so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.
SECTION 7. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF
LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION, EXCEPT TO THE EXTENT THAT THE UCC PROVIDES THAT PERFECTION OF THE
SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR
COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF
NEW YORK, IN WHICH CASE THE LAWS OF SUCH JURISDICTION SHALL GOVERN WITH RESPECT
TO THE PERFECTION OF THE SECURITY INTEREST IN, OR THE REMEDIES WITH RESPECT TO,
SUCH PARTICULAR COLLATERAL.
Copyright Security Agreement
Page 2 of 3
SECTION 8. Intercreditor Agreement. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, AT ANY TIME THAT THE INTERCREDITOR AGREEMENT (AS DEFINED IN THE
SECURITY AGREEMENT) SHALL BE IN FULL FORCE AND EFFECT, THE LIEN AND SECURITY
INTEREST GRANTED TO THE NOTEHOLDER COLLATERAL AGENT PURSUANT TO THIS AGREEMENT
AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE NOTEHOLDER COLLATERAL AGENT
HEREUNDER SHALL BE SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, AND IN
THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND
THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND
CONTROL.
[SIGNATURE PAGE FOLLOWS]
Copyright Security Agreement
Page 3 of 3
IN WITNESS WHEREOF, each Pledgor has caused this Copyright Security Agreement to
be executed and delivered by its duly authorized officer as of the date first
set forth above.
SAEXPLORATION HOLDINGS, INC.
By:
Name:
Title:
[
]2
By:
Name:
Title:
Accepted and Agreed:
WILMINGTON SAVINGS FUND SOCIETY, FSB,
as Noteholder Collateral Agent
By:
Name:
Geoffrey Lewis
Title:
Vice President
2.
Insert applicable Pledgor.
Copyright Security Agreement
Page 4 of 3
SCHEDULE 1
TO
COPYRIGHT SECURITY AGREEMENT
PLEDGORS
NAME
ADDRESS
Schedule 1 to Copyright Security Agreement
SCHEDULE 2
TO
COPYRIGHT SECURITY AGREEMENT
COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS
Copyright Registrations:
PLEDGOR
OWNER
TITLE
OF
WORK
COUNTRY
TITLE
REG.
NO.
APPLICATION
NO.
FILING
DATE
ISSUE
DATE
Copyright Applications:
PLEDGOR
OWNER
TITLE OF
WORK
COUNTRY
TITLE
APPLICATION NO.
FILING
DATE
Schedule 2 to Copyright Security Agreement
EXHIBIT 7
[FORM OF]
PATENT SECURITY AGREEMENT
This Patent Security Agreement (this "Patent Security Agreement"), dated as of
[
],by SAExploration Holdings, Inc., a Delaware corporation
(the "Company"), and each Guarantor listed on Schedule 1 hereto (collectively,
the "Pledgors"), in favor of Wilmington Savings Fund Society, FSB, in its
capacity as noteholder collateral agent pursuant to the Indenture, dated as of
the date hereof (in such capacity, the "Noteholder Collateral Agent").
W I T N E S S E T H:
WHEREAS, the Pledgors are party to a Security Agreement, dated as of the date
hereof (as amended, amended and restated, supplemented or otherwise modified
from time to time, the "Security Agreement") in favor of the Noteholder
Collateral Agent