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Exhibit 10.13    
    



	PREFERRED FLEET MORTGAGE	 	 	 	UNITED STATES OF AMERICA
	

GLOBAL GEOPHYSICAL SERVICES, INC.	
 	

 	
 	

STATE OF TEXAS
	3535 Briarpark, Suite 200	 	 	 	 
	Houston, Texas 77042	 	 	 	COUNTY OF HARRIS
	

TO	
 	

 	
 	

 
	

GUGGENHEIM CORPORATE FUNDING LLC	
 	

 	
 	

 
	As Administrative Agent	 	 	 	 
	135 East 57th Street	 	 	 	 
	New York, New York 10022	 	 	 	 





        THIS
PREFERRED FLEET MORTGAGE, on the Vessel hereinafter named and described, which is dated May 18, 2006 in the amount of SIXTY MILLION AND NO/100 ($60,000,000.00) DOLLARS plus
interest, and made by Global Geophysical Services, Inc., a Delaware corporation hereinafter called "Mortgagor" and referred to in the neuter, singular without regard to gender or number) to
Guggenheim Corporate Funding LLC (hereinafter called "Mortgagee" and referred to in the neuter, singular without regard to gender or number); 


 
 

W I T N E S S E T H:    
    


        WHEREAS, Mortgagor is the sole owner of the Vessel hereinafter named and described and is justly and truly indebted unto Mortgagee in the sum of SIXTY MILLION AND
NO/100 ($60,000,000.00) DOLLARS plus interest from date and in evidence thereof has executed its certain promissory note or notes and a term loan agreement dated at Houston, Texas on the
18th day of May, 2006 ("Documents"), due and payable in the amounts and upon the terms and conditions therein recited, to the order of payee therein named, with interest as in said note
or notes provided, which said note or notes being in the following words and figures, to-wit: 


See
Exhibit 1 


and
has agreed to give this Mortgage in order to secure said indebtedness and the Documents evidencing the same and has authorized and directed the execution and delivery hereof. 


        NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, and to secure the indebtedness and the
Documents hereinabove referred to and the performance of all covenants therein and herein contained, Mortgagor, by these presents, mortgages and conveys unto Mortgagee, its heirs, executors,
administrators, successors, or assigns, the whole of the Vessel named below and further described in its last marine document issued and identified as follows: 



	Type
 
	 	Name
	 	Official Number
	 	Tonnage Gross

	M/V	 	JAMES H. SCOTT	 	1172960	 	73





together
with all auxiliaries, tackle, apparel, accessories and appurtenances, and additional renewals, improvements and replacements now or hereafter belonging thereto, whether or not removed
therefrom, all bunkers, lube oil or other supplies and all freights, sub-freights or charter hire, all of which shall be deemed to be included in the term "Vessel" herein. 


        TO
HAVE AND TO HOLD all and singular the above described Vessel unto Mortgagee, its heirs, executors, administrators, successors or assigns forever. 


        Provided,
however, that if Mortgagor, its heirs, executors, administrators, successors or assigns, shall pay the aforesaid indebtedness and the Documents evidencing the same and shall
perform and observe all and singular the terms, covenants and agreements contained in said Documents and in this 










Mortgage,
then this Mortgage shall cease; otherwise it shall remain in full force and effect. Mortgagor agrees to perform and to observe the terms, covenants and agreements contained in said
Documents, and in this Mortgage and to hold the Vessel subject thereto. 


        Nothing
herein shall be deemed or construed to subject to the lien hereof other than a Vessel eligible for registration under the laws of United States. 


        The
terms and conditions of this Mortgage are as follows: 


 
 

ARTICLE I.
  Particular Covenants of Mortgagor.    
    



        1.     Mortgagor
shall pay the indebtedness evidenced by the Documents secured by the Mortgage and interest thereon and will observe, perform and comply with all the covenants,
terms and conditions herein and in the said Documents, expressed, or implied, on its part to be observed, performed, or complied with. 


        2.     Mortgagor
is and shall continue to be a citizen of the United States entitled to own and operate the Vessel under its marine documents, which Mortgagor shall maintain in
full force and effect; and all action necessary for the execution, delivery and validity hereof and of said Documents has been duly taken. Mortgagor shall not remove the Vessel from United States of
America waters during the term of this Mortgage. 


        3.     Mortgagor
lawfully owns and possesses the Vessel free of all prior or competing liens and encumbrances whatsoever, and shall warrant and defend title to and possession of
all and every part thereof for the benefit of Mortgagee against all persons whomsoever except as permitted by the Documents. 


        4.     Mortgagor
shall comply with and not permit the Vessel to be operated contrary to any provision of the laws, treaties, conventions, rules, regulations or orders of the
United States of America and/or any other jurisdiction wherein operated, and/or of any department or agency thereof, and shall not remove the Vessel from the limits of the United States without the
prior written consent of Mortgagee. Mortgagor shall do everything necessary to establish and maintain this mortgage as a Preferred Ship Mortgage on the Vessel and shall maintain in the documentation
of the Vessel as a Vessel of the United States of America or the port of documentation without the prior written consent of Mortgagee. 


        5.     Neither
the Mortgagor nor the Master of the Vessel, or any one acting in their behalf, has or shall have any right, power, or authority to create, incur or permit to be
placed or imposed or continued upon the Vessel any lien whatsoever which would or might be prior to or on a parity with or which might impair the lien of this Mortgage, other than to secure the
Mortgagee, its heirs, executors, administrators, successors or assigns, and liens for damages arising out of tort, stevedores' and crews' wages, salvage and general average except as permitted by the
Documents. 


        6.     Mortgagor
shall pay and discharge when due and payable from time to time, all taxes, assessments, governmental charges, fines and penalties lawfully imposed upon the
Vessel, and upon any income therefrom except as permitted by the Documents. However, the right of Mortgagor to contest the validity of any claim contemplated by this Section 6 or the Documents
shall in no event be construed as permitting any libel, attachment, or other seizure of the Vessel under process or color of legal authority to remain undissolved or undischarged, or in any respect
modify or alter any obligation of Mortgagor under Section 8 of this Article I. 


        7.     Mortgagor
will place, and until this Mortgage has been discharged of record will retain, a properly certified copy of this Mortgage on board the Vessel with its papers
and will cause such certified copy and such papers to be exhibited to any and all persons having business with the Vessel which might give rise to any lien thereon other than liens for damages arising
out of tort, stevedores' and crews' wages, salvage and general average. 










        8.     If,
notwithstanding the limitation against creating liens against the Vessel, it shall be libeled, attached, detained, seized or levied upon or taken into custody under
process or under color of any authority, Mortgagor shall immediately notify Mortgagee by telegram, confirmed by letter, and promptly discharge or release the Vessel therefrom, and in any event within
fifteen (15) days after such libel, attachment, detention, seizure, levy or taking into custody; provided, however, if Owner or any charterer of the Vessel shall invoke the benefits of any
applicable limitation of liability statutes, providing for the limitation of the liability of ship owners, then and in that event the release and discharge of the Vessel shall be effected within
twenty (20) days from the date of the Order of the applicable court for the payment into the Registry of the Court or for the giving of a stipulation for the payment into the Registry of the
Court of the amount of the value of petitioner's interest in the Vessel and her pending freight, if any; and provided further that in any such proceeding to limit liability, the Vessel shall not be
surrendered or offered to be surrendered to a trustee without the prior written consent of Mortgagee. 


        9.     Mortgagor
shall at all times afford Mortgagee complete opportunity to inspect the Vessel and its cargoes and papers; and shall certify upon Mortgagee's request, but not
more frequently than monthly, that all wages and all other claims whatsoever, which might have given rise to a lien upon the Vessel, have been paid. 


        10.   Except
as otherwise provided herein or in the Documents Mortgagor shall not, without the prior written consent of Mortgagee, which consent shall not be unreasonably
withheld, sell or mortgage the Vessel or any interest therein to any persons whomsoever, or charter the Vessel except to persons entitled by law to operate same for uses lawful for a United States
Vessel and then only provided the insurance thereon as required by Section 12 of this Article I be unaffected thereby or adequately replaced. 



        11.   From
time to time Mortgagor shall execute and deliver such other and further instruments and assurances as in the opinion of Mortgagee's counsel may be required to
subject the Vessel more effectually to the lien hereof; to maintain and effectuate this mortgage as a First Preferred Ship Mortgage on the Vessel; and for operation of the Vessel by Mortgagee, as
herein provided, and to effectuate sales as provided in Paragraph (c) of Section 6 of Article II hereinafter. 


        12.   (a)
So long as the Documents secured hereby remain outstanding or there remains any amount due, payment whereof is secured by the lien of this Mortgage, Mortgagor, at
its own expense or at the expense of any charterer, shall keep the Vessel insured for an amount not less than its full insurable value, provided however, that the aggregate amount of such insurance in
respect of the Vessel shall never be less than the aggregate outstanding principal amount of the Documents secured hereby, against the risks of fire, explosion and marine perils (including without
limitation a collision or Four-Fourths Running Down Clause and Inchmaree Clause and against all other risks customarily insured on Vessel of this type and size, including but not limited
to strikes, riots and civil commotion coverage, and in the amount of $5,000,000.00, including excess P. & I. coverage against the P. & I. risks customarily covered. Mortgagor may
eliminate from the Hull and P. & I. insurances any risks ordinarily covered thereunder, provided that it insures such risks under a separate or different form of policy; and the P. & I.
insurance as to coverage of Mortgagor's employees, if any, may be excess insurance over any Employer's Liability and/or Voluntary Workmen's Compensation Insurance if provided by Mortgagee. Where the
valuation of the Vessel in any policy of insurance required hereunder may be pertinent, such valuation shall not exceed the amount insured thereby, and policy franchises or deductible averages shall
not exceed the sum of $100,000.00 as to each loss covered by hull insurance and $100,000.00 as to each loss covered by P. & I. insurance. Excess liability, increased value, disbursements and
other forms of total loss insurance, in such amounts as marine underwriters may allow, may be carried as part of the total amount of the hull insurance required hereunder. 



        (b)   Mortgagor
shall select its own insurance brokers (unless such brokers be unsatisfactory to Mortgagee) and all such insurances shall be effected by Mortgagor through such
brokers on policy forms approved by Mortgagee and in companies in good standing and satisfactory to Mortgagee. 










Certificates
for all insurance herein provided for and receipts for the payment of the premiums thereon shall be delivered to Mortgagee. 


        (c)   All
insurances and the policies evidencing the same shall, with regard to the Vessel, by their terms be taken out in the joint names of Mortgagor and Mortgagee and shall
by their terms be payable to them as their respective interests may appear. The interest of Mortgagee is hereby declared to be the unpaid balance of the principal and interest of the Documents
outstanding and any unpaid amounts secured by the lien of this Mortgage, and in the event of a total loss of the Vessel, actual or constructive, as constructive total loss is defined in the policies
of insurance procured hereunder, Mortgagee shall be paid first the amount of its interest in such insurance with preference to and priority over Mortgagor and any person claiming under or from
Mortgagor, and any balance shall be paid to Mortgagor. If such a total loss of the Vessel shall occur, Mortgagor and Mortgagee shall join in a payment order directing the interested underwriter to pay
the proceeds of the insurance applicable to such total loss in the manner herein provided. The proceeds of all other insurance shall be paid to Mortgagor and Mortgagee jointly, but in any event and
whether or not Mortgagor be in default under this Mortgage, Mortgagee shall make available to Mortgagor by an appropriate payment order directed to the interested underwriter the proceeds of all
insurance to pay any outstanding bill for repairing the Vessel and/or outstanding third party claim, provided that Mortgagor pay the amount of the deductible; or to reimburse Mortgagor in whole or in
part for any expenditures Mortgagor may have made for repairing the Vessel and/or to pay any third party claim, but Mortgagee, as a condition precedent to such reimbursement of Mortgagor, may require
Mortgagor to furnish Mortgagee with receipted bills or waivers of liens against the Vessel for repairing the Vessel and/or waivers of liens or appropriate releases for the third party claims, or in
either event to furnish or pay the applicable deductible average. Should Mortgagor not effect repairs to the Vessel or pay third party claims, or in either event furnish and/or pay the deductible,
then Mortgagee shall be entitled to receive the proceeds of any insurance applicable to such loss and upon payment shall credit the net proceeds of any insurance as provided in Section 8 of
Article II hereinafter. 


        (d)   Mortgagor
warrants that it will maintain all such insurance unimpaired by any act, breach of warranty or otherwise, and that it will not be guilty of or permit any act
of omission or commission which will in any way invalidate, void or suspend any insurance herein provided to be maintained. Each policy of insurance required to be maintained by Mortgagor hereunder
shall be endorsed with the undertaking of the insurance company or underwriters issuing such policy to the effect that such policy shall not lapse, expire, terminate or be canceled for any reason
whatsoever without at least ten (10) days prior written or telegraphic notice to Mortgagee. Mortgagor shall, within a reasonable period of time, pay for any material loss of or damage to the
Vessel by any cause whatsoever, and shall discharge or obtain the release of any third party claims whatsoever which would constitute a material prior or competing lien against the Vessel, not covered
by insurance or for which no reimbursement or incomplete reimbursement is secured from the insurance. 


        13.   Mortgagor
shall, except as permitted by the Documents, at its own expense, insofar as is practicable and material, perform all ordinary maintenance on the Vessel and
make all proper renewals and replacements necessitated by wear, tear, normal depreciation and casualty. In the event of material damage to the Vessel less than a total loss, actual or constructive, as
constructive total loss is defined in the policy or policies of hull insurance procured hereunder, Mortgagor shall make and pay for the repairs necessitated thereby, and in that event Mortgagor shall
pay the amount of the deductible average provided in the insurance, and whether or not Mortgagor be in default under the terms of this Mortgage, Mortgagor shall be entitled to receive the proceeds of
insurance applicable to the repaired damage in the manner provided in Section 12(c) hereinabove; and if Mortgagor does not make such repairs, Mortgagor nevertheless shall remain bound for the
amount of the deductible average provided in such insurance. Mortgagor will not make or permit to be made any substantial change in the structure or type of the Vessel or change in the rig of the
Vessel. 


        14.   The
Mortgagor shall place, and at all times and places will retain, a properly certified copy of this Mortgage on board the Vessel and will cause such certified copy and
the Vessel's marine documents to be exhibited to any and all persons having business therewith which might give rise to 








any
lien thereon (other than Permitted Maritime Liens), and to any representatives of the Mortgagee; and will place and keep prominently displayed in the chart room and in the Master's cabin of said
Vessel a framed printed notice reading as follows: 


 
 

NOTICE OF MORTGAGE    
    



        THIS
VESSEL IS COVERED BY A PREFERRED MORTGAGE IN FAVOR OF GUGGENHEIM CORPORATE FUNDING, LLC, AS THE ADMINISTRATIVE AGENT (THE "MORTGAGEE"), UNDER AUTHORITY OF CHAPTER 313, TITLE 46 OF
THE UNITED STATES CODE. UNDER THE TERMS OF SAID MORTGAGE, NEITHER THE OWNER, ANY CHARTERER, THE MASTER OF THIS VESSEL NOR ANY OTHER PERSON HAS ANY RIGHT, POWER OR AUTHORITY TO CREATE, INCUR OR PERMIT
TO BE PLACED OR IMPOSED UPON THIS VESSEL ANY LIEN WHATSOEVER OTHER THAN THE LIENS OF THE AFORESAID MORTGAGE AND LIENS FOR CREW WAGES, GENERAL AVERAGE AND SALVAGE. 



 
 

ARTICLE II.
  Events of Default and Remedies of Mortgagee.    
    


        l.      In
the event that Mortgagor fails to procure and/or maintain insurance, as provided in Section 12 of Article I hereinabove, Mortgagee may, at its option,
without any obligation so to do, and without waiver of any of its rights hereunder, procure such insurance as it deems necessary to protect its security and the cost of the same shall be charged
against Mortgagor and be promptly repaid to Mortgagee with interest thereon at the same rate as is provided upon the principal amount of this Mortgage, and such insurance costs and the interest
thereon shall constitute a debt secured by the lien of this Mortgage. Within fifteen (15) days after any procurement of insurance by Mortgagee under this section, Mortgagee shall give Mortgagor
written notice thereof. 


        2.     In
the event that the Vessel shall be arrested or detained by a Marshal, or other officer of any court of law, equity, or admiralty jurisdiction, or by governmental or
other authority, on a claim for which Mortgagor is alleged to be liable, and shall not be released from arrest or detention as and within the time prescribed by the provisions of Section 8 of
Article I hereinabove, Mortgagor hereby authorizes and empowers Mortgagee, by its duly appointed representative, in the name of Mortgagor, or its heirs, executors, administrators, successors,
or assigns, to apply for, claim and receive, or take possession of the Vessel with all rights and powers Mortgagor, its heirs, executors, administrators, successors or assigns, might have, possess,
and exercise in any such event. The power hereby granted shall be irrevocable and may be exercised not only by said representatives of Mortgagee, but also by an appointee or appointees of such
representatives, with full power of substitution, to the same extent as if such appointee or appointees had been named as one of the attorneys above named by express designation. Mortgagor also
authorizes and empowers any person duly acting under the provisions of this Section 2 of Article II to appear in the name of Mortgagor, its heirs, executors, administrators, successors
or assigns, in any court where a suit may be pending against Mortgagor, or against the Vessel because of or on account of any alleged lien against the Vessel and from which it has not been released,
and to take such proceedings as such person may deem proper for the defense of such suit and for the release of the Vessel therefrom. All expenditures or liabilities made or incurred by them, or any
of them, in the premises, in good faith, shall be debts due from Mortgagor to Mortgagee, and shall be promptly repaid by Mortgagor to Mortgagee with interest thereon at the same rate as is provided
upon the principal amount of this Mortgage, and shall be secured by the lien of this Mortgage. 


        3.     In
the event Mortgagor fails properly to maintain the Vessel and make proper repairs, renewals and replacements, as required by the provisions of Section 13 of
Article I hereinabove, and such failure shall continue for a period of thirty (30) days after written notice by Mortgagee, Mortgagee may, at its option, without any obligation so to do
and without waiver of any of its rights hereunder, perform such maintenance and make such repairs, renewals and replacements and the cost of the same shall be charged against Mortgagor and be promptly
repaid to Mortgagee with interest thereon at the 










same
rate as is provided upon the principal amount of this Mortgage, and all such expenditures and the interest thereon shall constitute a debt from Mortgagor to Mortgagee secured by the lien of this
Mortgage. 


        4.     The
following events are hereby defined as events of default, that is to say: 


        (a)   Failure
to pay any installment of principal or interest on the Documents secured hereby when due; 


        (b)   Failure
by Mortgagor in the observance of any covenants contained in this Mortgage or the Documents, if such failure shall continue for a period of fifteen
(15) days after written notice by Mortgagee; 



        (c)   The
Mortgagor shall remove or attempt to remove the Vessel beyond the trading limits as set forth in the policies of insurance referenced in Section 12 of
Article 1 hereof; or shall abandon the Vessel in a foreign port. 


        5.     In
case of the happening of an event of default specified in Section 4 of this Article II and its continuance for the period, if any, specified with
reference thereto in said section, then and in each and every such case, such default subsisting, Mortgagee: 



        (a)   May
declare the principal of the Documents secured hereby with the interest thereon and any sums and debts secured by the lien of this Mortgage with the interest thereon
to then become due and payable forthwith; 


        (b)   May
take the Vessel without legal process wherever it may be and Mortgagor, or other person in possession, shall forthwith surrender possession of the Vessel to
Mortgagee, upon demand; Mortgagee then shall take or may hold, lay up, lease, operate, manage and control or otherwise use the Vessel in any service and trade for which the Vessel is suited by virtue
of the Vessel's design and construction as Mortgagee may elect, provided that such service and trade is in accordance with the laws and regulations applicable, and may insure the Vessel and make all
necessary or proper repairs and useful alterations, additions, betterments and improvements thereto as to it may seem judicious, and shall be entitled to collect and receive all tolls, earnings,
income, rents, issues and profits of, or arising out of the operation or management of the Vessel and after deducting all expenses of operation and/or repairs, maintenance, alterations, additions,
betterments and improvements and all payments for taxes, insurance, as well as just and reasonable compensation for its own services, and for all its agents, attorneys and employees, Mortgagee shall
apply the net money arising, as aforesaid, as provided by Section 6 of this Article II; 


        (c)   May
take the Vessel without legal process wherever she may be and Mortgagor or other person in possession shall forthwith surrender possession of the Vessel upon demand
of Mortgagee and Mortgagee may sell the Vessel at public sale, free from any and all claims of or by Mortgagor in law, in equity, in admiralty or by statute, which sale shall be made at a time and
place and upon such notice as may be required by law; if not governed by any applicable provisions of law, such sale shall be made at such time and place as Mortgagee may fix, after notice of the
time, place and terms of said sale, together with a description of the property to be sold, has been published, after notice has been mailed to Mortgagor, for six (6) consecutive days (except
Sunday) preceding the date for such sale, in a newspaper printed in the English language and customarily published on each business day and of general circulation in Harris County, and in a newspaper
published in the county or parish in which the place of sale is located if other than the said county; Mortgagee and its heirs, executors, administrators, successors or assigns hereby are appointed
the true and lawful attorneys irrevocable of Mortgagor in its name and stead to make all necessary transfers of property thus sold, and for the purpose it or they will execute all necessary
instruments of assignment and transfer, Mortgagor hereby ratifying and confirming all that its said attorneys shall lawfully do by virtue hereof; 


        (d)   May
proceed to protect and enforce its rights under this Mortgage, including all rights and remedies arising by reason of the applicable law of the forum, by suit or
suits in equity or actions at law, or by suit in admiralty in rem or in personam, whether for specific performance or for the 











enforcement
of any covenant or agreement contained herein or for any foreclosure hereunder or for the enforcement of any proper legal or equitable remedy or remedy in admiralty as Mortgagee, being
advised by counsel, shall deem most effectual to protect and enforce the rights aforesaid; in connection with any such proceeding Mortgagee shall be entitled, as a matter of right, to the appointment
of a receiver of the mortgaged property and tolls, rents, income, revenues, profits and earnings thereof; 


        Mortgagee
as a condition precedent to exercising the power of sale hereby granted or seeking to sell the mortgaged property, pursuant to judicial proceedings, shall, except as otherwise
provided herein, be required to give Mortgagor any notice declaring the principal of the Documents secured by the lien of this Mortgage to be due and payable immediately; 


        (e)   May
proceed personally against Mortgagor in any court of competent jurisdiction to recover, with interest thereon at the same rate as is provided upon the principal
amount of this Mortgage, and damages which Mortgagee may sustain by reason of any infraction by Mortgagor of any obligations contained in Sections l to 13 inclusive of Article I hereinabove. 


        Each
and every power or remedy herein conferred on Mortgagee shall be cumulative and in addition to all other powers or remedies now or hereafter existing in admiralty, in equity, in law
or by statute and may be exercised as often as may be deemed expedient by Mortgagee. No delay or omission by Mortgagee shall impair any right, power or remedy and no waiver of any default shall waive
any other default. 


        6.     If
at any time after one or more events of default enumerated in Section 4 of this Article II shall have occurred and before the Vessel shall have been sold
pursuant to any provision of this Article II (whether or not proceedings for foreclosure shall have been commenced and/or prosecuted in any Court) Mortgagor shall make good such default or
defaults, including without limitation, payment of any past due installment of principal and interest on the Documents secured by the lien of this Mortgage, and reimbursement of any advances and
expenditures made by Mortgagee in accordance with the provisions of Sections l, 2 and 3 of this Article II, with interest thereon, then and in every such case Mortgagee shall waive such default
or defaults and its or their consequences and shall rescind any action theretofore taken by it, including without limitation, the acceleration of payment of the Documents secured by this Mortgage; but
no such waiver shall extend to or affect any subsequent default or impair any right consequent thereon. 


        7.     The
net proceeds of any judicial or other sale, of any charter, managements or other use of the Vessel by Mortgagee, of any claim for damages to the Vessel and of any
insurance received by Mortgagee (except to the extent that such insurance proceeds are to be paid to Mortgagor in accordance with any provisions of this Mortgage) shall be applied as follows: 


First:
To the payment of all attorney's fees, court costs, and other expenses due or incurred or which may have been paid by Mortgagee for the collection of any unpaid principal of the Documents and
the accrued interest thereon secured by the lien of this Mortgage; 


Second:
To the payment of the whole amount then owing and unpaid upon the Documents for principal and accrued interest thereon and, in case such proceeds shall be insufficient to pay the whole amount
so due and unpaid, then to the payment of such principal and interest without preference or priority of principal over interest or of interest over principal or of any installment of interest or
principal over any other installment of interest or principal, ratably to the aggregate of such unpaid principal and the accrued and unpaid interest; 


Third:
To the payment of any claim or the balance of any claim which Mortgagee may have for reimbursement for advances or expenditures, with interest thereon at the same rate as is provided upon the
principal amount of this Mortgage, which Mortgagee has made under the provisions of Sections l, 2 and 3 of this Article II, and for any infraction by Mortgagor of Sections l to 13 inclusive, of
Article I hereinabove. 


Fourth:
To the payment of any surplus thereafter remaining to Mortgagor or to whomsoever may be entitled thereto. 










        Should
there not be any funds or insufficient funds to liquidate all valid claims of Mortgagee, then Mortgagor shall remain bound to Mortgagee for any unpaid amount or balance due and
shall be liable to pay said amount to Mortgagee with interest thereon as provided upon the principal amount of this Mortgage but, if after payment in full, any amount remains, it shall be paid to
Mortgagor. 


        8.     Mortgagor
shall not at any time insist upon or plead or in any manner whatever claim or take the benefit or advantages of any stay or extension, valuation or appraisement
law for the purpose of preventing or hindering the enforcement or foreclosure of this Mortgage, and it covenants that it will not hinder, delay or impede the execution of any power herein granted and
delegated to Mortgagee, but that it will suffer and permit the execution of every such power as though no such law or laws had been made or enacted, nor after any sale or sales will it claim or
exercise any right under any statute or otherwise to redeem the property so sold or any part thereof. 


 
 

ARTICLE III.
  Possession until Default.    
    


        Until an event of default shall have happened and shall have continued for the time, if any, specified with reference thereto in Article III hereinabove,
Mortgagee shall permit Mortgagor and Mortgagor shall have the right to possess, use, manage, operate and enjoy the Vessel and to take, collect and receive, and use the freights, issues, rents, income
and profits thereof and apply the same to all legitimate uses. 


 
 

ARTICLE IV.
  Information for Endorsement of Mortgage.    
    


        Although it is not intended that this Mortgage include any property other than the Vessel, if any determination is made at any time for any reason that this
Mortgage does include any property other than a "Vessel", then such property may be separately discharged by the payment of .01% of the said total amount. 


 
 

ARTICLE V.
  Sundry Provisions.    
    


        l.      All
covenants and agreements of Mortgagor herein contained shall bind Mortgagor, its heirs, executors, successors or administrators or assigns forever, and shall inure to
the benefit or Mortgagee and its heirs, executors, administrators, successors or assigns forever. Following any assignment of this Mortgage, and reference herein to Mortgagee shall be deemed to refer
to the "assignee". 


        2.     Notwithstanding
any contrary statement contained herein regarding the maturity of this Mortgage, it shall remain in full force and effect until, but only until, the
payment in full of the principal and all interest which will become due on the Documents secured by the lien of this Mortgage and the payment of any other sum or debt which may become due pursuant to
the provisions of this Mortgage and which is secured by the lien hereof and until, but only until, the full and final performance of all covenants contained in this Mortgage. 


        3.     Any
notice or demand which by any provision of this Mortgage is required or permitted to be given, delivered or served on Mortgagor may be given, delivered or served by
being deposited, postage prepaid, in a post office letter box addressed (until another address is filed by Mortgagor in writing with Mortgagee for the purpose of this section), as follows: Global
Geophysical Services, Inc., 3535 Briarpark, Suite 200, Houston, Texas 77042. Any notice or demand which by any provision of this Mortgage is required or permitted to be given, delivered or
served on Mortgagee may be given, delivered or served by being deposited, postage prepaid, in a post office letter box addressed (until another address is filed by Mortgagee in writing with Mortgagor
for the purpose of this section) as follows: Guggenheim Corporate Funding, LLC, 135 East 57th Street, New York, New York 10022. 










        4.     If
any provision of this Mortgage, or any obligation, right or remedy created by this Mortgage be declared invalid in any legal proceedings, no other valid obligation,
right or remedy created by this Mortgage shall be affected thereby. 


        5.     This
instrument may, for convenience, be executed in any number of original counterparts, each of which shall be deemed an original and all of which taken together shall
be and constitute one instrument. 


        IN
WITNESS WHEREOF, the Mortgagor has caused this instrument to be executed all as of the day and year first above written. 



	WITNESSES:	 	

	

	
 	

 	
 	

 
	

	
 	


	

 	
 	
By:	
 	

/s/  CRAIG LINDBERG      

	 	 	Its:	 	Senior Vice President
	Sworn to and Subscribed before me this            day of May, 2006	 	 	 	 
	

	
 	

 	
 	

 









 
 

ACKNOWLEDGMENT    
    


STATE
OF TEXAS 


COUNTY
OF HARRIS 


        BE
IT KNOWN that on this            day of May, 2006, before me personally appeared: 


________________________________________________ 


to
me known, who, after being by me duly sworn, did depose and say: 


        That
he
is                        of                 
       which is described in and who executed the within instrument, and that he signed his name to the said instrument and acknowledged the within
instrument at the direction of the Board of Directors of said corporation. 


        IN
TESTIMONY WHEREOF, I have hereto set my hand and seal on this day and year first above written. 



	 	 	
NOTARY PUBLIC













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Exhibit 10.13


W I T N E S S E T H

ARTICLE I. Particular Covenants of Mortgagor.

NOTICE OF MORTGAGE

ARTICLE II. Events of Default and Remedies of Mortgagee.

ARTICLE III. Possession until Default.

ARTICLE IV. Information for Endorsement of Mortgage.

ARTICLE V. Sundry Provisions.

ACKNOWLEDGMENT