EXCEPT FOR PERMITTED ENCUMBRANCES THE COLLATERAL SHALL BE FREE AND CLEAR OF ALL
LIENS AND ENCUMBRANCES WHATSOEVER; (II) EACH DOCUMENT AND AGREEMENT EXECUTED BY
EACH BORROWER OR DELIVERED TO AGENT OR ANY LENDER IN CONNECTION WITH THIS
AGREEMENT SHALL BE TRUE AND CORRECT IN ALL RESPECTS; (III) ALL SIGNATURES AND
ENDORSEMENTS OF EACH BORROWER THAT APPEAR ON SUCH DOCUMENTS AND AGREEMENTS SHALL
BE GENUINE AND EACH BORROWER SHALL HAVE FULL CAPACITY TO EXECUTE SAME; AND
(IV) EXCEPT WITH RESPECT TO COLLATERAL BEING USED BY WORK CREWS OF ANY BORROWER
IN THE ORDINARY COURSE OF SUCH BORROWER'S BUSINESS,
EACH BORROWER'S COLLATERAL
SHALL BE LOCATED AS SET FORTH ON SCHEDULE 4.5 AND SHALL NOT BE REMOVED FROM SUCH
LOCATION(S) WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT EXCEPT WITH RESPECT TO
THE SALE OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS AND EQUIPMENT TO THE
EXTENT PERMITTED IN SECTION 4.3 HEREOF.
(B)
(I) THERE IS NO LOCATION AT WHICH ANY BORROWER HAS ANY INVENTORY (EXCEPT
FOR INVENTORY IN TRANSIT AND SEISMIC DATA COLLECTED FOR SALE TO CUSTOMERS) OTHER
THAN THOSE LOCATIONS LISTED ON SCHEDULE 4.5; (II) SCHEDULE 4.5 HERETO CONTAINS A
CORRECT AND COMPLETE LIST, AS OF THE SECOND RESTATED CLOSING DATE, OF THE LEGAL
NAMES AND ADDRESSES OF EACH WAREHOUSE AT WHICH INVENTORY OF ANY BORROWER IS
STORED; NONE OF THE RECEIPTS RECEIVED BY ANY BORROWER FROM ANY WAREHOUSE STATES
THAT THE GOODS COVERED THEREBY ARE TO BE DELIVERED TO BEARER OR TO THE ORDER OF
A NAMED PERSON OR TO A NAMED PERSON AND SUCH NAMED PERSON'S ASSIGNS;
(III) SCHEDULE 4.5 HERETO SETS FORTH A CORRECT AND COMPLETE LIST AS OF THE
SECOND RESTATED CLOSING DATE OF (A) EACH PLACE OF BUSINESS OF EACH BORROWER AND
(B) THE CHIEF EXECUTIVE OFFICE OF EACH BORROWER; AND (IV) SCHEDULE 4.5 HERETO
SETS FORTH A CORRECT AND COMPLETE LIST AS OF THE SECOND RESTATED CLOSING DATE OF
THE LOCATION, BY STATE AND STREET ADDRESS, OF ALL REAL PROPERTY OWNED OR LEASED
BY EACH BORROWER, TOGETHER WITH THE NAMES AND ADDRESSES OF ANY LANDLORDS. WITH
RESPECT TO ANY BOOKS AND RECORDS IN CONNECTION WITH ANY COLLATERAL OR IN ANY WAY
RELATING THERETO OR EVIDENCING THE COLLATERAL (COLLECTIVELY, THE "BOOKS AND
RECORDS") WHICH ARE LOCATED AT A LEASED LOCATION, SUCH BOOKS AND RECORDS SHALL
ONLY BE LOCATED IN AND AT SUCH LOCATIONS FOR WHICH AGENT HAS RECEIVED AN
EXECUTED LANDLORD AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO AGENT.
4.6.
Defense of Agent's and Lenders' Interests.
Until (a) payment and
performance in full of all of the Obligations and (b) termination of this
Agreement, Agent's interests in the Collateral shall continue in full force and
effect.
During such period no Borrower shall, without Agent's prior written
consent, pledge, sell (except Inventory in the Ordinary Course of Business and
Equipment to the extent permitted in Section 4.3 hereof), assign, transfer,
create or suffer to exist a Lien upon or encumber or allow or suffer to be
encumbered in any way except for Permitted Encumbrances, any part of the