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Exhibit 10.15    
    


 
 

GUARANTY AND COLLATERAL AGREEMENT
  
    DATED AS OF
  MAY 18, 2006
  
    MADE BY
  
    GLOBAL GEOPHYSICAL SERVICES, INC.
  AND
  EACH OF THE OTHER OBLIGORS (AS DEFINED HEREIN)


    IN FAVOR OF
  
    GUGGENHEIM CORPORATE FUNDING, LLC,
  AS ADMINISTRATIVE AGENT    
    







 
 
 

TABLE OF CONTENTS    
    



	 
	 	Page

	

ARTICLE I Definitions	
 	

1
	 	
              Section 1.01 Definitions	
 	

1
	 	
              Section 1.02 Other Definitional Provisions	
 	

5
	 	
              Section 1.03 Rules of Interpretation	
 	

5
	

ARTICLE II Guarantee	
 	

5
	 	
              Section 2.01 Guarantee	
 	

5
	 	
              Section 2.02 Right of Contribution	
 	

6
	 	
              Section 2.03 No Subrogation	
 	

6
	 	
              Section 2.04 Guaranty Amendments, Etc. with respect to the Borrower Obligations	
 	

6
	 	
              Section 2.05 Waivers	
 	

7
	 	
              Section 2.06 Guaranty Absolute and Unconditional	
 	

7
	 	
              Section 2.07 Reinstatement	
 	

8
	 	
              Section 2.08 Payments	
 	

8
	

ARTICLE III Grant of Security Interest	
 	

9
	 	
              Section 3.01 Grant of Security Interest	
 	

9
	 	
              Section 3.02 Transfer of Pledged Securities	
 	

9
	

ARTICLE IV Representations and Warranties	
 	

10
	 	
              Section 4.01 Representations in Loan Agreement	
 	

10
	 	
              Section 4.02 Title; No Other Liens	
 	

10
	 	
              Section 4.03 Perfected First Priority Liens	
 	

10
	 	
              Section 4.04 Obligor Information	
 	

10
	 	
              Section 4.05 Pledged Securities	
 	

11
	 	
              Section 4.06 Benefit to the Guarantor	
 	

11
	 	
              Section 4.07 Solvency	
 	

11
	

ARTICLE V Covenants	
 	

11
	 	
              Section 5.01 Covenants in Loan Agreement	
 	

11
	 	
              Section 5.02 Maintenance of Perfected Security Interest; Further Documentation	
 	

12
	 	
              Section 5.03 Changes in Locations, Name, Etc	
 	

12
	 	
              Section 5.04 Pledged Securities	
 	

12
	 	 	 





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ARTICLE VI Remedial Provisions	
 	

14
	 	
              Section 6.01 Code and Other Remedies	
 	

14
	 	
              Section 6.02 Pledged Securities	
 	

15
	 	
              Section 6.03 Private Sales of Pledged Securities	
 	

17
	 	
              Section 6.04 Waiver; Deficiency	
 	

17
	 	
              Section 6.05 Non-Judicial Enforcement	
 	

17
	

ARTICLE VII The Administrative Agent	
 	

17
	 	
              Section 7.01 Administrative Agent's Appointment as Attorney-in-Fact, Etc	
 	

17
	 	
              Section 7.02 Duty of Administrative Agent	
 	

19
	 	
              Section 7.03 Execution of Financing Statements	
 	

19
	 	
              Section 7.04 Authority of Administrative Agent	
 	

19
	

ARTICLE VIII Subordination of Indebtedness	
 	

20
	 	
              Section 8.01 Subordination of All Obligor Claims	
 	

20
	 	
              Section 8.02 Claims in Bankruptcy	
 	

20
	 	
              Section 8.03 Payments Held in Trust	
 	

20
	 	
              Section 8.04 Liens Subordinate	
 	

20
	 	
              Section 8.05 Notation of Records	
 	

21
	

ARTICLE IX Miscellaneous	
 	

21
	 	
              Section 9.01 Waiver	
 	

21
	 	
              Section 9.02 Notices	
 	

21
	 	
              Section 9.03 Payment of Expenses, Indemnities, Etc	
 	

21
	 	
              Section 9.04 Amendments in Writing	
 	

21
	 	
              Section 9.05 Successors and Assigns	
 	

21
	 	
              Section 9.06 Survival; Revival; Reinstatement	
 	

22
	 	
              Section 9.07 Counterparts; Integration; Effectiveness	
 	

22
	 	
              Section 9.08 Severability	
 	

23
	 	
              Section 9.09 Set-Off	
 	

23
	 	
              Section 9.10 Governing Law; Submission to Jurisdiction	
 	

23
	 	
              Section 9.11 Headings	
 	

23
	 	
              Section 9.12 Acknowledgments	
 	

24
	 	
              Section 9.13 Additional Obligors	
 	

24
	 	
              Section 9.14 Releases	
 	

24
	 	
              Section 9.15 Acceptance	
 	

25




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SCHEDULES:



	1
	Notice
Addresses of Obligors 
	2
	Description
of Pledged Securities 
	3
	Filings
and Other Actions Required to Perfect Security Interests 
	4
	Location
of Jurisdiction of Organization and Chief Executive Office 



ANNEXES: 


	I
	Form
of Assumption Agreement 
	II
	Form
of Supplement 


iii











        This GUARANTY AND COLLATERAL AGREEMENT, dated as of May 18, 2006, is made by Global Geophysical Services, Inc., a Delaware corporation qualified to do business in Texas as
"GGS Seismic, Inc." ("Borrower") (the Borrower, together with any other Subsidiary of the Borrower that becomes a party hereto from time to time
after the date hereof, the "Obligors"), in favor of Guggenheim Corporate Funding, LLC, as administrative agent (in such capacity, together with its
successors in such capacity, the "Administrative Agent"), for the lenders (the "Lenders") from time to
time parties to the Term Loan Agreement, dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Loan
Agreement"), among the Borrower, the Lenders and the Administrative Agent. 


R E C I T A L S  


        A. The Borrower has requested that the Lenders provide certain loans to and extensions of credit to the Borrower. 



        B.
The Lenders have agreed to make such loans and extensions of credit subject to the terms and conditions of the Loan Agreement. 


        C.
It is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Loan Agreement that the Obligors shall have
executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Lenders. 


        D.
NOW, THEREFORE, in consideration of the premises herein and to induce the Administrative Agent and the Lenders to enter into the Loan Agreement and to induce the Lenders to make their
respective extensions of credit to the Borrower thereunder, each Obligor hereby agrees with the Administrative Agent, for the ratable benefit of the Lenders, as follows: 


 
 

ARTICLE I
  Definitions    
    


        Section 1.01 Definitions. 



        (a)   Unless
otherwise defined herein, terms defined in the Loan Agreement and used herein have the meanings given to them in the Loan Agreement, and all capitalized terms
that are defined in the UCC on the date hereof are used herein as so defined. 


        (b)   The
following terms have the following meanings: 




        "Agreement" means this Guaranty and Collateral Agreement, as the same may be amended, restated, supplemented or otherwise modified from
time to time. 


        "Assumption Agreement" means an Assumption Agreement substantially in the form attached hereto as Annex I. 



        "Bankruptcy Code" means title 11, United States Code, as amended from time to time. 


        "Borrower Obligations" means the collective reference to the payment and performance of all Indebtedness and all obligations of the
Borrower and its Domestic Subsidiaries under the Guaranteed Documents, including, without limitation, the unpaid principal of and interest on the Loans and all other obligations and liabilities of the
Borrower and its Domestic Subsidiaries (including, without limitation, interest accruing at the then applicable rate provided in the Loan Agreement after the maturity of the Loans and interest
accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) to the Guaranteed Creditors, whether direct or indirect, absolute or contingent, due or to become due, or
now existing or hereafter incurred, which may arise under, out of, or in connection with, the Guaranteed Documents, whether on account of principal, interest, reimbursement obligations, payments in
respect of an early termination date, fees, indemnities, costs, expenses or otherwise (including, without limitation, all 







 



reasonable
fees and disbursements of counsel to the Guaranteed Creditors that are required to be paid by the Borrower pursuant to the terms of any Guaranteed Documents). 


        "Collateral" has the meaning assigned such term in Section 3.01.


        "Commitments" means the Term Loan Commitments. 


        "Domestic Subsidiaries" means each Subsidiary organized under the laws of a state in the United States. 



        "Environmental Laws" means any and all Governmental Requirements pertaining to health or the environment in effect in any and all
jurisdictions in which the Borrower or any Subsidiary is conducting or at any time has conducted business, or where any Property of the Borrower or any Subsidiary is located, including without
limitation, the Oil Pollution Act of 1990 ("OPA"), the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980 ("CERCLA"), as amended, the Federal
Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976 ("RCRA"), as amended, the Safe Drinking Water
Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, and other
environmental conservation or protection laws. The term "oil" has the meaning specified in OPA, the terms "hazardous substance" and "release" (or "threatened release") have the meanings specified in
CERCLA, and the terms "solid waste" and "disposal" (or "disposed") have the meanings specified in RCRA; provided, however, that (i) in the event either OPA, CERCLA or RCRA is amended so as to
broaden the meaning of any term defined thereby, such broader meaning applies subsequent to the effective date of such amendment and (ii) to the extent the laws of the state in which any
Property of the Borrower or any Subsidiary is located establish a meaning for "oil," "hazardous substance," "release," "solid waste" or "disposal" which is broader than that specified in either OPA,
CERCLA or RCRA, such broader meaning applies. 


        "Equity Interests" means, with respect to any Person, without duplication, all of the shares of capital stock of (or other ownership or
profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests
in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the
purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including, without limitation, partnership, member
or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination. 


        "Event of Default" means an Event of Default as defined under the Loan Agreement and a default under this Agreement. 


        "Excluded Taxes" means taxes imposed on Lender's or its Lending Installation's overall net income, and franchise taxes imposed on it, by
(i) the jurisdiction under the laws of which Lender is incorporated or organized or (ii) the jurisdiction in which Lender's principal executive office or Lender's applicable Lending
Installation is located. 


        "Foreign Subsidiary" means each Subsidiary that is not a Domestic Subsidiary. 


        "Governmental Requirement" means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction,
franchise, permit, certificate, license, authorization or other directive or requirement (whether or not having the force of law), including, without limitation, Environmental Laws, energy regulations
and occupational, safety and health standards or controls, of any Governmental Authority. 


        "Guaranteed Creditors" means the Administrative Agent and each Lender. 


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        "Guaranteed Documents" means the collective reference to this Agreement, the Loan Agreement, the other Loan Documents and any other
document made, delivered or given in connection with any of the foregoing. 


        "Guarantor Obligations" means with respect to any Guarantor, the collective reference to (a) the Borrower Obligations and
(b) all obligations and liabilities of such Guarantor which may arise under or in connection with any Guaranteed Document to which such Guarantor is a party, in each case, whether on account of
principal, interest, guarantee obligations, reimbursement obligations, payments in respect of an early termination date, fees, indemnities, costs, expenses or otherwise (including, without limitation,
all reasonable fees and disbursements of counsel to any Guaranteed Creditor under any Guaranteed Document). 


        "Guarantors" means the collective reference to each Obligor other than the Borrower. 


        "Highest Lawful Rate" means the maximum rate (or, if the context so permits, an amount calculated at such rate) of interest which, at the
time in question, would not cause the interest charged to exceed the maximum amount which Lender would be allowed to contract for, charge, take, reserve or receive under applicable Law after taking
into account, to the extent required by applicable Law, any and all relevant payments or charges under the Loan Documents. 


        "Indebtedness" of a Person means such Person's (i) obligations for borrowed money, (ii) obligations representing the
deferred purchase price of Property or services (other than accounts payable arising in the ordinary course of such Person's business payable on terms customary in the trade),
(iii) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, (iv) obligations
which are evidenced by notes,
acceptances, or other instruments, (v) obligations of such Person to purchase securities or other Property arising out of or in connection with the sale of the same or substantially similar
securities or Property, (vi) Capital Lease Obligations, (vii) obligations with respect to gas imbalances, and (viii) any other obligation for borrowed money or other financial
accommodation which in accordance with GAAP would be shown as a liability on the consolidated balance sheet of such Person. 


        "Issuers" means the collective reference to each issuer of a Pledged Security. 


        "Lending Installation" means the office, branch, subsidiary or affiliate of Lender. 



        "Letter of Credit" means all reimbursement obligations pertaining to any such letters of credit, and "Letter of Credit" means any one of
the Letters of Credit and the reimbursement obligations pertaining thereto. 


        "Letter of Credit Agreements" of a Person means a letter of credit or similar instrument which is issued upon the application of such
Person or upon which such Person is an account party or for which such Person is in any way liable. 


        "Loans" means the Term Loans. 


        "LLC" means, with respect to each Obligor, each limited liability company described or referred to in Schedule 2 in which such
Obligor has an interest. 


        "LLC Agreement" means, with respect to each Obligor, each operating agreement relating to an LLC, as each agreement has heretofore been,
and may hereafter be, amended, restated, supplemented or otherwise modified from time to time. 



        "Obligations" means: (a) in the case of the Borrower, the Borrower Obligations and (b) in the case of each Guarantor, its
Guarantor Obligations. 


        "Obligor" is defined in the first paragraph of this Agreement. 


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        "Obligor Claims" has the meaning assigned to such term in Section 8.01. 



        "Other Taxes" means any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that
arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Document. 


        "Partnership" means, with respect to each Obligor, each partnership described or referred to in Schedule 2 in which such Obligor
has an interest. 


        "Partnership Agreement" means, with respect to each Obligor, each partnership agreement governing a Partnership, as each such agreement
has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified. 


        "Pledged Collateral" means the Pledged LLC Interests, the Pledged Partnership Interests, the Pledged Securities and the Proceeds thereof. 


        "Pledged LLC Interests" means, with respect to each Obligor, all right, title and interest of such Obligor as a member of each LLC and all
right, title and interest of any Obligor in, to and under each LLC Agreement. 



        "Pledged Partnership Interests" means, with respect to each Obligor, all right, title and interest of such Obligor as a limited or general
partner in all Partnerships and all right, title and interest of any Obligor in, to and under the Partnership Agreements. 


        "Pledged Securities" means: (a) the Equity Interests described or referred to in Schedule 2 (as the same may be supplemented
from time to time pursuant to a Supplement); and (b) (i) the certificates or instruments, if any, representing such Equity Interests, (ii) all dividends (cash, Equity Interests or
otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise distributed in respect of or in exchange for
any or all of such securities, (iii) all replacements, additions to and substitutions for any of the Property referred to in this definition, including, without limitation, claims against third
parties, (iv) the proceeds, interest, profits and other income of or on any of the Property referred to in this definition, (v) all security entitlements in respect of any of the
foregoing, if any and (vi) all books and records relating to any of the Property referred to in this definition. 


        "Proceeds" means all "proceeds" as such term is defined in Section 9-102(65) of the Uniform Commercial Code in effect
in the State of New York on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Securities, collections thereon or distributions or
payments with respect thereto. 


        "Related Parties" means, with respect to any Person, an Affiliate of such Person. 


        "Securities Act" shall mean the Securities Act of 1933, as amended. 


        "Subsidiary" shall mean, with respect to any Person (herein referred to as the "parent"), any corporation, partnership, association or
other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general
partnership interests are, at the time any determination is being made, directly or indirectly, owned, controlled or held, or (b) which is, at the time any determination is made, otherwise
controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise provided herein, each reference to a Subsidiary shall
be deemed to refer to a Subsidiary of Borrower. 


        "Supplement" means a Supplement substantially in the form attached hereto as Annex II. 


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        "Taxes" means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all
liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes. 



        "Term Loan Commitments" as to any Lender, the obligation of such Lender to make Term Loans in an aggregate principal amount not to exceed
the amount set forth under the heading "Term Loan Commitment" opposite such Lender's name on Schedule 1.2 hereto, or, as the case may be, in the Assignment and Acceptance pursuant to which such
Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Term Loan Commitments is $60,000,000. 


        "UCC" means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event
that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Administrative Agent's and the Guaranteed Creditors' security interest in any Collateral is
governed by the Uniform Commercial Code as in effect in a jurisdiction
other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment,
perfection, the effect thereof or priority and for purposes of definitions related to such provisions. 


        Section 1.02
Other Definitional Provisions. Where the context requires, terms relating to the Collateral or any part thereof, when
used in relation to a Obligor, refer to such Obligor's Collateral or the relevant part thereof. 



        Section 1.03  Rules of Interpretation. Section 1.2 of the Loan Agreement is hereby incorporated herein by reference and shall
apply to this Agreement, mutatis mutandis. 


 
 

ARTICLE II
  Guarantee    
    


        Section 2.01 Guarantee. 



        (a)   Each
of the Guarantors hereby jointly and severally, unconditionally and irrevocably, guarantees to the Guaranteed Creditors and each of their respective successors,
indorsees, transferees and assigns, the prompt and complete payment in cash and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower
Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. 


        (b)   Anything
herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall
in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution
established in Section 2.02.). 


        (c)   Each
Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without
impairing the guarantee contained in this ARTICLE II or affecting the rights and remedies of any Guaranteed Creditor hereunder. 


        (d)   Each
Guarantor agrees that if the maturity of the Borrower Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the
purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this ARTICLE II shall remain in full force and effect until all the Borrower Obligations shall have
been satisfied by payment in full in cash and all of the Commitments are terminated, 



5







 




notwithstanding
that from time to time during the term of the Loan Agreement, no Borrower Obligations may be outstanding. 


        (e)   No
payment made by any Obligor, any other guarantor or any other Person or received or collected by any Guaranteed Creditor from the Borrower, any of the Guarantors, any
other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of
the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment
made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower
Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full in cash and all of the Commitments are terminated. 




        Section 2.02  Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its
proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate
share of such payment. Each Guarantor's right of contribution shall be subject to the terms and conditions of Section 2.03. The provisions of this
Section 2.02. shall in no respect limit the obligations and liabilities of any Guarantor to the Guaranteed Creditors, and each Guarantor shall
remain liable to the Guaranteed Creditors for the full amount guaranteed by such Guarantor hereunder. 



        Section 2.03  No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application
of funds of any Guarantor by any Guaranteed Creditor, no Guarantor shall be entitled to be subrogated to any of the rights of any Guaranteed Creditor against the Borrower or any other Guarantor or any
collateral security or guarantee or right of offset held by any Guaranteed Creditor for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any indemnity,
exoneration, participation, contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Guaranteed
Creditors by the Borrower on account of the Borrower Obligations are irrevocably and indefeasibly paid in full in cash, and all of the Commitments are terminated. If any amount shall be paid to any
Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been irrevocably and indefeasibly paid in full in cash, or any of the Commitments are in
effect, such amount shall be held by such Guarantor in trust for the Guaranteed Creditors, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact
form received by such Guarantor (duly indorsed by such
Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in accordance with Section 10.7 of the Loan Agreement. 



        Section 2.04  Guaranty Amendments, Etc. with respect to the Borrower Obligations. Each Guarantor shall remain obligated hereunder,
and such Guarantor's obligations hereunder shall not be released, discharged or otherwise affected, notwithstanding that, without any reservation of rights against any Guarantor and without notice to,
demand upon or further assent by any Guarantor (which notice, demand and assent requirements are hereby expressly waived by such Guarantor), (a) any demand for payment of any of the Borrower
Obligations made by any Guaranteed Creditor may be rescinded by such Guaranteed Creditor or otherwise and any of the Borrower Obligations continued; (b) the Borrower Obligations, the liability
of any other Person upon or for any part thereof or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or released by, or any indulgence or forbearance in respect thereof granted by, any Guaranteed Creditor; (c) any
Guaranteed Document may be amended, modified, supplemented or terminated, in whole or in part, as the Guaranteed Creditors may deem advisable from time to time; (d) any collateral 


6







 



security,
guarantee or right of offset at any time held by any Guaranteed Creditor for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released; (e) any
additional guarantors, makers or endorsers of the Borrower's Obligations may from time to time be obligated on the Borrower's Obligations or any additional security or collateral for the payment and
performance of the Borrower's Obligations may from time to time secure the Borrower's Obligations; or (f) any other event shall occur which constitutes a defense or release of sureties
generally. No Guaranteed Creditor shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee
contained in this ARTICLE II or any Property subject thereto. 


        Section 2.05  Waivers. To the extent permitted by applicable law, each Guarantor hereby waives any and all notice of the creation,
renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by any Guaranteed Creditor upon the guarantee contained in this ARTICLE II or acceptance of the
guarantee contained in this ARTICLE II; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived,
in reliance upon the guarantee contained in this ARTICLE II and no notice of creation of the Borrower Obligations or any extension of credit already or hereafter contracted by or extended to the
Borrower need be given to any Guarantor; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Guaranteed Creditors, on the other hand, likewise shall be
conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this ARTICLE II. Each Guarantor waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. 


        Section 2.06
Guaranty Absolute and Unconditional. 



        (a)   Each
Guarantor understands and agrees that the guarantee contained in this ARTICLE II is, and shall be construed as, a continuing, completed, absolute and unconditional
guarantee of payment, and each Guarantor hereby waives, to the extent permitted by applicable law, any defense of a surety or guarantor or any other obligor on any obligations arising in connection
with or in respect of any of the following and hereby agrees that its obligations hereunder shall not be discharged or otherwise affected as a result of any of the following: 



        (i)    the
invalidity or unenforceability of any Guaranteed Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset
with respect thereto at any time or from time to time held by any Guaranteed Creditor; 


        (ii)   any
defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower
or any other Person against any Guaranteed Creditor; 


        (iii)  the
insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of the Borrower or any other
Guarantor or any other Person at any time liable for the payment of all or part of the Obligations, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them
or interest therein) in or as a result of such proceeding; 


        (iv)  any
sale, lease or transfer of any or all of the assets of the Borrower or any other Guarantor, or any changes in the shareholders of the Borrower or the Guarantor; 


        (v)   any
change in the corporate existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor or in the relationship
between the Borrower and any Obligor; 




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        (vi)  the
fact that any Collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Obligations shall not be properly
perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Guarantors that it is not entering into this Agreement in
reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the Collateral for the Obligations; 



        (vii) the
absence of any attempt to collect the Obligations or any part of them from any Obligor; 


        (viii) (A)
any Guaranteed Creditor's election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the
Bankruptcy Code; (B) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code;
(C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guaranteed Creditor's claim (or claims) for repayment of the Obligations; (D) any use
of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the
avoidance of any Lien in favor of the Guaranteed Creditors or any of them for any reason; or (G) failure by any Guaranteed Creditor to file or enforce a claim against the Borrower or its estate
in any bankruptcy or insolvency case or proceeding; or 


        (ix)  any
other circumstance or act whatsoever, including any action or omission of the type described in Section 2.04 (with or without notice to or knowledge of the
Borrower or such Guarantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the
guarantee contained in this ARTICLE II, in bankruptcy or in any other instance. 




        (b)   When
making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Guaranteed Creditor may, but shall be under no
obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any
collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Guaranteed Creditor to make any such demand, to pursue such other
rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of
offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or
liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Creditor against any Guarantor. For the
purposes hereof "demand" shall include the commencement and continuance of any legal proceedings. 




        Section 2.07
Reinstatement. The guarantee contained in this ARTICLE II shall continue to be effective, or be reinstated, as the
case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by any Guaranteed Creditor upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Borrower or any Guarantor or any substantial part of its Property, or otherwise, all as though such payments had not been made. 


        Section 2.08
Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent, for the
ratable benefit of the Guaranteed Creditors, without set-off, 


8








 



deduction
or counterclaim, in dollars, in immediately available funds, at the offices of the Administrative Agent specified in Section 10.2 of the Loan Agreement. 


 
 

ARTICLE III
  Grant of Security Interest    
    


        Section 3.01 Grant of Security Interest. To secure the prompt and complete payment, performance and
observance of all of the Obligations, Borrower and Subsidiary Guarantor, if any, to the maximum extent permitted by law, hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers
to the Administrative Agent, for the benefit of the Lenders, a Lien upon all of its right, title and interest in, to and under all personal property, real property and other assets, whether now owned
by or owing to, or hereafter acquired by or arising in favor of, Borrower (including under any trade names, styles or derivations thereof), and whether owned or consigned by or to, or leased from or
to, Borrower, and regardless of where located (all of which being hereinafter collectively referred to as the "Collateral"), including: 



        (i)    all
Accounts; 


        (ii)   all
Records; 


        (iii)  all
Chattel Paper; 


        (iv)  all
Documents; 


        (v)   all
General Intangibles (including payment intangibles and Software); 


        (vi)  all
Goods (including Inventory, Equipment and Fixtures); 


        (vii) all
Instruments; 


        (viii) all
Investment Property; 


        (ix)  all
Deposit Accounts, including all other bank accounts and all deposits therein; 


        (x)   all
money, cash or cash equivalents; 


        (xi)  all
Supporting Obligations and Letter-Of-Credit Rights of any Borrower; 



        (xii) any
and all Commercial Tort Claims; 


        (xiii) all
books and records pertaining to the Collateral; and 


        (xiv) to
the extent not otherwise included, all Proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of
the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing. 




        In
addition, to secure the prompt and complete payment, performance and observance of the Obligations and in order to induce Lender to execute, deliver and perform its respective
obligations under the Loan Documents, Borrower hereby grants to Lender, a right of setoff against the property of Borrower held by Lender, consisting of property described above now or hereafter in
the possession or custody of or in transit to Lender, for any purpose, including safekeeping, collection or pledge, for the account of Borrower, or as to which Borrower may have any right or power.
Further, "Collateral" shall include any "collateral" as defined in any other Financing Document. 


        Section 3.02
Transfer of Pledged Securities. All certificates or instruments representing or evidencing the Pledged Securities
shall be delivered to and held pursuant hereto by the Administrative Agent or a Person designated by the Administrative Agent and shall be in suitable form for transfer by delivery, or shall be
accompanied by duly executed instruments of transfer or assignment in blank, and accompanied by any required transfer tax stamps to effect the pledge of the Pledged Securities to the 


9







 



Administrative
Agent. Notwithstanding the preceding sentence, at the Administrative Agent's reasonable discretion, all Pledged Securities must be delivered or transferred in such manner as to permit
the Administrative Agent to be a "protected purchaser" to the extent of its security interest as provided in Section 8-303 of the UCC (if the Administrative Agent otherwise
qualifies as a protected purchaser). During the continuance of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice, to transfer to or
to register in the name of the Administrative Agent or any of its nominees any or all of the Pledged Securities, subject only to the revocable rights specified in Section 6.03. In addition,
during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for
certificates or instruments of smaller or larger denominations. 


 
 

ARTICLE IV
  Representations and Warranties    
    


        To induce the Administrative Agent and the Lenders to enter into the Loan Agreement and to induce the Lenders to make their respective extensions of credit to the
Borrower thereunder and to induce the Lenders (and their Affiliates) to enter into Hedge Agreements with the Borrower and its Subsidiaries, each Obligor hereby represents and warrants to the
Administrative Agent and each Lender that: 


        Section 4.01
Representations in Loan Agreement. In the case of each Guarantor (other than Borrower), the representations and
warranties set forth in Section 3 of the Loan Agreement as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a party are true and correct in all material
respects, provided that each reference in each such representation and warranty to the Borrower's knowledge shall, for the purposes of this Section4.01, be deemed to be a reference to such Guarantor's
knowledge. 


        Section 4.02
Title; No Other Liens. Except for (a) liens permitted by Section 6.3 of the Credit Agreement and
(b) the security interest granted to the Administrative Agent for the ratable benefit of the Guaranteed Creditors pursuant to this Agreement, such Obligor is the record and beneficial owner of
its respective items of the Collateral free and clear of any and all Liens and has rights in or the power to transfer each item of the Collateral in which a Lien is granted by it hereunder, free and
clear of any Lien. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except (a) those evidencing
liens permitted by Section 6.3 of the
Credit Agreement and (b) such as have been filed in favor of the Administrative Agent, for the ratable benefit of the Guaranteed Creditors, pursuant to this Agreement or the Security Documents. 


        Section 4.03
Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon the
completion of the filings and the other actions specified on Schedule 3 constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the
ratable benefit of the Guaranteed Creditors, as collateral security for such Obligor's Obligations, enforceable in accordance with the terms hereof against all creditors of such Obligor and any
Persons purporting to purchase any Collateral from such Obligor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except (a) those evidencing liens
permitted by Sections 6.3(f) and (i) of the Credit Agreement. 


        Section 4.04
Obligor Information. On the date hereof, the correct legal name of such Obligor, all names and trade names that such
Obligor has used in the last five years, such Obligor's jurisdiction of organization and each jurisdiction of organization of such Obligor over the last five years, organizational number, taxpayer
identification number, and the location(s) of such Obligor's chief executive office or sole place of business over the last five years are specified on Schedule 4. 


10







 



        Section 4.05
Pledged Securities. 



        (a)   The
Pledged Securities required to be pledged hereunder and under the Loan Agreement by such Obligor are listed in Schedule 2. The shares of Pledged Securities
pledged by such Obligor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Obligor (or in the case of any Issuer that is a
Foreign Subsidiary, 65% of all the issued and outstanding shares of all classes of the Equity Interests of such Issuer). All the shares of the Pledged Securities have been duly and validly issued and
are fully paid and nonassessable; and such Obligor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in
favor of, or claims of, any other Person, except the security interest created by this Agreement, and has rights in or the power to transfer the Pledged Securities in which a Lien is granted by it
hereunder, free and clear of any Lien. 


        (b)   There
are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest and the Partnership
Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests and
the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC
Interests and the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests and the Pledged Partnership
Interests, a transferee or assignee of a membership interest or
partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled
to participate in the management thereof and, upon the transfer of the entire interest of such Obligor, such Obligor ceases to be a member or partner, as the case may be. 




        Section 4.06
Benefit to the Guarantor. The Borrower is a member of an affiliated group of companies that includes each Guarantor,
and the Borrower and the other Guarantors are engaged in related businesses. The guaranty and surety obligations pursuant to this Agreement reasonably may be expected to benefit, directly or
indirectly, each Guarantor; and they have determined that this Agreement is necessary and convenient to the conduct, promotion and attainment of their business and that of the Borrower. 


        Section 4.07
Solvency. Each Obligor (a) is not insolvent as of the date hereof and will not be rendered insolvent as a
result of this Agreement (after giving effect to Section 2.02), (b) is not engaged in business or a transaction, or about to engage in a business or a transaction, for which any Property
remaining with it constitutes unreasonably small capital, and (c) does not intend to incur, or believe it will incur, Indebtedness that will be beyond its ability to pay as such Indebtedness
matures. 


 
 

ARTICLE V
  Covenants    
    


        Each Obligor covenants and agrees with the Administrative Agent and the Lenders that, from and after the date of this Agreement until the Borrower Obligations
shall have been paid in full in cash and all of the Commitments shall have terminated: 



        Section 5.01  Covenants in Loan Agreement. In the case of each Guarantor (other than Parent), such Guarantor shall take, or shall
refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default is caused by the failure to take such action or to refrain from
taking such action by such Guarantor or any of its Subsidiaries. 


11







 



        Section 5.02  Maintenance of Perfected Security Interest; Further Documentation; Insurance.. Each Obligor agrees that: 



        (a)   it
shall defend such security interest against the claims and demands of all Persons whomsoever. 


        (b)   it
will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in
connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. 



        (c)   At
any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Obligor, it will promptly and duly execute and
deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably deem necessary for the purpose of obtaining or preserving
the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the delivery of certificated securities and the filing of any financing or continuation
statements under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby. 



        (d)   It
shall maintain insurance policies that are commercially reasonable in coverage and limits, naming Administrative Agent as loss payee or additional insured, and will
not change such policies in a way that is materially adverse to the Lenders without the prior written consent of the Administrative Agent and the Required Lenders. 




        Section 5.03
Changes in Locations, Name, Etc. Such Obligor recognizes that financing statements pertaining to the Collateral have
been or may be filed where such Obligor maintains any Collateral or is organized. Without limitation of Section 5.4 of the Loan Agreement or any other covenant herein, such Obligor will not
cause or permit any change in its (a) corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its Properties, (b) the location of
its chief executive office or principal place of business, (c) its identity or corporate structure or in the jurisdiction in which it is incorporated or formed, (d) its jurisdiction of
organization or its organizational identification number in such jurisdiction of organization or (e) its federal taxpayer identification number, unless, in each case, such Obligor shall have
(i) notified the Administrative Agent of such change at least ten (10) Business Days following the effective date of such change, and (ii) taken all action reasonably requested by
the Administrative Agent for the purpose of maintaining the perfection and priority of the Administrative Agent's security interests under this Agreement. In any notice furnished pursuant to this
Section 5.03, such Obligor will expressly state in a conspicuous manner that the notice is required by this Agreement and contains facts that may require additional filings of financing
statements or other notices for the purposes of continuing perfection of the Administrative Agent's security interest in the Collateral. At the request of the Administrative Agent, the Borrower will
provide to the Administrative Agent and the Lenders an opinion of counsel, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that such event does not impair the
validity of the security interests hereunder, the perfection and priority thereof, the enforceability of the Loan Documents, and such other matters as may be reasonably requested by the Administrative
Agent. 


        Section 5.04  Pledged Securities. 



        (a)   If
such Obligor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or
a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity
Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Securities, or otherwise in respect thereof, such Obligor shall
accept the same as 



12







 

the
agent of the Guaranteed Creditors, hold the same in trust for the Guaranteed Creditors, segregated from other Property of such Obligor, and deliver the same forthwith to the Administrative Agent
in the exact form received, duly indorsed by such Obligor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such
Obligor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the
Obligations. 


        (b)   Without
the prior written consent of the Administrative Agent, such Obligor will not (i) unless otherwise expressly permitted hereby or under the other Loan
Documents, vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to
purchase or exchange for any Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged
Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Loan Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim
of any Person with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any
agreement or undertaking restricting the right or ability of such Obligor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. 


        (c)   In
the case of each Obligor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities
issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events
described in Section 5.04(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections Section 6.02(a) and Section 6.03 shall apply to it,  mutatis mutandis,
with respect to all actions that may be required of it pursuant to Section 6.02(e) or Section 6.03 with respect to the
Pledged Securities issued by it. 


        (d)   In
the case of each Obligor that is a partner in a Partnership, such Obligor hereby consents to the extent required by the applicable Partnership Agreement to the pledge
by each other Obligor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or
its nominee and, upon the occurrence and during the continuance of an Event of Default, to the substitution of the Administrative Agent or its nominee as a substituted partner in such Partnership with
all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Obligor that is a member of an LLC, such Obligor hereby consents to the extent
required by the applicable LLC Agreement to the pledge by each other Obligor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests
to the Administrative Agent
or its nominee and, upon the occurrence and during the continuance of an Event of Default, to the substitution of the Administrative Agent or its nominee as a substituted member of the LLC with all
the rights, powers and duties of a member of the LLC in question. 


        (e)   Such
Obligor shall not agree to any amendment of a Partnership Agreement or LLC Agreement that in any way adversely affects the perfection of the security interest of
the Administrative Agent in the Pledged Partnership Interests or Pledged LLC Interests pledged by such Obligor hereunder, including any amendment electing to treat the membership interest or
partnership interest of such Obligor as a security under Section 8-103 of the UCC. 


        (f)    Each
Obligor shall furnish to the Administrative Agent such stock powers and other instruments as may be required by the Administrative Agent to assure the
transferability of the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. 



13







 




        (g)   The
Pledged Securities will at all times constitute not less than 100% of the Equity Interests of the Issuer thereof owned by any Obligor (or in the case of any Issuer
owned by any Obligor that is a Foreign Subsidiary, not less than 65% of the Equity Interests of such Issuer). Each Obligor will not permit any Issuer of any of the Pledged Securities to issue any new
shares of any class of Equity Interests of such Issuer without the prior written consent of the Administrative Agent. 



 
 

ARTICLE VI
  Remedial Provisions    
    


        Section 6.01 Code and Other Remedies. 



        (a)   Upon
the occurrence and during the continuance of an Event of Default, the Administrative Agent, on behalf of the Guaranteed Creditors, may exercise, in addition to all
other rights and remedies granted to them in this Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and
remedies of a secured party under the UCC or any other applicable law or otherwise available at law or equity. Without limiting the generality of the foregoing, the Administrative Agent, without
demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Obligor or any other Person (all
and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part
thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing),
in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of any Guaranteed Creditor or elsewhere upon such terms and conditions as it may deem advisable and
at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Guaranteed Creditor shall have the right upon any such public sale or sales,
and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Obligor, which
right or equity is hereby waived and released. If applicable to any particular item of Collateral, each Obligor further agrees, at the Administrative Agent's request, to assemble the Collateral and
make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Obligor's premises or elsewhere. Any such sale or transfer by the
Administrative Agent either to itself or to any other Person shall be absolutely free from any claim of right by Obligor, including any equity or right of redemption, stay or appraisal which Obligor
has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and such Obligor hereby waives any rights it may have in respect thereof to the extent permitted by
applicable law). Upon any such sale or transfer, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or
transferred. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.01, after deducting all reasonable costs and expenses of every kind
incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Guaranteed
Creditors hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with Section 10.5 of the
Loan Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation,
Section 9-615 of the UCC, need the Administrative Agent account for the surplus, if any, to any Obligor. To the extent permitted by applicable law, each Obligor waives all claims,
damages and demands it may acquire against the Administrative Agent or any Guaranteed Creditor arising out of the exercise by them of any rights 



14







 

hereunder
except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Guaranteed Creditor or their respective agents. If any notice of a proposed sale
or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 Business Days before such sale or other disposition. 


        (b)   In
the event that the Administrative Agent elects not to sell the Collateral, the Administrative Agent retains its rights to dispose of or utilize the Collateral or any
part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of
the Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner. 



        (c)   The
Administrative Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral. 




        Section 6.02
Pledged Securities. 



        (a)   Unless
an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Obligor of the Administrative
Agent's intent to exercise its corresponding rights pursuant to Section 6.02(c), each Obligor shall be permitted to receive all cash dividends paid in respect of the Pledged Securities paid in
the normal course of business of the relevant Issuer (other than liquidating or distributing dividends), to the extent permitted in the Loan Agreement. Any sums paid upon or in respect of any Pledged
Securities upon the liquidation or dissolution of any issuer of any Pledged Securities, any distribution of capital made on or in respect of any Pledged Securities or any property distributed upon or
with respect to any Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof shall, unless
otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the
Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Securities shall be received by such Obligor, such Obligor shall, until such money or property is paid or
delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of such Obligor, as additional security for the Obligations. 


        (b)   Unless
an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Obligor of the Administrative
Agent's intent to exercise its corresponding rights pursuant to Section 6.02(c), each Obligor shall be entitled to exercise all voting, consent and corporate, partnership or limited liability
rights with respect to the Pledged Securities; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Obligor that would impair the Collateral,
be inconsistent with or result in any violation of any provision of the Loan Agreement, this Agreement or any other Loan Document or, without the prior consent of the Administrative Agent, enable or
permit any issuer of Pledged Collateral to issue any Equity Interest or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interest of any
issuer of Pledged Collateral other than as permitted by the Loan Agreement. 


        (c)   Upon
the occurrence and during the continuance of an Event of Default, upon notice by the Administrative Agent of its intent to exercise such rights to the relevant
Obligor or Obligors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments, Property or other Proceeds paid in respect of the Pledged Securities and
make application thereof to the Borrower Obligations in accordance with Section 8.5 of the Loan Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name
of the Administrative Agent or its 



15







 




nominee,
and (iii) the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate, partnership or limited liability and other rights pertaining to such Pledged
Securities at any meeting of shareholders, partners or members (or other equivalent body), as the case may be, of the relevant Issuer or Issuers or otherwise and (B) any and all rights of
conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the
right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure
of any Issuer, or upon the exercise by any Obligor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to
deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative
Agent may determine), all without liability except to account for Property actually received by it, but the Administrative Agent shall have no duty to any Obligor to exercise any such right, privilege
or option and shall not be responsible for any failure to do so or delay in so doing. 


        (d)   In
order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all
dividends and other distributions that it may be entitled to receive hereunder, (i) each Obligor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative
Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of
clause (i) above, such Obligor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Securities and to exercise all other rights, powers,
privileges and remedies to which a holder of the Pledged Securities would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be,
calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action
(including any transfer of any Pledged Securities on the record books of the Issuer thereof) by any other Person (including the Issuer of such Pledged Collateral or any officer or agent thereof) upon
the occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations. 



        (e)   Each
Obligor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Obligor hereunder to (i) comply with any instruction received
by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this
Agreement, without any other or further instructions from such Obligor, and each Obligor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly
permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent. 



        (f)    Upon
the occurrence and during the continuance of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership,
custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Obligor in respect thereof to exercise the voting and other consensual rights which such
Obligor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent
who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and
shall not be responsible for any failure to do so or delay in so doing. 



16







 





        Section 6.03
Private Sales of Pledged Securities. 



        (a)   Each
Obligor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Securities, by reason of certain prohibitions
contained in the Securities Act and applicable state securities laws or otherwise or may determine that a public sale is impracticable or not commercially reasonable and, accordingly, and may resort
to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not
with a view to the distribution or resale thereof. Each Obligor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public
sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no
obligation to delay a sale of any of the Pledged Securities for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under
applicable state securities laws, even if such Issuer would agree to do so. 


        (b)   Each
Obligor agrees to use its best efforts to do or cause to be done all such other acts as may reasonably be necessary to make such sale or sales of all or any portion
of the Pledged Securities pursuant to this Section 6.03 valid and binding and in compliance with any and all other applicable Governmental Requirements. Each Obligor further agrees that a
breach of any of the covenants contained in this Section 6.03 will cause irreparable injury to the Guaranteed Creditors, that the Guaranteed Creditors have no adequate remedy at law in respect
of such breach and, as a consequence, that each and every covenant contained in this Section 6.03 shall be specifically enforceable against such Obligor, and such Obligor hereby waives, to the
extent permitted by applicable law, and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred or is
continuing under the Loan Agreement. 




        Section 6.04
Waiver; Deficiency. To the extent permitted by applicable law, each Obligor waives and agrees not to assert any rights
or privileges which it may acquire under the UCC. Each Obligor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its
Obligations and the reasonable fees and disbursements of any attorneys employed by the Administrative Agent or any Guaranteed Creditor to collect such deficiency. 


        Section 6.05
Non-Judicial Enforcement. The Administrative Agent may enforce its rights hereunder without prior judicial
process or judicial hearing, and to the extent permitted by law, each Obligor expressly waives any and all legal rights which might otherwise require the Administrative Agent to enforce its rights by
judicial process. 


 
 

ARTICLE VII
  The Administrative Agent    
    


        Section 7.01 Administrative Agent's Appointment as Attorney-in-Fact, Etc.



        (a)   Each
Obligor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Obligor and in the name of such Obligor or in its own name, for the purpose of
carrying out the terms of this Agreement, to take any and all reasonably appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to
accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Obligor hereby gives the 



17







 

Administrative
Agent the power and right, on behalf of such Obligor, without notice to or assent by such Obligor, to do any or all of the following: 



        (i)    in
the name of such Obligor or its own name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the
payment of moneys due with respect to any Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent
for the purpose of collecting any such moneys due with respect to any other Collateral whenever payable; 


        (ii)   unless
being disputed under Section 2.11 of the Loan Agreement, pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral, effect
any repairs or any insurance called for
by the terms of this Agreement or any other Loan Document and pay all or any part of the premiums therefor and the costs thereof; 


        (iii)  execute,
in connection with any sale provided for in Section 6.01 or Section 6.03, any endorsements, assignments or other instruments of conveyance or
transfer with respect to the Collateral; and 


        (iv)  (A)
direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the
Administrative Agent or as the Administrative Agent shall direct; (B) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to
become due at any time in respect of or arising out of any Collateral; (C) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to
collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (D) defend any suit, action or proceeding brought against such Obligor with respect to
any Collateral; (E) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem
appropriate; and (F) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative
Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent's option and such Obligor's expense, at any time, or from time to time, all acts and things which the
Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent's and the Guaranteed Creditors' security interests therein and to effect the
intent of this Agreement, all as fully and effectively as such Obligor might do. 





        Anything
in this Section 7.01(a) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in
this Section 7.01(a) unless an Event of Default shall have occurred and be continuing. 



        (b)   If
any Obligor fails to perform or comply with any of its agreements contained herein within the applicable grace periods, the Administrative Agent, at its option, but
without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. 


        (c)   The
reasonable expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.01, together with interest
thereon at a rate per annum equal to the post-default rate specified in Section 2.7 of the Loan Agreement, but in no event to exceed the Highest Lawful Rate, from the date of
payment by the Administrative Agent to the date reimbursed by the relevant Obligor, shall be payable by such Obligor to the Administrative Agent on demand. 



18







 




        (d)   Each
Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue and in compliance hereof. All powers, authorizations and agencies
contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated. 




        Section 7.02  Duty of Administrative Agent. The Administrative Agent's sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals
with similar Property for its own account and shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which comparable secured parties accord comparable collateral. Neither the Administrative Agent, any Guaranteed Creditor nor any of their Related Parties shall be
liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the
request of any Obligor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Guaranteed
Creditors hereunder are solely to protect the Administrative Agent's and the Guaranteed Creditors' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any
Guaranteed Creditor to exercise any such powers. The Administrative Agent and the Guaranteed Creditors shall be accountable only for amounts that they actually receive as a result of the exercise of
such powers, and neither they nor any of their Related Parties shall be responsible to any Obligor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
To the fullest extent permitted by applicable law, the Administrative Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance,
notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Obligations, or to take any steps
necessary to preserve any rights against any Obligor or other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to
any Collateral, whether or not it has or is deemed to have knowledge of such matters. Each Obligor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all
Collateral, and waives any right to require the Administrative Agent or any Guaranteed Creditor to proceed against any Obligor or other Person, exhaust any Collateral or enforce any other remedy which
the Administrative Agent or any Guaranteed Creditor now has or may hereafter have against each Obligor, any Obligor or other Person. 


        Section 7.03
Execution of Financing Statements. Pursuant to the UCC and any other applicable law, each Obligor authorizes the
Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Obligor in such form and
in such offices as the Administrative Agent reasonably determines appropriate to perfect the security interests of the Administrative Agent under this Agreement. A photographic or other reproduction
of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction. 


        Section 7.04
Authority of Administrative Agent. Each Obligor acknowledges that the rights and responsibilities of the
Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting
right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the Guaranteed Creditors, be governed
by the Loan Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Obligors, the Administrative Agent
shall be conclusively presumed to be acting as agent for the Guaranteed Creditors with full and valid authority so to act or refrain from acting, and no Obligor shall be under any obligation, or
entitlement, to make any inquiry respecting such authority. 


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ARTICLE VIII
  Subordination of Indebtedness    
    


        Section 8.01 Subordination of All Obligor Claims. As used herein, the term "Obligor
Claims" shall mean all debts and obligations of the Borrower or any other Obligor to any other Obligor whether such debts and obligations now exist or are hereafter incurred or
arise, or whether the obligation of the debtor thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or obligations be
evidenced by note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such debts or obligations may, at their inception, have been, or may hereafter be
created, or the manner in which they have been or may hereafter be acquired by. After and during the continuation of an Event of Default, no Obligor shall receive or collect, directly or indirectly,
from any obligor in respect thereof any amount upon the Obligor Claims. 


        Section 8.02
Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor's relief, or other
insolvency proceedings involving any Obligor, the Administrative Agent on behalf of the Administrative Agent and the Guaranteed Creditors shall have the right to prove their claim in any proceeding,
so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each
Obligor hereby assigns such dividends and payments to the Administrative Agent for the benefit of the Administrative Agent and the Guaranteed Creditors for application against the Borrower Obligations
as provided under Section 10.6 of the Loan Agreement. Should any Agent or Guaranteed Creditor receive, for application upon the Obligations, any such dividend or payment which is otherwise
payable to any Obligor, and which, as between such Obligors, shall constitute a credit upon the Obligor Claims, then upon payment in full in cash of the Borrower Obligations under the Loan Agreement
and the termination of all of the Commitments, the intended recipient shall become subrogated to the rights of the Administrative Agent and the Guaranteed Creditors to the extent that such payments to
the Administrative Agent and the Guaranteed Creditors on the Obligor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of
the Obligations which would have been unpaid if the Administrative Agent and the Guaranteed Creditors had not received dividends or payments upon the Obligor Claims. 


        Section 8.03
Payments Held in Trust. In the event that, notwithstanding Section 8.01 and Section 8.02, any Obligor
should receive any funds, payments, claims or distributions which is prohibited by such Sections, then it agrees: (a) to hold in trust for the Administrative Agent and the Guaranteed Creditors
an amount equal to the amount of all funds, payments, claims or distributions so received, and (b) that it shall have absolutely no dominion over the amount of such funds, payments, claims or
distributions except to pay them promptly to the Administrative Agent, for the benefit of the Guaranteed Creditors; and each Obligor covenants promptly to pay the same to the Administrative Agent. 


        Section 8.04
Liens Subordinate. Each Obligor agrees that, until the Borrower Obligations are paid in full in cash and the
termination of all of the Commitments, any Liens securing payment of the Obligor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Obligations, regardless of
whether such encumbrances in favor of such Obligor, the Administrative Agent or any Guaranteed Creditor presently exist or are hereafter created or attach. Without the prior written consent of the
Administrative Agent, no Obligor, during the period in which any of the Borrower Obligations are outstanding or the Commitments are in effect, shall (a) exercise or enforce any creditor's right
it may have against any debtor in respect of the Obligor Claims, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise,
including without limitation the commencement of or joinder in any liquidation, bankruptcy, 


20







 



rearrangement,
debtor's relief or insolvency proceeding) to enforce any Lien securing payment of the Obligor Claims held by it. 



        Section 8.05  Notation of Records. Upon the request of the Administrative Agent, all promissory notes and all accounts receivable
ledgers or other evidence of the Obligor Claims accepted by or held by any Obligor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under the
terms of this Agreement. 


 
 

ARTICLE IX
  Miscellaneous    
    


        Section 9.01 Waiver. No failure on the part of the Administrative Agent or any Lender to exercise and no
delay in exercising, and no course of dealing with respect to, any right, power, privilege or remedy or any abandonment or discontinuance of steps to enforce such right, power, privilege or remedy
under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, privilege or remedy under this Agreement or any other
Loan Document preclude or be construed as a waiver of any other or further exercise thereof or the exercise of any other right, power, privilege or remedy. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law or equity. 


        Section 9.02
Notices. All notices and other communications provided for herein shall be given in the manner and subject to the
terms of Section 10.2 of the Loan Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on
Schedule 1. 


        Section 9.03
Payment of Expenses, Indemnities, Etc.



        (a)   Each
Guarantor agrees to pay or reimburse each Guaranteed Creditor and the Administrative Agent for all out-of-pocket expenses incurred by such
Person, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Guaranteed Creditor, in connection with the enforcement or protection of its rights
in connection with this Agreement or any other Loan Document, including, without limitation, all costs and expenses incurred in collecting against such Guarantor under the guarantee contained in
ARTICLE II or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party. 


        (b)   Each
Guarantor agrees to pay, and to save the Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities with respect to, or resulting from
any delay in paying, any and all Other Taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this
Agreement. 


        (c)   Each
Guarantor agrees to pay, and to save the Administrative Agent and the Guaranteed Creditors harmless from, any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this
Agreement to the extent the Borrower would be required to do so pursuant to Section 10.5 of the Loan Agreement. 




        Section 9.04
Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or
otherwise modified except in accordance with Section 10.1 of the Loan Agreement. 



        Section 9.05  Successors and Assigns. The provisions of this Agreement shall be binding upon the Obligors and their successors and
assigns and shall inure to the benefit of the Administrative Agent and the Guaranteed Creditors and their respective successors and assigns; provided that except as set 


21







 



forth
in Section 10.6 of the Loan Agreement, no Obligor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the
Administrative Agent and the Lenders, and any such purported assignment, transfer or delegation shall be null and void. 


        Section 9.06
Survival; Revival; Reinstatement. 



        (a)   All
covenants, agreements, representations and warranties made by any Obligor herein and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document to which it is a party shall be considered to have been relied upon by the Administrative Agent, the other Agents and the Lenders and shall
survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the
Administrative Agent, the other Agents or any Lender may have had notice or knowledge of any Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under the Loan Agreement is outstanding and unpaid and so
long as the Commitments have not expired or terminated. The provisions of Section 9.03 shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans and the Commitments or the termination of this Agreement, any other Loan Document or any provision hereof or thereof. 



        (b)   To
the extent that any payments on the Guarantor Obligations or proceeds of any Collateral are subsequently invalidated, declared to be fraudulent or preferential, set
aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent, the Guarantor Obligations so
satisfied shall be revived and continue as if such payment or proceeds had not been received and the Administrative Agent's and the Guaranteed Creditors' Liens, security interests, rights, powers and
remedies under this Agreement and each other Loan Document shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstated and the Borrower shall take such
action as may be reasonably requested by the Administrative Agent and the Guaranteed Creditors to effect such reinstatement. 




        Section 9.07
Counterparts; Integration; Effectiveness. 



        (a)   This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. 


        (b)   This
Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among
the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. This
Agreement and the other Loan Documents represent the final agreement among the parties hereto and thereto and may not be contradicted by evidence of prior, contemporaneous or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the parties. 


        (c)   This
Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts
hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto, the Lenders and their
respective successors and assigns. Delivery of an executed counterpart of a signature page of this 



22







 




Agreement
by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. 




        Section 9.08
Severability. Any provision of this Agreement or any other Loan Document held to be invalid, illegal or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 


        Section 9.09
Set-Off. If an Event of Default shall have occurred and be continuing, each Lender and each of its
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other obligations (of whatsoever kind, including, without limitations obligations under Hedge Agreements) at any time owing by such Lender or Affiliate to or for the credit
or the account of any Obligor against any of and all the obligations of the Obligor owed to such Lender now or hereafter existing under this Agreement or any other Loan Document, irrespective of
whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. The rights of each Lender under this
Section 9.09 are in addition to other rights and remedies (including other rights of setoff) which such Lender or its Affiliates may have. 


        Section 9.10
Governing Law; Submission to Jurisdiction. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 


        Borrower
hereby irrevocably and unconditionally: 



        (a)   submits
for itself and its Property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition
and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the
Southern District of New York, and appellate courts from any thereof; 


        (b)   consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 


        (c)   agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, to Borrower at its address set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; 


        (d)   agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and 


        (e)   waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages. 




        Section 9.11  Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 


23







 

        Section 9.12
Acknowledgments. Each Obligor hereby acknowledges that: 



        (a)   it
has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party; 


        (b)   neither
the Administrative Agent nor any Guaranteed Creditor has any fiduciary relationship with or duty to any Obligor arising out of or in connection with this
Agreement or any of the other Loan Documents, and the relationship between the Obligors, on the one hand, and the Administrative Agent and Guaranteed Creditors, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and 



        (c)   no
joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Guaranteed Creditors or
among the Obligors and the Guaranteed Creditors. 


        (d)   Each
of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Documents and the other Loan Documents and agrees that it is
charged with notice and knowledge of the terms of this Agreement, the Security Documents and the other Loan Documents; that it has in fact read this Agreement, the Security Documents and the other
Loan Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout
the negotiations preceding its execution of this Agreement and the Security Documents; and has received the advice of its attorney in entering into this Agreement and the Security Documents; and that
it recognizes that certain of the terms of this Agreement and the Security Documents result in one party assuming the liability inherent in some aspects of the transaction and relieving the other
party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF
THIS AGREEMENT AND THE SECURITY DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT "CONSPICUOUS."




        Section 9.13  Additional Obligors. Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to
Section 4.1 of the Loan Agreement shall become an Obligor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement and shall thereafter have
the same rights, benefits and obligations as an Obligor party hereto on the date hereof. Each Guarantor that is required to pledge Equity Interests of its Subsidiaries shall execute and deliver a
Supplement, if such Equity Interests were not previously pledged. 


        Section 9.14
Releases. 



        (a)   Release Upon Payment in Full. The grant of a security interest hereunder and all of rights, powers and remedies in
connection herewith shall remain in full force and effect until the Administrative Agent has (i) retransferred and delivered all Collateral in its possession to the Obligors, and
(ii) executed a written release or termination statement and reassigned to the Obligors without recourse or warranty any remaining Collateral and all rights conveyed hereby. Upon the complete
payment of the Borrower Obligations, the termination of all of the Commitments and the compliance by the Obligors with all covenants and agreements hereof, the Administrative Agent, at the expense of
the Borrower, will promptly release, reassign and transfer the Collateral to the Obligors and declare this Agreement to be of no further force or effect. 


        (b)   Partial Releases. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Obligor in a
transaction permitted by the Loan Agreement, then the Administrative Agent, at the request and sole expense of such Obligor, shall promptly execute and deliver to such Obligor all releases or other
documents reasonably necessary or desirable for the release of the 



24







 




Liens
created hereby on such Collateral and the Equity Interests of the Issuer thereof. At the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in
the event that all the Equity Interests of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Loan Agreement; provided that the Borrower shall have
delivered to the Administrative Agent, at least five Business Days prior to the date of the proposed release, a written request of a Responsible Officer of the Borrower for release identifying the
relevant Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the
Borrower stating that such transaction is in compliance with the Loan Agreement and the other Loan Documents. 



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




        Section 9.15
Acceptance. Each Obligor hereby expressly waives notice of acceptance of this Agreement, acceptance on the part of the
Administrative Agent and the Guaranteed Creditors being conclusively presumed by their request for this Agreement and delivery of the same to the Administrative Agent. 


[Remainder of page intentionally left blank; signature pages follow] 


25










        IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty and Collateral Agreement to be duly executed and delivered as of the date first above written. 



	
BORROWER:	
 	

GLOBAL GEOPHYSICAL SERVICES, INC.
	

 	
 	

By:	
 	

    

	 	 	Craig Lindberg

Senior Vice President




SIGNATURE
PAGE

GUARANTY AND COLLATERAL AGREEMENT 








Acknowledged
and Agreed to as

of the date hereof by: 



	
ADMINISTRATIVE AGENT:	
 	

GUGGENHEIM CORPORATE FUNDING, LLC
	

 	
 	

By:	
 	

    

	 	 	Name:	 	    

	 	 	Title:	 	    





SIGNATURE
PAGE

GUARANTY AND COLLATERAL AGREEMENT 









Schedule 1  


NOTICE ADDRESSES OF OBLIGORS 



Global
Geophysical Services, Inc

3535 Briarpark Dr., Suite 200

Houston, Texas 77042

Attention: Craig Lindberg, Senior Vice President

Email: craig.lindberg@globalgeophysical.com 


With
a copy to; 


Global
Geophysical Services, Inc

3535 Briarpark Dr., Suite 200

Houston, Texas 77042

Attention: Craig Murrin, Vice President & Secretary

Email: craig.murirn@globalgeophysical.com 


Schedule 1-1








Schedule 2  


DESCRIPTION OF PLEDGED SECURITIES 


Pledged
Securities: 



	OWNER
	 	ISSUER
	 	PERCENTAGE

OWNED
	 	PERCENTAGE

PLEDGED
	 	CLASS OF STOCK OR OTHER EQUITY INTEREST
	 	NO. OF SHARES
	 	CERTIFICATE NO.

	Global Geophysical Services, Inc.	 	Global Geophysical Services Limited	 	100%	 	65%	 	Common	 	65	 	2




Schedule 2-1 







Schedule 3  


  
  FILINGS AND OTHER ACTIONS
  REQUIRED TO PERFECT SECURITY INTERESTS    
    


        Filing
of UCC-1 with Delaware Secretary of State executed by the Administrative Agent. 


        Execution
and delivery by the Borrower of a First Preferred Ship Mortgage(s) covering the James H. Scott and any other after-acquired
vessels, and recordation of each such mortgage in the national Vessel Documentation Center. 



        Execution
and delivery by the Borrower of a Pledge Agreement in the form of Exhibit I covering the Pledged Shares of Global Geophysical Services, Ltd. (the "Cayman
Company") together with: 



	•
	Delivery
to the Administrative Agent of the share certificates representing the Pledged Shares of Cayman Company:



	•
	blank
signed transfers in respect of the Pledged Shares undated



	•
	an
executed and undated resignation of all directors and officers of the Cayman Company;



	•
	an
irrevocable proxy (coupled with the Secured Party's interest hereunder) in favour of the Secured Party;



	•
	a
memorandum signed by a director or secretary of the Cayman Company concerning the endorsement of a note of this Agreement on the register of members of the Cayman Company;
and



	•
	the
acknowledgement and agreement of the Cayman Company and its directors to the terms of this Agreement. 



Schedule 3-1 







Schedule 4  


LOCATION OF JURISDICTION OF ORGANIZATION

AND CHIEF EXECUTIVE OFFICE 


Legal
name of the Borrower: Global Geophysical Services, Inc.

Address: 3535 Briarpark, Suite 200, Houston, Texas 77042

All names and trade names that the Borrower has used in the last five years: GGS Seismic, Inc.

Jurisdictions of organization over the last five years: Delaware

Current jurisdiction of organization: Delaware

Organizational number: 3665692

Taxpayer identification number: 05-0574281

Location of chief executive office or sole place of business over the last five years: Houston, Texas


Schedule 4-1 









ACKNOWLEDGMENT AND CONSENT 


The
undersigned hereby acknowledges receipt of a copy of
the                                        Agreemen
t dated as of                             , 200    (the
"Agreement"), made by the Obligors parties thereto for the benefit
of                         , as Administrative Agent. The undersigned agrees for the
benefit of the Administrative Agent and the Guaranteed Creditors as follows: 


        1.     The
undersigned will be bound by the terms of the Agreement and will comply with such terms insofar as such terms are applicable to the undersigned. 


        2.     The
terms of Section 6.01(a) and Section 6.03 of the Agreement shall apply to it, mutatis mutandis, with
respect to all actions that may be required of it pursuant to Section 6.02(a) or Section 6.03 of the Guaranty and Collateral Agreement. 



	

 	
 	

[NAME OF ISSUER]
	

 	
 	

By:	
 	

    

	 	 	Name:	 	    

	 	 	Title:	 	    

	

 	
 	

Address for Notices:
	 	 	    

	 	 	    

	 	 	    

	 	 	Fax:	 	    





	*
	 THIS CONSENT IS NECESSARY ONLY WITH RESPECT TO ANY ISSUER WHICH IS NOT ALSO AN OBLIGOR. THIS CONSENT MAY BE MODIFIED OR ELIMINATED WITH RESPECT TO ANY ISSUER THAT IS NOT CONTROLLED BY A
OBLIGOR.








   
Annex I 


Assumption Agreement


        ASSUMPTION
AGREEMENT, dated as of                             , 200     , made
by                                         ,
a (the "Additional
Obligor"), in favor
of                                         ,
as administrative agent (in such capacity, the "Administrative Agent") for the
Guaranteed Creditors (used herein as defined in the Guaranty and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Loan
Agreement referred to below. 


W
I T N E S S E T H: 


        WHEREAS,
Global Geophysical Services, Inc., a Delaware corporation (the "Borrower"), the Administrative Agent, and certain
financial institutions as agents and lenders have entered into that certain Term Loan Agreement, dated as
of                        , 2006 (as amended, restated, supplemented or otherwise modified from time
to time, the "Loan Agreement"); 


        WHEREAS,
in connection with the Loan Agreement, the Borrower and certain of its Affiliates (other than the Additional Obligor) have entered into a Guaranty and Collateral Agreement,
dated as of                        , 2006 (as amended, restated, supplemented or otherwise modified from time to time, the
"Guaranty and Collateral Agreement")
in favor of the Administrative Agent for the benefit of the Guaranteed Creditors; 


        WHEREAS,
the Loan Agreement requires the Additional Obligor to become a party to the Guaranty and Collateral Agreement; and 


        WHEREAS,
the Additional Obligor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guaranty and Collateral Agreement; 


        NOW,
THEREFORE, IT IS AGREED: 


        1.     Guaranty and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Obligor, as
provided in Section 9.13 of the Guaranty and Collateral Agreement, hereby becomes a party to the Guaranty and Collateral Agreement as an Obligor thereunder with the same force and effect as if
originally named therein as an Obligor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of an Obligor thereunder and expressly grants to
the Administrative Agent, for the benefit of the Guaranteed Creditors, a security interest in all Collateral owned by such Additional Obligor to secure all of such Additional Obligor's obligations and
liabilities thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1 through 4 to the Guaranty and Collateral Agreement. The
Additional Obligor hereby represents and warrants that each of the representations and warranties contained in ARTICLE IV of the Guaranty and Collateral Agreement is true and correct on and as the
date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. 


        2.     Governing Law. This Assumption Agreement shall be governed by, and construed in accordance with, the laws of the State of
New York. 


        IN
WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written. 



	

 	
 	
[ADDITIONAL OBLIGOR]
	

 	
 	

By:	
 	

    

	 	 	Name:	 	    

	 	 	Title:	 	    






Annex 1-1













   
Annex II 


Supplement


        SUPPLEMENT,
dated as of                             , 200     , made
by                                         ,
a                                        (the
"Additional
Obligor"), in favor
of                                         ,
as administrative agent (in such capacity, the "Administrative Agent") for the
Guaranteed Creditors (used herein as defined in the Guaranty and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in such Loan
Agreement. 


W
I T N E S S E T H: 


        WHEREAS,
Global Geophysical Services, Inc., a Delaware corporation (the "Borrower"), the Administrative Agent, and certain
financial institutions as agents and lenders have entered into a Loan Agreement, dated as
of                             , 2006 (as amended, restated, supplemented or otherwise modified from
time to time, the "Loan Agreement"); 


        WHEREAS,
in connection with the Loan Agreement, the Borrower and certain of its Affiliates (other than the Additional Obligor) have entered into a Guaranty and Collateral Agreement,
dated as of            , 2006 (as amended, restated, supplemented or otherwise modified from time to time, the "Guaranty and Collateral Agreement")
in favor of the Administrative Agent for the benefit of the Guaranteed Creditors; 


        WHEREAS,
the Loan Agreement requires the Additional Obligor to pledge the Equity Interests described hereto on Schedule 2-S; and 


        WHEREAS,
the Additional Obligor has agreed to execute and deliver this Supplement in order to pledge such Equity Interests; 


        NOW,
THEREFORE, IT IS AGREED: 


        1.     Guaranty and Collateral Agreement. By executing and delivering this Supplement, the Additional Obligor, as provided in
Section 9.13. of the Guaranty and Collateral Agreement, hereby becomes a party to the Guaranty and Collateral Agreement as an Obligor thereunder
with the same force and effect as if originally named as an Obligor therein, and without limiting the generality of the foregoing, hereby pledges and grants a security interest in (a) the
securities described or referred to in Schedule 2-S attached hereto and (b) (i) the certificates or instruments, if any, representing such securities, (ii) all
dividends (cash, Equity Interests or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such securities, (iii) all replacements, additions to and substitutions for any of the Property referred to in this definition,
including, without limitation, claims against third parties, (iv) the proceeds, interest, profits and other income of or on any of the Property referred to in this definition, (v) all
security entitlements in respect of any of the foregoing, if any, (vi) all books and records relating to any of the Property referred to in this definition and (vii) all proceeds of any
of the foregoing (collectively, the "Collateral"). Upon execution of this Supplement, such securities will constitute "Pledged Securities" for purposes
of the Guaranty and Collateral Agreement with the same force and effect as if originally listed on Schedule 2 thereto and, without limiting the generality of the foregoing, the Additional
Obligor hereby expressly assumes all obligations and liabilities of a Obligor thereunder and expressly grants to the Administrative Agent, for the benefit of the Guaranteed Creditors, a security
interest in all Collateral owned by such Additional Obligor to secure all of such its obligations and liabilities thereunder. The information set forth in Schedule 2-S hereto is
hereby added to the information set forth in Schedule 2 to the Guaranty and Collateral Agreement. The Additional Obligor hereby represents and warrants that each of the representations and
warranties contained in ARTICLE IV. of the Guaranty and Collateral Agreement is true and 


Annex II-1







 



correct
on and as the date hereof (after giving effect to this Supplement) as if made on and as of such date. 


        2.     Governing Law. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York. 



        IN
WITNESS WHEREOF, the undersigned has caused this Supplement to be duly executed and delivered as of the date first above written. 



	

 	
 	
[ADDITIONAL OBLIGOR]
	

 	
 	

By:	
 	

    

	 	 	Name:	 	    

	 	 	Title:	 	    





Annex II-2









 
 

Schedule 2-S
  Pledged Securities    
    



	OWNER
	 	ISSUER
	 	PERCENTAGE

OWNED
	 	PERCENTAGE

PLEDGED
	 	CLASS OF STOCK OR OTHER EQUITY INTEREST
	 	NO. OF SHARES
	 	CERTIFICATE NO.

	Global Geophysical Services, Inc.	 	Global Geophysical Services, Ltd.	 	100%	 	65%	 	Ordinary Shares	 	65	 	02




Schedule 2-S 











QuickLinks



Exhibit 10.15


GUARANTY AND COLLATERAL AGREEMENT DATED AS OF MAY 18, 2006 MADE BY GLOBAL GEOPHYSICAL SERVICES, INC. AND EACH OF THE OTHER OBLIGORS (AS DEFINED HEREIN) IN FAVOR OF GUGGENHEIM CORPORATE FUNDING, LLC, AS
ADMINISTRATIVE AGENT

TABLE OF CONTENTS


ARTICLE I Definitions

ARTICLE II Guarantee

ARTICLE III Grant of Security Interest

ARTICLE IV Representations and Warranties

ARTICLE V Covenants

ARTICLE VI Remedial Provisions

ARTICLE VII The Administrative Agent

ARTICLE VIII Subordination of Indebtedness

ARTICLE IX Miscellaneous


FILINGS AND OTHER ACTIONS REQUIRED TO PERFECT SECURITY INTERESTS


Schedule 2-S Pledged Securities