Common use of Pledged Debt Instruments Clause in Contracts

Pledged Debt Instruments. 1. Intercompany Canadian Note. 2. Intercompany Subordinated Note. To: Cantor Xxxxxxxxxx Securities, as Agent Re: Compliance Certificate dated [ ] Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit and Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of July 25, 2018, by and among SAExploration Inc., a Delaware corporation (“Borrower”), the guarantors party thereto from time to time, the lenders party thereto from time to time, and Cantor Xxxxxxxxxx Securities, in its capacity as administrative agent and as collateral agent (the “Agent”). Capitalized terms used in this Compliance Certificate have the meanings set forth in the Credit Agreement unless specifically defined herein. Pursuant to Section 6.1 of the Credit Agreement, the undersigned chief financial officer of Borrower, on behalf of Borrower and the other Loan Parties, hereby certifies (solely in his or her capacity as an officer of Borrower and not in an individual capacity) that: 1. Attached is the financial information of Parent and its Subsidiaries which is required to be furnished to the Agent pursuant to Schedule 6.1 of the Credit Agreement for the period ended , (the “Reporting Date”). Such financial information has been prepared in accordance with GAAP, and fairly presents in all material respects the financial condition of Parent and its Subsidiaries. 2. Such officer has reviewed the terms of the Credit Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Parent and its Subsidiaries during the accounting period covered by the financial statements delivered pursuant to Schedule 6.1 of the Credit Agreement. 3. Such review has not disclosed the existence on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default. 4. The representations and warranties of each Loan Party and its Subsidiaries (other than Excluded Subsidiaries, unless expressly provided therein) set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof (except to the extent they relate to a specified date). 5. As of the Reporting Date, the Loan Parties and their respective Subsidiaries (other than Excluded Subsidiaries, unless expressly provided therein) are in compliance with the applicable covenants contained in Section 6 and Section 7 of the Credit Agreement. 6. Attached is the information required to be provided pursuant to Section 6.13 of the Credit Agreement relating to Material Contracts.

Pledged Debt Instruments. 1Issuer Description of Debt Certificate No(s). Intercompany Canadian Note. 2. Intercompany Subordinated Note. ToFinal Maturity Principal Amount ACKNOWLEDGED AND AGREED as of the date first above written: Cantor Xxxxxxxxxx SecuritiesXXXXXXX XXXXX MORTGAGE COMPANY, as Agent ReBy: Compliance Certificate dated [ ] Ladies and Gentlemen______________________ Name: Reference is made to that certain Second Amended and Restated Credit and Security Agreement (as amendedTitle: This JOINDER AGREEMENT, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of July 25_________ __, 201820__, is delivered pursuant to Section 7.10 (Additional Grantors) of the Pledge and Security Agreement, dated as of April 28, 2011 by and among SAExploration Inc.KBS GKK Participation Holdings I, a Delaware corporation (“Borrower”), the guarantors party thereto from time to time, the lenders party thereto from time to time, and Cantor Xxxxxxxxxx Securities, in its capacity as administrative agent and as collateral agent LLC (the “AgentSeller”) and the Subsidiaries of the Seller listed on the signature pages thereof in favor of Xxxxxxx Sachs Mortgage Company (the “Pledge and Security Agreement”). Capitalized terms used in this Compliance Certificate have herein but not defined herein are used with the meanings given them in the Pledge and Security Agreement. By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 7.10 (Additional Grantors) of the Pledge and Security Agreement, hereby becomes a party to the Pledge and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, hereby grants to the Buyer, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Guaranteed Obligations of the undersigned, a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1‑A is hereby added to the Credit Agreement unless specifically defined hereininformation set forth in Schedules 1 through 6 to the Pledge and Security Agreement. Pursuant By acknowledging and agreeing to Section 6.1 of the Credit this Joinder Agreement, the undersigned chief financial officer of Borrower, on behalf of Borrower and the other Loan Parties, hereby certifies (solely in his or her capacity as an officer of Borrower and not in an individual capacity) that: 1. Attached is the financial information of Parent and its Subsidiaries which is required to agree that this Joinder Agreement may be furnished attached to the Agent pursuant Pledge and Security Agreement and that the Pledged Collateral listed on Annex 1‑A to Schedule 6.1 this Pledge Amendment shall be and become part of the Credit Collateral referred to in the Pledge and Security Agreement for the period ended , (the “Reporting Date”). Such financial information has been prepared in accordance with GAAP, and fairly presents in shall secure all material respects the financial condition of Parent and its Subsidiaries. 2. Such officer has reviewed the terms Guaranteed Obligations of the Credit Agreement undersigned. The undersigned hereby represents and has made, or caused to be made under his/her supervision, a review in reasonable detail warrants that each of the transactions representations and condition of Parent warranties contained in Article III (Representations and its Subsidiaries during the accounting period covered by the financial statements delivered pursuant to Schedule 6.1 Warranties) of the Credit Agreement. 3. Such review has not disclosed Pledge and Security Agreement applicable to it is true and correct on and as the existence date hereof as if made on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Defaultsuch date. 4. The representations and warranties of each Loan Party and its Subsidiaries (other than Excluded Subsidiaries, unless expressly provided therein) set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof (except to the extent they relate to a specified date). 5. As of the Reporting Date, the Loan Parties and their respective Subsidiaries (other than Excluded Subsidiaries, unless expressly provided therein) are in compliance with the applicable covenants contained in Section 6 and Section 7 of the Credit Agreement. 6. Attached is the information required to be provided pursuant to Section 6.13 of the Credit Agreement relating to Material Contracts.

Pledged Debt Instruments. 1Issuer Description of Debt Certificate No(s). Intercompany Canadian Note. 2. Intercompany Subordinated Note. To: Cantor Xxxxxxxxxx SecuritiesFinal Maturity Principal Amount This JOINDER AGREEMENT, dated as of _________ __, 20__, is delivered pursuant to Section 8.6 of the Guaranty and Security Agreement, dated as of November 17, 2010, by and among Francesca’s Collections, Inc. (the “Borrower”), the undersigned Grantor and the other Affiliates of the Borrower from time to time party thereto as Grantors, Royal Bank of Canada, as Agent Re: Compliance Certificate dated [ ] Ladies administrative agent, and Gentlemen: Reference is made Royal Bank of Canada, as collateral agent for the Secured Parties referred to that certain Second Amended and Restated Credit and Security Agreement therein (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Guaranty and Security Agreement”) dated as of July 25, 2018, by and among SAExploration Inc., a Delaware corporation (“Borrower”), the guarantors party thereto from time to time, the lenders party thereto from time to time, and Cantor Xxxxxxxxxx Securities, in its capacity as administrative agent and as collateral agent (the “Agent”). Capitalized terms used herein without definition are used as defined in the Guaranty and Security Agreement. By executing and delivering this Compliance Certificate have Joinder Agreement, the meanings undersigned, as provided in Section 8.6 of the Guaranty and Security Agreement, hereby becomes a party to the Guaranty and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, the undersigned (i) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder and (ii) hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Loan Document, of all the Guaranteed Obligations on the terms set forth in the Credit Agreement unless specifically defined hereinGuaranty and Security Agreement. Pursuant The undersigned hereby agrees to Section 6.1 be bound as a Grantor for the purposes of the Credit Guaranty and Security Agreement. The information set forth in Annex A to this Joinder Agreement is hereby added to the information set forth in Schedules 1 through 6 to the Guaranty and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned chief financial officer of Borrower, on behalf of Borrower and the other Loan Parties, hereby certifies (solely in his or her capacity as an officer of Borrower and not in an individual capacity) that: 1. Attached is the financial information of Parent and its Subsidiaries which is required to agree that this Joinder Agreement may be furnished attached to the Agent pursuant Guaranty and Security Agreement and that the Pledged Collateral listed on Annex A to Schedule 6.1 this Joinder Amendment shall be and become part of the Credit Collateral referred to in the Guaranty and Security Agreement for the period ended , (the “Reporting Date”). Such financial information has been prepared in accordance with GAAP, and fairly presents in shall secure all material respects the financial condition of Parent and its Subsidiaries. 2. Such officer has reviewed the terms Secured Obligations of the Credit Agreement undersigned. The undersigned hereby represents and has made, or caused to be made under his/her supervision, a review in reasonable detail warrants that each of the transactions and condition of Parent and its Subsidiaries during the accounting period covered by the financial statements delivered pursuant to Schedule 6.1 of the Credit Agreement. 3. Such review has not disclosed the existence on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default. 4. The representations and warranties contained in Article IV of each Loan Party the Guaranty and its Subsidiaries (other than Excluded Subsidiaries, unless expressly provided therein) set forth in the Credit Security Agreement and the other Loan Documents are applicable to it is true and correct in all material respects on and as of the date hereof (except as if made on and as of such date. IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to the extent they relate to a specified date). 5. As be duly executed and delivered as of the Reporting Datedate first above written. [ADDITIONAL GRANTOR] By: Name: Title: as of the date first above written: [EACH GRANTOR PLEDGING ADDITIONAL COLLATERAL] By: Name: Title: ROYAL BANK OF CANADA, as Collateral Agent and Administrative Agent By: Name: Title: THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT, dated as of _________ __, 20__, is entered into by and among each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the Loan Parties “Grantors”), Royal Bank of Canada, as administrative agent (“Administrative Agent”), and their respective Subsidiaries Royal Bank of Canada, as collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the Lenders, the L/C Issuer and each other than Excluded Subsidiaries, unless expressly provided therein) are Secured Party (as defined in compliance with the applicable covenants contained in Section 6 and Section 7 of the Credit Agreement. 6. Attached is the information required to be provided pursuant to Section 6.13 of the Credit Agreement relating referred to Material Contractsbelow).

Pledged Debt Instruments. 1ISSUER DESCRIPTION OF DEBT CERTIFICATE NO(S). Intercompany Canadian NoteFINAL MATURITY PRINCIPAL AMOUNT ACKNOWLEDGED AND AGREED as of the date first above written: CITICORP USA, INC. 2. Intercompany Subordinated Note. To: Cantor Xxxxxxxxxx Securities, as Administrative Agent ReBy: Compliance Certificate dated [ ] Ladies and GentlemenName: Reference is made to that certain Second Amended and Restated Credit and Security Agreement (as amendedTitle: ANNEX 4 PLEDGE AND SECURITY AGREEMENT FORM OF JOINDER AGREEMENT This JOINDER AGREEMENT, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of July 25, 201820 , is delivered pursuant to Section 7.11 (Additional Grantors) of the Pledge and Security Agreement, dated as of May __, 2007, by and among SAExploration J. CREW OPERATING CORP., a Delaware corporation (“Operating”), J. CREW INC., a New Jersey corporation (“J. Crew”), XXXXX XXXXXX, INC., a Delaware corporation doing business as J. CREW RETAIL (“Retail”), H.F.D. NO. 55, INC., a Delaware corporation doing business as J. Crew Factory (“Factory”), Xxxxxxxx Inc., a Delaware corporation (“BorrowerMadewell”), J. CREW GROUP INC. (“Holdings”), J. CREW INTERNATIONAL, INC.(“JCI”) (each a “Grantor” and collectively the guarantors party thereto from time “Grantors”) in favor of Citicorp USA, Inc., as agent for the Secured Parties referred to time, the lenders party thereto from time to time, and Cantor Xxxxxxxxxx Securities, in its capacity as administrative agent and as collateral agent therein (the “AgentPledge and Security Agreement”). Capitalized terms used in this Compliance Certificate have herein but not defined herein are used with the meanings given them in the Pledge and Security Agreement. By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 7.11 (Additional Grantors) of the Pledge and Security Agreement, hereby becomes a party to the Pledge and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, hereby grants to the Administrative Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A is hereby added to the Credit Agreement unless specifically defined hereininformation set forth in Schedules 1 through 7 to the Pledge and Security Agreement. Pursuant By acknowledging and agreeing to Section 6.1 of the Credit this Joinder Agreement, the undersigned chief financial officer of Borrower, on behalf of Borrower and the other Loan Parties, hereby certifies (solely in his or her capacity as an officer of Borrower and not in an individual capacity) that: 1. Attached is the financial information of Parent and its Subsidiaries which is required to agree that this Joinder Agreement may be furnished attached to the Agent pursuant Pledge and Security Agreement and that the Pledged Collateral listed on Annex 1-A to Schedule 6.1 this Pledge Amendment shall be and become part of the Credit Collateral referred to in the Pledge and Security Agreement for the period ended , (the “Reporting Date”). Such financial information has been prepared in accordance with GAAP, and fairly presents in shall secure all material respects the financial condition of Parent and its Subsidiaries. 2. Such officer has reviewed the terms Secured Obligations of the Credit Agreement undersigned. The undersigned hereby represents and has made, or caused to be made under his/her supervision, a review in reasonable detail warrants that each of the transactions representations and condition of Parent warranties contained in Article III (Representations and its Subsidiaries during the accounting period covered by the financial statements delivered pursuant to Schedule 6.1 Warranties) of the Credit Agreement. 3. Such review has not disclosed Pledge and Security Agreement applicable to it is true and correct on and as the existence date hereof as if made on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Defaultsuch date. 4. The representations and warranties of each Loan Party and its Subsidiaries (other than Excluded Subsidiaries, unless expressly provided therein) set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof (except to the extent they relate to a specified date). 5. As of the Reporting Date, the Loan Parties and their respective Subsidiaries (other than Excluded Subsidiaries, unless expressly provided therein) are in compliance with the applicable covenants contained in Section 6 and Section 7 of the Credit Agreement. 6. Attached is the information required to be provided pursuant to Section 6.13 of the Credit Agreement relating to Material Contracts.

Pledged Debt Instruments. 1Issuer Description of Debt Certificate No(s). Intercompany Canadian NoteFinal Maturity Principal Amount ACKNOWLEDGED AND AGREED as of the date first above written: CITIGROUP FINANCIAL PRODUCTS INC. 2. Intercompany Subordinated Note. To, By: Cantor Xxxxxxxxxx Securities______________________ Name: Title: This JOINDER AGREEMENT, as Agent Re: Compliance Certificate dated [ ] Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit and Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of July 25_________ __, 201820__, is delivered pursuant to Section 7.10 (Additional Grantors) of the Pledge and Security Agreement, dated as of April 28, 2011 by and among SAExploration Inc.KBS GKK Participation Holdings ii, a Delaware corporation (“Borrower”), the guarantors party thereto from time to time, the lenders party thereto from time to time, and Cantor Xxxxxxxxxx Securities, in its capacity as administrative agent and as collateral agent LLC (the “AgentSeller”) and the Subsidiaries of the Seller listed on the signature pages thereof in favor of the Citigroup Financial Products Inc. (the “Pledge and Security Agreement”). Capitalized terms used in this Compliance Certificate have herein but not defined herein are used with the meanings given them in the Pledge and Security Agreement. By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 7.10 (Additional Grantors) of the Pledge and Security Agreement, hereby becomes a party to the Pledge and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, hereby grants to the Buyer, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Guaranteed Obligations of the undersigned, a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1‑A is hereby added to the Credit Agreement unless specifically defined hereininformation set forth in Schedules 1 through 6 to the Pledge and Security Agreement. Pursuant By acknowledging and agreeing to Section 6.1 of the Credit this Joinder Agreement, the undersigned chief financial officer of Borrower, on behalf of Borrower and the other Loan Parties, hereby certifies (solely in his or her capacity as an officer of Borrower and not in an individual capacity) that: 1. Attached is the financial information of Parent and its Subsidiaries which is required to agree that this Joinder Agreement may be furnished attached to the Agent pursuant Pledge and Security Agreement and that the Pledged Collateral listed on Annex 1‑A to Schedule 6.1 this Pledge Amendment shall be and become part of the Credit Collateral referred to in the Pledge and Security Agreement for the period ended , (the “Reporting Date”). Such financial information has been prepared in accordance with GAAP, and fairly presents in shall secure all material respects the financial condition of Parent and its Subsidiaries. 2. Such officer has reviewed the terms Guaranteed Obligations of the Credit Agreement undersigned. The undersigned hereby represents and has made, or caused to be made under his/her supervision, a review in reasonable detail warrants that each of the transactions representations and condition of Parent warranties contained in Article III (Representations and its Subsidiaries during the accounting period covered by the financial statements delivered pursuant to Schedule 6.1 Warranties) of the Credit Agreement. 3. Such review has not disclosed Pledge and Security Agreement applicable to it is true and correct on and as the existence date hereof as if made on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Defaultsuch date. 4. The representations and warranties of each Loan Party and its Subsidiaries (other than Excluded Subsidiaries, unless expressly provided therein) set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof (except to the extent they relate to a specified date). 5. As of the Reporting Date, the Loan Parties and their respective Subsidiaries (other than Excluded Subsidiaries, unless expressly provided therein) are in compliance with the applicable covenants contained in Section 6 and Section 7 of the Credit Agreement. 6. Attached is the information required to be provided pursuant to Section 6.13 of the Credit Agreement relating to Material Contracts.