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
Trademark Security Agreement
Page 2 of 4
JURISDICTION SHALL GOVERN WITH RESPECT TO THE PERFECTION OF THE SECURITY
INTEREST IN, OR THE REMEDIES WITH RESPECT TO, SUCH PARTICULAR COLLATERAL.
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]
Trademark Security Agreement
Page 3 of 4
IN WITNESS WHEREOF, each Pledgor has caused this Trademark 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:
Title:
2.
Insert applicable Pledgors.
Trademark Security Agreement
Page 4 of 4
SCHEDULE 1
TO
TRADEMARK SECURITY AGREEMENT
PLEDGORS
NAME
ADDRESS
Schedule 1 to Trademark Security Agreement
SCHEDULE 2
TO
TRADEMARK SECURITY AGREEMENT
TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS
Trademark Registrations:
PLEDGOR
OWNER
MARK
COUNTRY
REG.
NO.
APPLICATION
NO.
FILING
DATE
ISSUE
DATE
Trademark Applications:
PLEDGOR
OWNER
MARK
COUNTRY
APPLICATION NO.
FILING
DATE
Schedule 2 to Trademark Security Agreement
EXHIBIT 9
[FORM OF]
PERFECTION CERTIFICATE
[SEE ATTACHED.]
PERFECTION CERTIFICATE
JULY 27, 2016
Reference is hereby made to (i) that certain Security Agreement, dated as of the
date hereof (as amended, amended and restated, supplemented or otherwise
modified from time to time, the "Security Agreement"), among SAExploration
Holdings, Inc., a Delaware corporation (the "Issuer"), the Guarantors (as
defined in the Indenture (as hereinafter defined)) from time to time party
thereto, as pledgors, assignors and debtors, in favor of the Noteholder
Collateral Agent (as hereinafter defined) and (ii) that certain Indenture, dated
as of the date hereof (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "Indenture"), among the Issuer, the
Guarantors party thereto, Wilmington Savings Fund Society, FSB, as trustee (in
such capacity, the "Trustee") and as noteholder collateral agent (in such
capacity, the "Noteholder Collateral Agent"). Capitalized terms used but not
defined herein shall have the meanings given to them in the