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.
SECTION 8. Intercreditor Agreement. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, AT ANY TIME THAT THE INTERCREDITOR AGREEMENT (AS
Patent Security Agreement
Page 2 of 3
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]
Patent Security Agreement
Page 3 of 3
IN WITNESS WHEREOF, each Pledgor has caused this Patent 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.
Patent Security Agreement
Page 4 of 3
SCHEDULE 1
TO
PATENT SECURITY AGREEMENT
PLEDGORS
NAME
ADDRESS
Schedule 1 to Patent Security Agreement
SCHEDULE 2
TO
PATENT SECURITY AGREEMENT
PATENTS AND PATENT APPLICATIONS
Patents:
PLEDGOR
OWNER
TITLE
COUNTRY
PATENT
NO.
APPLICATION
NO.
FILING
DATE
ISSUE
DATE
Patent Applications:
PLEDGOR
OWNER
TITLE
COUNTRY
APPLICATION NO.
FILING
DATE
Schedule 2 to Patent Security Agreement
EXHIBIT 8
[FORM OF]
TRADEMARK SECURITY AGREEMENT
This Trademark Security Agreement (this "Trademark Security Agreement"), dated
as of [
], 2016 ,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 pursuant to which the Pledgors are required to execute and
deliver this Trademark Security Agreement;
NOW, THEREFORE, in consideration of the premises and to induce the Noteholder
Collateral Agent, for the benefit of the Secured Parties, to enter into the
Indenture, the Pledgors hereby agree with the Noteholder Collateral Agent as
follows:
SECTION