
such Participant. Each Participant may exercise all rights of payment (including rights of set-off) with respect to the portion
of such Advances held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof
provided that (i) Borrowers shall not be required to pay to any Participant more than the amount which it would have been
required to pay to Lender which granted an interest in its Advances or other Obligations payable hereunder to such Participant
had such Lender retained such interest in the Advances hereunder or other Obligations payable hereunder unless the sale of the
participation to such Participant is made with Borrowers’ prior written consent, and (ii) in no event shall Borrowers be required
to pay any such amount arising from the same circumstances and with respect to the same Advances or other Obligations payable hereunder
to both such Lender and such Participant. Each Borrower hereby grants to any Participant a continuing security interest in any
deposits, moneys or other property actually or constructively held by such Participant as security for the Participant’s interest
in the Advances. Any Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrowers,
maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest)
of each Participant’s interest in the Advances or other obligations hereunder or any Other Document (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments,
loans, letters of credit or its other obligations hereunder or under any Other Document) to any Person except to the extent that
such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form
under Section 5f. 103- 1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner
of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.


 


(c)          
Any Lender, with the consent of Agent (unless such assignment is to a Lender or an
Affiliate of a Lender) and, unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y)
such assignment is to a Permitted Assignee, the consent of Borrowers (such Borrowers’ consent not to be unreasonably withheld
or delayed, provided that Borrowers shall be deemed to have consented to any such assignment unless it shall object thereto by
written notice to Agent within five (5) Business Days after having received prior notice thereof), may sell, assign or transfer
all or any part of its rights and obligations under or relating to Revolving Advances under this Agreement and the Other Documents
to one or more additional Persons and one or more additional Persons may commit to make Advances hereunder (each a “Purchasing
Lender”), in minimum amounts of not less than $5,000,000, pursuant to a Commitment Transfer Supplement, executed by
a Purchasing Lender, the transferor Lender, and Agent and delivered to Agent for recording, provided, however, that
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to each of the Revolving Advances under this Agreement in which such Lender has an interest.
Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such
Commitment Transfer Supplement, (i) Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment
Transfer Supplement, have the rights and obligations of a Lender thereunder with a Revolving Commitment Percentage as set forth
therein, and (ii) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released
from its obligations under this Agreement, the Commitment Transfer Supplement creating a novation for that purpose. Such Commitment
Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition
of such Purchasing Lender and the resulting adjustment of the Revolving Commitment Percentages arising from the purchase by such
Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other
Documents. Each Borrower hereby consents to the addition of such Purchasing Lender and the resulting adjustment of the Revolving
Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of
such transferor Lender under this Agreement and the Other Documents. Subject to Borrowers’ consent rights described above, Borrowers
shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing.




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(d)           Any
Lender, with the consent of Agent which shall not be unreasonably withheld or delayed, may directly or indirectly sell,
assign or transfer all or any portion of its rights and obligations under or relating to Revolving Advances under this
Agreement and the Other Documents to an entity, whether a corporation, partnership, trust, limited liability company or other
entity that (i) is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of
credit in the ordinary course of its business and (ii) is administered, serviced or managed by the assigning Lender or an
Affiliate of such Lender (a “Purchasing CLO” and together with each Participant and Purchasing Lender,
each a “Transferee” and collectively the “Transferees”), pursuant to a Commitment Transfer Supplement
modified as appropriate to reflect the interest being assigned (“Modified Commitment Transfer
Supplement”), executed by any intermediate purchaser, the Purchasing CLO, the transferor Lender, and Agent as
appropriate and delivered to Agent for recording. Upon such execution and delivery, from and after the transfer effective
date determined pursuant to such Modified Commitment Transfer Supplement, (i) Purchasing CLO thereunder shall be a party
hereto and, to the extent provided in such Modified Commitment Transfer Supplement, have the rights and obligations of a
Lender thereunder and (ii) the transferor Lender thereunder shall, to the extent provided in such Modified Commitment
Transfer Supplement, be released from its obligations under this Agreement, the Modified Commitment Transfer Supplement
creating a novation for that purpose. Such Modified Commitment Transfer Supplement shall be deemed to amend this Agreement to
the extent, and only to the extent, necessary to reflect the addition of such Purchasing CLO. Each Borrower hereby consents
to the addition of such Purchasing CLO. Borrowers shall execute and deliver such further documents and do such further acts
and things in order to effectuate the foregoing.




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(e)           
Agent, acting solely for this purpose as an agent of Borrower, shall maintain at its
address a copy of each Commitment Transfer Supplement and Modified Commitment Transfer Supplement delivered to it and a register
(the “Register”) for the recordation of the names and addresses of each Lender and the outstanding principal,
accrued and unpaid interest and other fees due hereunder. The entries in the Register shall be conclusive, in the absence of manifest
error, and each Borrower, Agent and Lenders may treat each Person whose name is recorded in the Register as the owner of the Advance
recorded therein for the purposes of this Agreement. The Register shall be available for inspection by Borrowing Agent or any Lender
at any reasonable time and from time to time upon reasonable prior notice. Agent shall receive a fee in the amount of $3,500 payable
by the applicable Purchasing Lender and/or Purchasing CLO upon the effective date of each transfer or assignment (other than to
an intermediate purchaser) to such Purchasing Lender and/or Purchasing CLO.


 


(f)           
Subject to the limitations and conditions set forth in Section 16.15, each Borrower
authorizes each Lender to disclose to any Transferee and any prospective Transferee any and all financial information in such Lender’s
possession concerning such Borrower which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement
or in connection with such Lender’s credit evaluation of such Borrower.


 


(g)          
Notwithstanding anything to the contrary contained in this Agreement, any Lender may
at any time and from time to time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided
that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.


 


16.4       Application of Payments. Agent shall have the continuing and exclusive right
to apply or reverse and re-apply any payment and any and all proceeds of Collateral to any portion of the Obligations or the GX
Mexico Obligations, as applicable; provided that, for the avoidance of doubt, no Collateral supporting the GX Mexico Obligations
or any assets or property of GX Mexico shall be used to satisfy the Obligations of any U.S. Borrower. To the extent that any Borrower
makes a payment or Agent or any Lender receives any payment or proceeds of the Collateral for any Borrower’s benefit, which are
subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in
possession, receiver, custodian or any other party under any bankruptcy law, common law or equitable cause, then, to such extent,
the Obligations or part thereof intended to be satisfied shall be revived and continue as if such payment or proceeds had not been
received by Agent or such Lender.




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16.5        Indemnity.
Each Borrower shall defend, protect, indemnify, pay and save harmless Agent, Issuer, each Lender and each of their respective
officers, directors, Affiliates, attorneys, employees and agents (each an “Indemnified Party”) for and from
and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, actions, judgments, suits,
costs, charges, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel (including
allocated costs of internal counsel)) (collectively, “Claims”) which may be imposed on, incurred by, or asserted
against any Indemnified Party (provided, GX Mexico shall only be liable for any indemnification obligations hereunder to
the extent related to the GX Mexico Obligations or attributable to its assets) in arising out of or in any way relating to or
as a consequence, direct or indirect, of: (i) this Agreement, the Other Documents, the Advances and other Obligations and/or the
transactions contemplated hereby including the Transactions, (ii) any action or failure to act or action taken only after delay
or the satisfaction of any conditions by any Indemnified Party in connection with and/or relating to the negotiation, execution,
delivery or administration of the Agreement and the Other Documents, the credit facilities established hereunder and thereunder
and/or the transactions contemplated hereby including the Transactions, (iii) any Borrower’s or any Guarantor’s failure to observe,
perform or discharge any of its covenants, obligations, agreements or duties under or breach of any of the representations or
warranties made in this Agreement and the Other Documents, (iv) the enforcement of any of the rights and remedies of Agent, Issuer
or any Lender under the Agreement and the Other Documents, (v) any threatened or actual imposition of fines or penalties, or disgorgement
of benefits, for violation of any Anti-Terrorism Law by any Borrower, any Affiliate or Subsidiary of any Borrower, or any Guarantor,
and (vi) any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality
or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related
to, this Agreement or the Other Documents, whether or not Agent or any Lender is a party thereto. Without limiting the generality
of any of the foregoing, each Borrower shall defend, protect, indemnify, pay and save harmless each Indemnified Party from (x)
any Claims which may be imposed on, incurred by, or asserted against any Indemnified Party arising out of or in any way relating
to or as a consequence, direct or indirect, of the issuance of any Letter of Credit hereunder and (y) any Claims which may be
imposed on, incurred by, or asserted against any Indemnified Party under any Environmental Laws with respect to or in connection
with the Real Property, any Hazardous Discharge, the presence of any Hazardous Materials affecting the Real Property (whether
or not the same originates or emerges from the Real Property or any contiguous real estate), including any Claims consisting of
or relating to the imposition or assertion of any Lien on any of the Real Property under any Environmental Laws and any loss of
value of the Real Property as a result of the foregoing except to the extent such loss, liability, damage and expense is attributable
to any Hazardous Discharge resulting from actions on the part of Agent or any Lender. Borrowers’ obligations under this Section
16.5 shall arise upon the discovery of the presence of any Hazardous Materials at the Real Property, whether or not any federal,
state, or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials,
in each such case except to the extent it has been determined by a final non-appealable judgment of a court of competent jurisdiction
to have resulted from (1) the gross negligence, bad faith or willful misconduct of the party to be indemnified, (2) any material
breach (or, in the case of a proceeding brought by any Borrower, any breach) of this Agreement or any Other Document by the party
to be indemnified or (3) disputes, claims, demands, actions, judgments or suits not arising from any act or omission by any Borrower
or any of their Affiliates, brought by an Indemnified Party against any other Indemnified Party (other than disputes, claims,
demands, actions, judgments or suits involving claims against the Agent in its capacity as such). Without limiting the generality
of the foregoing, this indemnity shall extend to any liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel) asserted
against or incurred by any of the Indemnified Parties by any Person under any Environmental Laws or similar laws by reason of
any Borrower’s or any other Person’s failure to comply with laws applicable to solid or hazardous waste materials, including Hazardous
Materials and Hazardous Waste, or other Toxic Substances. Additionally, if any taxes (excluding taxes imposed upon or measured
solely by the net income of Agent and Lenders, but including any intangibles taxes, stamp tax, recording tax or franchise tax)
shall be payable by Agent, Lenders or Borrowers on account of the execution or delivery of this Agreement, or the execution, delivery,
issuance or recording of any of the Other Documents, or the creation or repayment of any of the Obligations hereunder, by reason
of any Applicable Law now or hereafter in effect. Borrowers will pay (or will promptly reimburse Agent and Lenders for payment
of) all such taxes, including interest and penalties thereon, and will indemnify and hold the Indemnified Parties harmless from
and against all liability in connection therewith.



     143


     


    



16.6        Notice. Any notice or request hereunder may be given to Borrowing Agent or any
Borrower or to Agent or any Lender at their respective addresses set forth below or at such other address as may hereafter be specified
in a notice designated as a notice of change of address under this Section. Any notice, request, demand, direction or other communication
(for purposes of this Section 16.6 only, a “Notice”) to be given to or made upon any party hereto under any provision
of this Agreement shall be given or made by telephone or in writing (which includes by means of electronic transmission (i.e.,
 “e-mail”) or facsimile transmission or by setting forth such Notice on a website to which Borrowers are directed (an
 “Internet Posting”) if Notice of such Internet Posting (including the information necessary to access such site)
has previously been delivered to the applicable parties hereto by another means set forth in this Section 16.6) in accordance with
this Section 16.6. Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under
their respective names on Section 16.6 hereof or in accordance with any subsequent unrevoked Notice from any such party that is
given in accordance with this Section 16.6. Any Notice shall be effective:


 


(a)
          In the case of hand-delivery, when delivered;


 


(b)          
If given by mail, four (4) days after such Notice is deposited with the United States
Postal Service, with first-class postage prepaid, return receipt requested;


 


(c)          
In the case of a telephonic Notice, when a party is contacted by telephone, if delivery
of such telephonic Notice is confirmed no later than the next Business Day by hand delivery, a facsimile or electronic transmission,
an Internet Posting or an overnight courier delivery of a confirmatory Notice (received at or before noon on such next Business
Day);


 


(d)          
In the case of a facsimile transmission, when sent to the applicable party’s facsimile
machine’s telephone number, if the party sending such Notice receives confirmation of the delivery thereof from its own facsimile
machine;






     144


     


    




(e)
           In the case of electronic transmission, when actually received;


 


(f)           
In the case of an Internet Posting, upon delivery of a Notice of such posting (including
the information necessary to access such site) by another means set forth in this Section 16.6; and


 


(g)          
If given by any other means (including by overnight courier), when actually received.


 


Any
Lender giving a Notice to Borrowing Agent or any Borrower shall concurrently send a copy thereof to Agent, and Agent shall promptly
notify the other Lenders of its receipt of such Notice.


 





		(A)	If to Agent or PNC at:



 


PNC Bank, National Association


2100 Ross Avenue, Suite 1850





Dallas, Texas 75201





Attention: Relationship Manager
(Ion)


Telephone: (214) 871-1237





Facsimile: (214) 871-2015


 


with
a copy to:


 





PNC Bank, National Association


PNC Agency Services PNC


Firstside Center





500 First Avenue, 4th Floor


Pittsburgh, Pennsylvania 15219


Attention: Lisa Pierce


Telephone: (412) 762-6442





Facsimile: (412) 762-8672


 


with
an additional copy to:


 


Holland & Knight LLP





200 Crescent Court, Suite 1600





Dallas, Texas 75201





Attention: Michelle W. Suarez,
Esq.


Telephone: (214) 964-9500





Facsimile: (214) 964-9501





 


		(B)	If to a Lender other than
Agent, as specified on the signature pages hereof










     145


     


    




		(C)	If to Borrowing Agent or
any Borrower:


 


ION Geophysical Corporation


2105
CityWest Blvd., Suite 100





Houston, Texas 77042-2839


Attention: Steve Bate


Telephone: 281-781-1046





Facsimile: 281-879-3674


 


with a copy to:


 


Locke LordWinston
 & Strawn  LLP


111 Huntington Avenue





Boston, Massachusetts 02199





                                                                        2121 North Pearl Street,
Suite 900





                                                                        Dallas, Texas 75201





Attention: George
TicknorJeff Cole, Esq.


Telephone:
617-239-0357214-453-6434


 


16.7         Survival. The obligations of Borrowers under Sections 2.2(f), 2.2(g), 2.2(h),
3.7, 3.8, 3.9, 3.10, 16.5 and 16.9 and the obligations of Lenders under Sections 2.2, 2.15(b), 2.16, 2.18, 2.19, 14.8 and 16.5,
shall survive termination of this Agreement and the Other Documents and payment in full of the Obligations.


 


16.8         Severability. If any part of this Agreement is contrary to, prohibited by, or
deemed invalid under Applicable Laws, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited
or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.


 


16.9         Expenses. Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred
by Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Agent), and shall pay all
fees and time charges and disbursements for attorneys who may be employees of Agent, in connection with the syndication of the
credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and
the Other Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by Issuer in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable
out-of-pocket expenses incurred by Agent, any Lender or Issuer (including the reasonable fees, charges and disbursements of any
counsel for Agent, any Lender or Issuer), and shall pay all fees and time charges for attorneys who may be employees of Agent,
any Lender or Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and
the Other Documents, including its rights under this Section, or (B) in connection with the Advances made or Letters of Credit
issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit, and (iv) all reasonable out-of-pocket expenses of Agent’s regular employees and agents engaged
periodically to perform audits of any Borrower’s or any Borrower’s Affiliate’s or Subsidiary’s books, records and business properties.






     146


     


    




16.10       Injunctive Relief. Each Borrower recognizes that, in the event any Borrower fails
to perform, observe or discharge any of its obligations or liabilities under this Agreement, or threatens to fail to perform, observe
or discharge such obligations or liabilities, any remedy at law may prove to be inadequate relief to Lenders; therefor, Agent,
if Agent so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of
proving that actual damages are not an adequate remedy.


 


16.11       Consequential Damages. No Loan Party or Indemnified Party, nor any agent or attorney
for any of them, shall be liable to any other Loan Party or Indemnified Party or any agent or attorney for any of them, or any
Guarantor (or any Affiliate of any such Person) for indirect, punitive, exemplary or consequential damages arising from any breach
of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations or as a result
of any transaction contemplated under this Agreement or any Other Document (provided the foregoing waiver shall not affect Borrowers’
obligation to indemnify any Indemnified Party pursuant to Section 16.5 hereof).


 


16.12       Captions. The captions at various places in this Agreement are intended for convenience
only and do not constitute and shall not be interpreted as part of this Agreement.


 


16.13       Counterparts; Facsimile Signatures. This Agreement may be executed in any number
of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all
such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile or electronic transmission
(including email transmission of a PDF image) shall be deemed to be an original signature hereto.


 


16.14       Construction. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of this Agreement or any amendments, schedules or exhibits thereto.


 


16.15       Confidentiality;
Sharing Information. Agent, each Lender and each Transferee shall hold all non-public information obtained by Agent,
such Lender or such Transferee pursuant to the requirements of this Agreement in accordance with Agent’s, such Lender’s and
such Transferee’s customary procedures for handling confidential information of this nature; provided, however,
Agent, each Lender and each Transferee may disclose such confidential information (a) to its examiners, Affiliates, outside
auditors, counsel and other professional advisors, (b) to Agent, any Lender or, subject to an agreement containing provisions
substantially the same as those of this Section 16.15, to any prospective Transferees, and (c) as required or requested by
any Governmental Body or representative thereof or pursuant to legal process; provided, further that (i) unless
specifically prohibited by Applicable Law, Agent, each Lender and each Transferee shall use its reasonable best efforts prior
to disclosure thereof, to notify the applicable Borrower of the applicable request for disclosure of such non-public
information (A) by a Governmental Body or representative thereof (other than any such request in connection with an
examination of the financial condition of a Lender or a Transferee by such Governmental Body) or (B) pursuant to legal
process and (ii) in no event shall Agent, any Lender or any Transferee be obligated to return any materials furnished by any
Borrower other than those documents and instruments in possession of Agent or any Lender in order to perfect its Lien on the
Collateral once the Obligations (other than Hedge Liabilities and Cash Management Liabilities) have been paid in full and
this Agreement has been terminated. Each Borrower acknowledges that from time to time financial advisory, investment banking
and other services may be offered or provided to such Borrower or one or more of its Affiliates (in connection with this
Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each Borrower hereby
authorizes each Lender to share any information delivered to such Lender by such Borrower and its Subsidiaries pursuant to
this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or
Affiliate of such Lender, it being understood that any such Subsidiary or Affiliate of any Lender receiving such
information shall be bound by the provisions of this Section 16.15 as if it were a Lender hereunder. Such authorization shall
survive the repayment of the other Obligations and the termination of this Agreement. Notwithstanding any non-disclosure
agreement or similar document executed by Agent in favor of any Borrower or any of any Borrower’s Affiliates, the provisions
of this Agreement shall supersede such agreements.




     147


     


    



16.16
      [Reserved].


 


16.17
      Certifications From Banks and Participants; USA PATRIOT Act.


 


(a)          
Each Lender or assignee or participant of a Lender that is not incorporated under the
Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section
313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign
bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority
regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable,
recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section
313 of the USA PATRIOT Act and the applicable regulations: (1) within ten (10) days after the Closing Date, and (2) as such other
times as are required under the USA PATRIOT Act.


 


(b)          
The USA PATRIOT Act requires all financial institutions to obtain, verify and record
certain information that identifies individuals or business entities which open an “account” with such financial institution.
Consequently, Agent may from time to time request, and each Borrower shall and shall cause each other Loan Party to provide to
Agent, such Borrower’s or Loan Party’s name, address, tax identification number and/or such other identifying information as shall
be necessary for Agent and Lenders to comply with the USA PATRIOT Act and any other Anti-Terrorism Law.


 


16.18
      Anti-Terrorism Laws.


 


(a)           Each
Borrower represents and,
warrants and covenants to the Agent, as of the date
hereof, the date of each Advance, the date of any renewal, extension or modification of this Agreement, and at all times
until this Agreement has been terminated and all amounts hereunder have been indefeasibly paid in full, that (i:
(a) no Covered Entity (i) is
a Sanctioned Person and; (ii) no
Covered Entity, either in its own right or through any third party, (A) has
any of its assets in a Sanctioned CountryJurisdiction or
in the possession, custody or control of a Sanctioned Person in
violation of any Anti-Terrorism Law; or (Biii)
does business in or with, or derives any of its operating income
from investments in or transactions with, any Sanctioned CountryJurisdiction
or Sanctioned Person in violation of any Anti-Terrorism
Law; (b) the proceeds of the Advances will not be
used to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Jurisdiction
or Sanctioned Person; or (Cc) the
funds used to repay the Advances are not derived
from any unlawful activity; (d) each Covered Entity is
in compliance with, and no Covered Entity engages in any dealings or
transactions prohibited by, any laws of the United States,
including but not limited to any Anti-Terrorism LawLaws;
and (e) no Collateral is or will become Embargoed Property. Each Borrower covenants and agrees that (a) it shall
immediately notify the Agent in writing upon the
occurrence of a Reportable Compliance Event; and (b)
if, at any time, any Collateral becomes Embargoed Property, in addition to all other rights and remedies available to the
Agent, upon request by the Agent, the Borrowers shall provide substitute Collateral acceptable to the Agent that is not
Embargoed Property.




     148


     


    



(b)          
Each Borrower covenants and agrees that (i) no Covered Entity will become a Sanctioned
Person, (ii) no Covered Entity, either in its own right or through any third party, will (A) have any of its assets in a Sanctioned
Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (B) do business
in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in
violation of any Anti-Terrorism Law; or (C)
engage in any dealings or transactions prohibited by any Anti-Terrorism Law or (D) use
the Advances to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country
or Sanctioned Person in violation of any Anti-Terrorism Law, (iii) the funds
used to repay the Obligations will not be derived from any
unlawful activity, (iv;
and (iii) each
Covered Entity shall comply with all Anti-Terrorism Laws and (v) Borrowers shall promptly
notify the Agent in writing upon the occurrence of a Reportable Compliance Event.


 


16.19       New
Second Priority Intercreditor AgreementsAgreement.
Notwithstanding anything herein to the contrary, the Liens and security interest granted to Agent pursuant to this Agreement
and the Other Documents and the exercise of any right or remedy by Agent hereunder and thereunder are subject to the
provisions of the New Second Priority Intercreditor
Agreement. In the event of any conflict between the terms of the New
Second Priority Intercreditor Agreement and this Agreement with
respect to lien priority, priority of proceeds of collateral or rights and remedies in connection with the Collateral (as
defined in theinthe
New Second Priority Intercreditor Agreement), the terms of
the New Second Priority Intercreditor
Agreement shall govern.


 


16.20      
Reallocation of the Advances and the Commitment Amounts.


 


On
the First Amendment Effective Date, each Lender, if any, whose relative proportion of its Commitment Percentage increases over
the proportion of the Commitment Percentage held by it prior to the First Amendment Effective Date, shall, by assignments among
them (which assignments shall be deemed to occur hereunder automatically, and without any requirement for additional documentation,
on the First Amendment Effective Date) acquire a portion of the Advances held by them from and among each other, and shall, through
the Agent, make such other adjustments among themselves as may be necessary so that after giving effect to such assignments and
adjustments, such existing Lenders shall hold all Advances outstanding under this Agreement ratably in accordance with their respective
Commitment Percentages as reflected on Exhibit 1.2(a) hereto, as are amended (or deemed amended) from time to time. On
the First Amendment Effective Date, all Interest Periods in respect of any LIBOR Rate Loans that were required to be assigned
as set forth above shall automatically be terminated solely with respect to any such Lender that has assigned any such LIBOR Rate
Loans (but not with respect to any Lender that is an assignee of any such Lender). Borrowers shall on the First Amendment Effective
Date, make payments to the Lenders that held such LIBOR Rate Loans that were required to be assigned as set forth above to compensate
for such termination as if such termination were a payment or prepayment referred to in Article II.




     149


     


    



16.21       Section 956 Matters. Notwithstanding anything to the contrary in this Agreement
or any Other Document, GX Mexico shall not be responsible for any of the Obligations of any of the U.S. Borrowers or any Guarantor
and the reference to Borrowers in this Agreement or any Other Document shall not be construed in a manner that is inconsistent
with such treatment.






     150


     


    




Exhibit
A


 


To Third Amendment


 


Each of the parties has signed this Agreement
as of the day and year first above written.


 





	 	ION GEOPHYSICAL CORPORATION



 


	 	By:	 






	 	Name:	 






	 	Title:	 



 





	 	ION EXPLORATION PRODUCTS (U.S.A.) INC.



 


	 	By:	 






	 	Name:	 






	 	Title:	 



 





	 	I/O MARINE SYSTEMS, INC.



 


	 	By:	 






	 	Name:	 






	 	Title:	 



 








	 	GX TECHNOLOGY CORPORATION



 


	 	By:	 






	 	Name:	 






	 	Title:	 



 


	 	GX GEOSCIENCE CORPORATION, S. DE R.L. DE C.V.



 


	 	By:	 






	 	Name:	 






	 	Title:	 





     151


     


    




Exhibit
A


 


 


To Third Amendment




 


PNC BANK, NATIONAL ASSOCIATION,





As Lender and as Agent


 





	By:	 	 
	Name: Kayla Vaughan	 
	Title: Officer	 



 


	 	Address: 	2100 Ross Avenue, Suite 1850
	 	 	Dallas, Texas 75201
	 	 	Attention of: Relationship Manager (Ion)
	 	 	Telecopy:
(214) 871-2015



 


Revolving Commitment Percentage: 100%


Revolving
Commitment Amount $50,000,000






     152


     


    




Exhibit A


 


To Third Amendment




 


EXHIBIT 1.2


 


BORROWING BASE


 


 


 


See Attached.






     153


     


    


Exhibit A


 





To Third Amendment


 


Exhibit 1.2(a)


 


COMPLIANCE CERTIFICATE


 


_____________, 201_


 


		To:	PNC Bank, National Association, as Agent for Lenders



 


This Compliance Certificate is furnished pursuant to that certain Revolving Credit
and Security Agreement, dated August 22, 2014 (as amended, modified, renewed or extended from time to time, the “Credit
Agreement”) among ION GEOPHYSICAL CORPORATION, a Delaware corporation (“Geophysical”), ION EXPLORATION
PRODUCTS (U.S.A.) INC., a Delaware corporation (“Exploration”), I/O MARINE SYSTEMS, INC., a Louisiana corporation (“Marine”), and GX TECHNOLOGY CORPORATION,
a Texas corporation (“GXT”), and GX GEOSCIENCE CORPORATION, S. DE R.L. DE C.V., a Sociedad de Responsibilidad Limitada
de Capital Variable organized under the laws of Mexico (“GX Mexico” and, together with Geophysical, Exploration,
Marine, GXT and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers”, and
each a “Borrower”), the financial institutions which are now or which hereafter become a party thereto (collectively,
the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”),
as agent for Lenders (PNC, in such capacity, the “Agent”). Unless otherwise defined herein, capitalized terms
used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement.


 


THE
UNDERSIGNED [CHIEF FINANCIAL OFFICER][TREASURER] [CONTROLLER] OF THE BORROWING AGENT, SOLELY IN HIS OR HER CAPACITY AS THE
[CHIEF FINANCIAL OFFICER][TREASURER][CONTROLLER] AND NOT PERSONALLY, HEREBY CERTIFIES TO THE LENDERS THAT:


 


1.
         I am the [Chief Financial Officer\[Treasurer][Controller] of the Borrowing Agent:


 


2.         I
have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review
of the transactions and conditions of the Borrowers during the accounting period covered by the financial statements [attached
as Schedule 1 hereto][deemed delivered in accordance with Section [9.7][9.8]
of the Credit Agreement]1, and such financial statements present fairly in all
material respects the financial condition and results of operations of the Borrowers on a consolidating and consolidated basis
in accordance with GAAP applied on a basis consistent with prior practices, and subject to the terms and conditions set forth
in Section 9.7 and Section 9.8 of the Credit Agreement;


 





 






1
NTD: Use highlighted language if Borrowing Agent satisfied delivery of financial statements by delivering to Agent, (i)
with respect to financial statements delivered under § 9.7, an Annual Report on Form 10-K (or notice that an Annual Report
on form 10-K has been filed with the SEC) or (ii) with respect to financial statements delivered under § 9.8, a Quarterly
Report on Form 10-Q (or notice that a Quarterly Report on Form 10-Q has been filed with the SEC).






     154


     


    


3.             Except
as set forth in paragraph 6 below, the examinations described in paragraph 2 did not disclose, and I have no knowledge of, (i)
the occurrence and continuation of any condition or event which constitutes a Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this Compliance Certificate or (ii) any change in the application
of GAAP that has occurred since the date of the most recent financial statements referred to in Section 9.7 or Section 9.8 of
the Credit Agreement, as applicable;


 


4.             If a Covenant Testing Trigger Event has occurred and shall then exist, Schedule 2 attached hereto sets forth financial
data and computations evidencing the Borrowers’ compliance with Section 6.5(a) of the Credit Agreement, all of which data and computations
are true and correct;


 


5.             Schedule 3 attached hereto sets forth updates, if any, to each of the Schedules referred to in Section 9.17 of the
Credit Agreement;


 


6.             Described below are the exceptions, if any, to paragraph 3, listing in detail (i) the nature of the condition or event,
the period during which it has existed and the action which the Borrowers have taken, are taking, or propose to take with respect
to each such condition or event, or (ii) the change in the application of GAAP and the effect of such change on the attached financial
statements:


 





 



 





 



 


[Signature Page Follows]






     155


     


    


Exhibit A


 


To Third Amendment


 


This Compliance Certificate is made and delivered
as of the day and year first written above.


 





	 	______________________________________________________________ ,
	 	 as the [Chief Financial
Officer] [Treasurer] [Controller] of Borrowing Agent







     156


     


    


Exhibit A


 





To Third Amendment


 



Exhibit 2.1(a)


 


REVOLVING CREDIT NOTE


 





	$[___________]	 [___________],
    20  __






 


This
Revolving Credit Note (this “Revolving Credit Note”) is executed and delivered under and pursuant to the terms and
conditions of that certain Revolving Credit and Security Agreement dated as of August 22, 2014 (as amended, restated, supplemented
and modified from time to time, the “Credit Agreement”) by and among ION GEOPHYSICAL CORPORATION, a Delaware corporation
(“Geophysical”), ION EXPLORATION PRODUCTS (U.S.A.) INC., a Delaware corporation (“Exploration”),
I/O MARINE SYSTEMS INC., a Louisiana corporation (“Marine”), and GX TECHNOLOGY CORPORATION, a Texas corporation
(“GXT”), and GX GEOSCIENCE CORPORATION, S. DE R.L. DE C.V., a Sociedad de Responsibilidad Limitada de Capital Variable
organized under the laws of Mexico (“GX Mexico” and, together with Geophysical, Exploration, Marine, GXT
and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers”, and each a “Borrower”),
the financial institutions which are now or which hereafter become a party thereto (collectively, the “Lenders” and
each individually, a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in
such capacity, the “Agent”). Capitalized terms not otherwise defined herein shall have the meanings provided in the
Credit Agreement.


 


FOR
VALUE RECEIVED, the Borrowers hereby promise to pay, on a joint and several basis, to the order of [____________________________], in its capacity as a Lender
(“Payee”), at the office of Agent located at Two Tower Center Boulevard, East Brunswick, New Jersey 08816,
or at such other place as Agent may from time to time designate to Borrowers in writing:


 


(a)    
the principal sum of [______________] ($ ___________) or, if different from such amount, the unpaid principal balance of Payee’s
Revolving Commitment Percentage of the Revolving Advances as may be due and owing under the Credit Agreement, payable in accordance
with the provisions of the Credit Agreement, subject to acceleration upon the occurrence of an Event of Default or earlier termination
of the Credit Agreement pursuant to the terms thereof; and


 


(b)    
interest on the principal amount of the Revolving Advances under this Revolving Credit Note shall accrue at the applicable
Revolving Interest Rate in accordance with the provisions of the Credit Agreement. Upon and after the occurrence of an Event of
Default, and during the continuation thereof, interest shall be payable at the Default Rate. In no event, however, shall interest
exceed the amount collectible at the maximum interest rate permitted by applicable law.


 


This
Revolving Credit Note is one of the Revolving Credit Notes referred to in the Credit Agreement and is secured by the liens granted
pursuant to the Credit Agreement and the Other Documents, is entitled to the benefits of the
Credit Agreement and the Other Documents and is subject to all of the agreements, terms and conditions therein contained.






     157


     


    



This
Revolving Credit Note is subject to mandatory prepayment and may be voluntarily prepaid, in whole or in part, on the terms and
conditions set forth in the Credit Agreement.


 


If
an Event of Default under Section 10.7 (other than Section 10.7(vii)) of the Credit Agreement shall occur, then this Revolving
Credit Note shall immediately become due and payable, without notice, together with all other Obligations owed to Payee. If any
other Event of Default shall occur, and the same is not cured within any applicable grace or cure period or waived, then this Revolving
Credit Note may, as provided in the Credit Agreement, be declared to be immediately due and payable, without notice, together with
all other Obligations owed to Payee.


 


This Revolving Credit Note
shall be construed and enforced in accordance with the laws of the State of New York.


 


The Borrowers expressly
waive any presentment, demand, protest, notice of protest, or notice of any kind except as expressly provided in the Credit Agreement.


 


[Signature page follows]






     158


     


    




Exhibit
A


 


To Third Amendment


 


IN WITNESS WHEREOF,
this Revolving Credit Note is executed as of the date set forth above.


 





	 	ION GEOPHYSICAL CORPORATION
	 	 	 
	 	By:	    
	 	 	Name:
	 	 	Title:



 





	 	I/O MARINE SYSTEMS, INC.
	 	 	 
	 	By:	    
	 	 	Name:
	 	 	Title:


 





	 	GX TECHNOLOGY CORPORATION
	 	 	 
	 	By:	    
	 	 	Name:
	 	 	Title:


 





	 	ION EXPLORATION PRODUCTS (U.S.A.), INC.
	 	 	 
	 	By:	    
	 	 	Name:
	 	 	Title:


 





	 	GX GEOSCIENCE CORPORATION, S. DE R.L. DE C.V.
	 	 	 
	 	By:	    
	 	 	Name:
	 	 	Title:






     159


     


    


Exhibit A


 


To Third Amendment




 


Exhibit 2.4(a)


 


SWING LOAN NOTE


 





	$[___________]	 [___________],
    20  __


 


This Swing Loan Note (this “Swing Loan Note”) is executed and
delivered under and pursuant to the terms and conditions of that certain Revolving Credit and Security Agreement dated as of August
22, 2014 (as amended, restated, supplemented and modified from time to time, the “Credit Agreement”) by and
among ION GEOPHYSICAL CORPORATION, a Delaware corporation (“Geophysical”), ION EXPLORATION PRODUCTS (U.S.A.)
INC., a Delaware corporation (“Exploration”), I/O MARINE SYSTEMS, INC.,
a Louisiana corporation (“Marine”), and GX TECHNOLOGY CORPORATION, a Texas corporation (“GXT”),
and GX GEOSCIENCE CORPORATION, S. DE R.L. DE C.V., a Sociedad de Responsibilidad Limitada de Capital Variable organized
under the laws of Mexico (“GX Mexico” and, together with Geophysical, Exploration, Marine, GXT and each Person
joined hereto as a borrower from time to time, collectively, the “Borrowers”, and each a “Borrower”),
the financial institutions which are now or which hereafter become a party thereto (collectively, the “Lenders” and
each individually, a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders
(PNC, in such capacity, the “Agent”). Capitalized terms not otherwise defined herein shall have the meanings
provided in the Credit Agreement.


 


FOR
VALUE RECEIVED, the Borrowers hereby promise to pay, on a joint and several basis, to the order of [___________________], in its capacity as Swing
Loan Lender (“Payee”), at the office of Agent located at Two Tower Center Boulevard, East Brunswick, New Jersey
08816, or at such other place as Agent may from time to time designate to Borrowers in writing:


 


(a)    
the principal sum of [_____________] ($ __________ ) or, if different from such amount, the unpaid principal balance of Swing Loans
as may be due and owing under the Credit Agreement, payable in accordance with the provisions of the Credit Agreement, subject
to acceleration upon the occurrence of an Event of Default or earlier termination of the Credit Agreement pursuant to the terms
thereof; and


 


(b)    
interest on the principal amount of the Swing Loans under this Swing Loan Note shall accrue at the Revolving Interest Rate
for Domestic Rate Loans. Upon and after the occurrence of an Event of Default, and during the continuation thereof, interest shall
be payable at the Default Rate. In no event, however, shall interest exceed the amount collectible at the maximum interest rate
permitted by applicable law.


 


This
Swing Loan Note is the Swing Loan Note referred to in the Credit Agreement and is secured by the liens granted pursuant to the
Credit Agreement and the Other Documents, is entitled to the benefits of the Credit Agreement and the Other Documents and is subject
to all of the agreements, terms and conditions therein contained.





     160


     


    


This
Swing Loan Note is subject to mandatory prepayment and may be voluntarily prepaid, in whole or in part, on the terms and conditions
set forth in the Credit Agreement.


 


If
an Event of Default under Section 10.7 (other than Section 10.7(vii)) of the Credit Agreement shall occur, then this Swing Loan
Note shall immediately become due and payable, without notice, together with all other Obligations owed to Payee. If any other
Event of Default shall occur, and the same is not cured within any applicable grace or cure period or waived, then this Swing Loan
Note may, as provided in the Credit Agreement, be declared to be immediately due and payable, without notice, together with all
other Obligations owed to Payee.


 


This
Swing Loan Note shall be construed and enforced in accordance with the laws of the State of New York.


 


The
Borrowers expressly waive any presentment, demand, protest, notice of protest, or notice of any kind except as expressly provided
in the Credit Agreement.


 


[Signature page follows]






     161


     


    




Exhibit A


 


To Third Amendment


 


IN WITNESS WHEREOF, this Swing Loan Note
is executed as of the date set forth above.


 








	 	ION GEOPHYSICAL CORPORATION
	 	 	 
	 	By:	    
	 	 	Name:
	 	 	Title:



 





	 	I/O MARINE SYSTEMS, INC.
	 	 	 
	 	By:	    
	 	 	Name:
	 	 	Title:


 





	 	GX TECHNOLOGY CORPORATION
	 	 	 
	 	By:	    
	 	 	Name:
	 	 	Title:


 





	 	ION EXPLORATION PRODUCTS (U.S.A.), INC.
	 	 	 
	 	By:	    
	 	 	Name:
	 	 	Title:


 





	 	GX GEOSCIENCE CORPORATION, S. DE R.L. DE C.V.
	 	 	 
	 	By:	    
	 	 	Name:
	 	 	Title:








     162


     


    




Exhibit A


 


To Third Amendment




 


EXHIBIT 5.5(b)


 


FINANCIAL PROJECTIONS


 


 


See Attached.






     163


     


    


EXHIBIT 5.5(b)


 


FINANCIAL PROJECTIONS


 


 


See Attached.






    


     


    


EXHIBIT 8.1(d)


 


FINANCIAL CONDITION CERTIFICATE


 


[_________]


 


I,
_________________________, hereby certify solely in my capacity as [Chief Financial Officer] [Treasurer] of ION GEOPHYSICAL CORPORATION (“Borrowing
Agent”) and not in my personal capacity, that:


 


1)            I am the duly elected, qualified and acting [Chief Financial Officer] of Borrowing Agent. Borrowing Agent, together with
I/O MARINE SYSTEMS, INC. (“Marine”). GX TECHNOLOGY CORPORATION (“GXT”) and ION EXPLORATION PRODUCTS (U.S.A.),
INC. are collectively referred to herein as “Borrowers”, and each individually, a “Borrower”.


 


2)            I am fully familiar with all of the business and financial affairs of the Borrowers including, without limiting the generality
of the foregoing, all of the matters hereinafter described.


 


3)            This Certificate is made and delivered to PNC BANK, NATIONAL ASSOCIATION (“PNC”), in its individual capacity
as agent (in such capacity as agent, the “Agent”) for each of the financial institutions named as lender or which hereafter
become a lender (each individually a “Lender” and collectively (including PNC), “Lenders”) under that certain
Revolving Credit and Security Agreement, dated of August 22, 2014 (“Credit Agreement”), by and among. Borrowers, Lenders
and Agent, for the purpose of inducing the Agent and the Lenders, now and from time to time hereafter, to advance monies and extend
credit and other financial accommodations to Borrowers pursuant to the Credit Agreement and Other Documents. I understand that
the Agent and the Lenders are relying on this Certificate. All capitalized terms used and not otherwise defined herein shall have
the meanings set forth in the Credit Agreement.


 


4)            The Pro Forma Balance Sheet is accurate, complete and correct and fairly reflects the financial condition of Borrowers on
a Consolidated Basis as of the Closing Date after giving effect to the Transactions. The Projections are based on underlying assumptions
believed to be reasonable at the time such Projections were prepared in light of the circumstances of the set of conditions and
course of action for the projected period believed by the Borrowing Agent to be most likely.




    


     


    



5)            Immediately
following the execution of the Credit Agreement and Other Documents and the consummation of the Transactions, (a) the fair saleable
value of Borrowers’ assets (calculated on a going concern basis) will be in excess of the amount of its liabilities, and (b) each
Borrower is solvent, able to pay such Borrower’s debts as they mature, has capital sufficient to carry on such Borrower’s business
and all businesses in which such Borrower is about to engage. The aggregate amount of Eligible Domestic Receivables, Eligible
Foreign Receivables, Eligible Unbilled Receivables, Eligible Inventory and Eligible Multi-Client Data Library Assets is sufficient
in value and amount to support Advances in the amount requested by Borrowers on the Closing Date.


 


[SIGNATURE PAGE FOLLOWS]


 






    	 	166	 



     


    




IN WITNESS WHEREOF, the
undersigned has caused this Financial Condition Certificate to be executed and delivered on the date first above written.


 





	 	ION GEOPHYSICAL CORPORATION, as Borrowing Agent
	 	 	 
	 	By:	             
	 	Name:
	 	Title: [Chief Financial Officer] [Treasurer]







    


     


    


EXHIBIT 16.3


 


COMMITMENT TRANSFER SUPPLEMENT


 


COMMITMENT TRANSFER SUPPLEMENT,
dated as of ______________, 20 ___, among __________________________________ (the “Transferor Lender”),
each Purchasing Lender executing this Commitment Transfer Supplement (each, a “Purchasing Lender”), and PNC Bank,
National Association (“PNC”) as agent for the Lenders (as defined below) under the Credit Agreement (as defined
below).


 


WITNESSETH:


 


WHEREAS,
this Commitment Transfer Supplement is being executed and delivered in accordance with Section 16.3 of the Revolving Credit and
Security Agreement dated as of August 22, 2014 (as from time to time amended, supplemented or otherwise modified in accordance
with the terms thereof, the “Credit Agreement”) among ION GEOPHYSICAL CORPORATION, a Delaware corporation (“Geophysical”),
ION EXPLORATION PRODUCTS (U.S.A.) INC., a Delaware corporation (“Exploration”), I/O MARINE SYSTEMS, INC., a Louisiana corporation (“Marine”), and GX TECHNOLOGY CORPORATION,
a Texas corporation (“GXT”), and GX GEOSCIENCE CORPORATION, S. DE R.L. DE C.V., a Sociedad de Responsibilidad Limitada
de Capital Variable organized under the laws of Mexico (“GX Mexico” and, together with Geophysical, Exploration,
Marine, GXT and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers”, and
each a “Borrower”), the financial institutions which are now or which hereafter become a party thereto (collectively,
the “Lenders” and each individually, a “Lender”) and PNC, as agent for Lenders (PNC, in such capacity,
the “Agent”):


 


WHEREAS,
each Purchasing Lender wishes to become a Lender party to the Credit Agreement; and


 


WHEREAS,
the Transferor Lender is selling and assigning to each Purchasing Lender, rights, obligations and commitments under the Credit
Agreement;


 


NOW, THEREFORE, the parties hereto hereby
agree as follows:


 


1.             All capitalized terms used herein which are not defined shall have the meanings given to them in the Credit Agreement.


 


2.             Upon
receipt by the Agent of four counterparts of this Commitment Transfer Supplement, to each of which is attached a fully
completed Schedule I, and each of which has been executed by the Purchasing Lender, Transferor Lender and Agent (and,
provided (i) no Event of Default has occurred and is then continuing and (ii) Purchasing Lender does not qualify as a
Permitted Assignee (as defined in the Credit Agreement), Borrowing Agent), Agent will transmit to Transferor Lender and each
Purchasing Lender a Transfer Effective Notice, substantially in the form of Schedule II to this Commitment Transfer
Supplement (a “Transfer Effective Notice”). Such Transfer Effective Notice shall set forth, inter alia, the date
on which the transfer effected by this Commitment Transfer Supplement shall become effective (the “Transfer Effective
Date”), which date shall not be earlier than the first Business Day following the date such Transfer Effective Notice
is received. From and after the Transfer Effective Date, each Purchasing Lender shall be a Lender party to the Credit
Agreement for all purposes thereof.




    


     


    



3.            At or before 12:00 Noon (New York City time) on the Transfer Effective Date, each Purchasing Lender shall pay to Transferor
Lender, in immediately available funds, an amount equal to the purchase price, as agreed between Transferor Lender and such Purchasing
Lender (the “Purchase Price”), of the portion of the Advances being purchased by such Purchasing Lender (such Purchasing
Lender’s “Purchased Percentage”) of the outstanding Advances and other amounts owing to the Transferor Lender under
the Credit Agreement and the Notes. Effective upon receipt by Transferor Lender of the Purchase Price from a Purchasing Lender,
Transferor Lender hereby irrevocably sells assigns and transfers to such Purchasing Lender, without recourse, representation or
warranty, and each Purchasing Lender hereby irrevocably purchases, takes and assumes from Transferor Lender, such Purchasing Lender’s
Purchased Percentage of the Advances and other amounts owing to the Transferor Lender under the Credit Agreement and the Notes
together with all instruments, documents and collateral security pertaining thereto.


 


4.            Transferor Lender has made arrangements with each Purchasing Lender with respect to (i) the portion, if any, to be paid,
and the date or dates for payment, by Transferor Lender to such Purchasing Lender of any fees heretofore received by Transferor
Lender pursuant to the Credit Agreement prior to the Transfer Effective Date and (ii) the portion, if any, to be paid, and the
date or dates for payment, by such Purchasing Lender to Transferor Lender of fees or interest received by such Purchasing Lender
pursuant to the Credit Agreement from and after the Transfer Effective Date.


 


5.            (i) All principal payments that would otherwise be payable from and after the Transfer Effective Date to or for the account
of Transferor Lender pursuant to the Credit Agreement and the Notes shall, instead, be payable to or for the account of Transferor
Lender and Purchasing Lender, as the case may be, in accordance with their respective interests as reflected in this Commitment
Transfer Supplement.


 


(ii)
All interest, fees and other amounts that would otherwise accrue for the account of Transferor Lender from and after the Transfer
Effective Date pursuant to the Credit Agreement and the Notes shall, instead, accrue for the account of, and be payable to. Transferor
Lender and Purchasing Lender, as the case may be, in accordance with their respective interests as reflected in this Commitment
Transfer Supplement. In the event that any amount of interest, fees or other amounts accruing prior to the Transfer Effective Date
was included in the Purchase Price paid by any Purchasing Lender, Transferor Lender and each Purchasing Lender will make appropriate
arrangements for payment by Transferor Lender to such Purchasing Lender of such amount upon receipt thereof from Borrowers.


 


6.            Concurrently with the execution and delivery hereof. Transferor Lender will provide to each Purchasing Lender conformed
copies of the Credit Agreement and all related documents delivered to Transferor Lender.






     169


     


    




7.             Each of the parties to this Commitment Transfer Supplement agrees that at any time and from time to time upon the written
request of any other party, it will execute and deliver such further documents and do such further acts and things as such other
party may reasonably request in order to effect the purposes of this Commitment Transfer Supplement.


 


8.             By executing and delivering this Commitment Transfer Supplement, Transferor Lender and each Purchasing Lender confirm to
and agree with each other and Agent and Lenders as follows: (i) other than the representation and warranty that it is the legal
and beneficial owner of the interest being assigned hereby free and clear of any adverse claim. Transferor Lender makes no representation
or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection
with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, the Notes or any other instrument or document furnished pursuant thereto; (ii) Transferor Lender makes no representation
or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance
by Borrowers of any of their Obligations under the Credit Agreement, the Notes or any other instrument or document furnished pursuant
hereto; (iii) each Purchasing Lender confirms that it has received a copy of the Credit Agreement, together with copies of such
financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Commitment Transfer Supplement; (iv) each Purchasing Lender will, independently and without reliance
upon Agent, Transferor Lender or any other Lenders and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (v) each Purchasing
Lender appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement
as are delegated to the Agent by the terms thereof; (vi) each Purchasing Lender hereby appoints and authorizes Agent to take such
action as agent on its behalf and to exercise such powers under the Credit Agreement and the Other Documents as are delegated to
Agent by the terms thereof; (vii) each Purchasing Lender agrees that it will perform all of its respective obligations as set forth
in the Credit Agreement to be performed by each as a Lender; and (viii) each Purchasing Lender represents and warrants to Transferor
Lender, Lenders, Agent and Borrowers that it is either (a) entitled to the benefits of an income tax treaty with the United States
of America that provides for an exemption from the United States withholding tax on interest and other payments made by Borrowers
under the Credit Agreement and the Other Documents or (b) is engaged in trade or business within the United States of America.


 


9.             Schedule I hereto sets forth the revised Commitment Percentages of Transferor Lender and the Commitment Percentage of each
Purchasing Lender as well as administrative information with respect to each Purchasing Lender.


 


10.           This Commitment Transfer Supplement shall be governed by, and construed in accordance with, the laws of the State of New
York.


 


[Signature Page Follows]






     170


     


    




IN
WITNESS WHEREOF, the parties hereto have caused this Commitment Transfer Supplement to be executed by their respective duly
authorized officers on the date set forth above.


 


 





	 	as Transferor Lender



 


	 	By:	 






	 	Name:	 






	 	Title:	 



 


 





	 	as a Purchasing Lender



 


	 	By:	 






	 	Name:	 






	 	Title:	 



 





	 	PNC BANK, NATIONAL ASSOCIATION as Agent



 


	 	By:	 






	 	Name:	 






	 	Title:	 



 


Agreed, in accordance Section 16.3(c) of the
Credit Agreement:1


 


ION GEOPHYSICAL CORPORATION,





as Borrowing Agent











 


	By:	 	 






	Name:	 	 






	Title:	 	 



 


1 Borrower’s signature block
should only be included if Borrower’s consent is required under Section 16.3(c).