Common use of SECURITY INTEREST OF BANK IN COLLATERAL Clause in Contracts

SECURITY INTEREST OF BANK IN COLLATERAL. 5.1 As security for the payment and performance of all Liabilities, Bank shall have and is hereby granted a continuing lien on, a security interest in and a right of set-off against the following Collateral: (a) all Accounts of Borrower, whether now or hereafter existing, created, arising or acquired; (b) all Inventory of Borrower, whether now or hereafter existing, created, arising or acquired; (c) all general intangibles of Borrower, whether now or hereafter existing, created, arising, or acquired; (d) all books and records now owned and hereafter acquired relating to Collateral and all files, correspondence, computer programs, tapes, disks and related data processing software owned Borrower or in which Borrower has an interest that contains information concerning or relating to Collateral or any item thereof; and (e) all Proceeds and products of all of the foregoing, including, without limitation, insurance proceeds. No submission by Borrower to Bank of any schedule or other particular identification of Collateral shall be necessary to vest in Bank a security interest in each and every item of Collateral now existing or hereafter acquired, but rather, such security interest shall vest in Bank immediately upon the creation or acquisition of any item of Collateral, without the necessity for any other or further action by Borrower or Bank. 5.2 To the extent applicable, the Texas Business and Commerce Code governs the security interests provided for herein. In connection therewith, Borrower shall take such steps and execute and deliver such financing statements and other papers as Bank may from time to time request. 5.3 If, by reason of location of Collateral or otherwise, the creation, validity, or perfection of security interests provided for herein are governed by the law of a jurisdiction other than Texas, Borrower shall take such steps and execute and deliver such papers as Bank may from time to time request to comply with the Uniform Commercial Code, the Uniform Trust Receipts Act, the Factors Lien Act, the Federal Food Security Act, or other laws of other states or jurisdictions. Borrower hereby appoints and empowers Bank, or any employee of Bank which Bank may designate for the purpose, as attorney-in-fact, to execute on its behalf any financing statements which, in Bank's sole judgment, are necessary to be filed in order to perfect or preserve the perfection of Bank's security interests granted hereby. 5.4 As additional security for the payment and performance of all Liabilities, Borrower shall obtain and maintain or cause to be maintained, with a financially sound and reputable insurer acceptable to Bank, such acceptance not to be unreasonably withheld, life insurance with respect to the life of J. Xxxxx Xxxxxxxx having a death benefit of at least $1,000,000.00 while any of the Liabilities are outstanding and unpaid. Such life insurance policy shall provide that such policy may not be cancelled, amended, or terminated unless at least thirty (30) days prior written notice thereof has been given to Bank. In addition, such insurance policy shall be assigned by Borrower to Bank to secure the prompt payment, performance and observance in full of the Liabilities. All insurance proceeds received by Bank under such policy shall be retained by Bank for application to the payment of such portion of the Liabilities and in such order as Bank may determine in its sole discretion with the balance, if any, to be disbursed to Borrower. Borrower shall furnish Bank with an original or, at Bank's option, a certificate of such insurance policy prior to and as a condition to the receipt of any advance hereunder. Borrower shall deliver to Bank each renewal policy or a certificate pertaining thereto at least fifteen (15) days before the expiration date of such policy.

SECURITY INTEREST OF BANK IN COLLATERAL. 5.1 As Subject to the provisions of Section 5.5 below, as security for the payment and performance of all Liabilities, Bank shall have and is hereby granted a continuing lien on, a security interest in and a right of set-off against the following Collateral: (a) all Accounts of Borrower, whether now or hereafter existing, created, arising or acquired; (b) all Inventory Equipment of Borrower, whether now or hereafter existing, created, arising or acquired; (c) all general intangibles Inventory of Borrower, whether now or hereafter existing, created, arising or acquired; (d) all General Intangibles of Borrower, whether now or hereafter existing, created, arising, or acquired; (de) all contract rights, chattel paper, documents, documents of title, warehouse receipts, bills of lading, notes, and notes receivable instruments of Borrower, whether now or hereafter existing, created, arising, or acquired; (f) all goods, instruments, notes, notes receivable, documents, documents of title, warehouse receipts, bills of lading, certificates of title, policies and certificates of insurance, securities, chattel paper, deposits, cash and other property now or hereafter owned by Borrower or in which it now or hereafter has an interest, which are now or may hereafter be in the possession of or deposited with Bank, or which are otherwise assigned to Bank, or as to which Bank may now or hereafter control possession by documents of title or otherwise; (g) all books and records now owned and hereafter acquired relating to any other Collateral and all files, correspondence, computer programs, tapes, disks and related data processing software owned by Borrower or in which Borrower has an interest that contains information concerning or relating to any of the other Collateral or any item thereof; and (eh) all Proceeds and products of all of the foregoing, including, without limitation, insurance proceeds. No submission by Borrower to Bank of any schedule or other particular identification of Collateral shall be necessary to vest in Bank a security interest in each and every item of Collateral now existing or hereafter acquired, but rather, such security interest shall vest in Bank immediately upon the creation or acquisition of any item of Collateral, without the necessity for any other or further action by Borrower or Bank. 5.2 To the extent applicable, the Texas Business and Commerce Code governs the security interests provided for herein. In connection therewith, therewith Borrower shall take such steps and execute and deliver such financing statements and other papers as Bank may from time to time request. 5.3 If, by reason of location of Collateral or otherwise, the creation, validity, or perfection of security interests provided for herein are governed by the law of a jurisdiction other than Texas, Borrower shall take such steps and execute and deliver such papers as Bank may from time to time request to comply with the Uniform Commercial Code, the Uniform Trust Receipts Act, the Factors Lien Act, the Federal Food Security Act, Code or any other laws of other states or jurisdictionsapplicable law. Borrower hereby appoints and empowers Bank, or any employee of Bank which Bank may designate for the purpose, . as attorney-in-fact, to execute on its behalf any financing statements which, in Bank's sole judgment, are necessary to be filed in order to perfect or preserve the perfection of Bank's security interests granted hereby. 5.4 As additional security for the payment and performance of all Liabilitiesthe Term Note, Borrower Guarantor shall obtain guarantee the payment and maintain or cause to be maintained, with a financially sound and reputable insurer acceptable to Bank, such acceptance not to be unreasonably withheld, life insurance with respect performance of the Term Note pursuant to the life provisions of, and subject to the limitations set forth in, the Guaranty executed by Guarantor contemporaneously with the execution hereof. 5.5 Notwithstanding anything to the contrary contained in Section 5.1: (a) the Collateral described in subsections (a), (c), (d), (e) and (f) of J. Xxxxx Xxxxxxxx having a death benefit Section 5.1, the items described in subsection (g) of at least $1,000,000.00 while Section 5.1 relating thereto and the Proceeds thereof (collectively, the "Revolving Line Collateral") shall secure only the indebtedness under the Revolving Line and related documents and (b) the Collateral described in subsection (b) of Section 5.1, the items described in subsection (g) of Section 5.1 relating thereto and the Proceeds thereof (collectively, the "Term Note Collateral") shall secure only the indebtedness under the Term Note and related documents. Any and all enforcement rights of Bank under any of the Liabilities are outstanding and unpaid. Such life insurance policy Loan Documents relating to the "Collateral" shall provide that such policy may not be cancelled, amendedonly refer to the enforcement rights of Bank to the Revolving Line Collateral after an Event of Default relating to the Revolving Line, or terminated unless at least thirty (30) days prior written notice thereof has been given to Bank. In addition, such insurance policy shall be assigned by Borrower to the enforcement rights of Bank to secure the prompt payment, performance and observance in full Term Note Collateral after an Event of the Liabilities. All insurance proceeds received by Bank under such policy shall be retained by Bank for application Default relating to the payment of such portion of the Liabilities and in such order as Bank may determine in its sole discretion with the balance, if any, to be disbursed to Borrower. Borrower shall furnish Bank with an original or, at Bank's option, a certificate of such insurance policy prior to and as a condition to the receipt of any advance hereunder. Borrower shall deliver to Bank each renewal policy or a certificate pertaining thereto at least fifteen (15) days before the expiration date of such policyTerm Loan.

SECURITY INTEREST OF BANK IN COLLATERAL. 5.1 As security for the payment and performance of all Liabilities, Bank shall have and is hereby granted a continuing lien on, a on and security interest in and a right of set-off against the following Collateral: (a) all Borrower's Accounts of Borrowerand Accounts Receivable, whether now or hereafter owned, existing, created, arising or acquired; ; (b) all Inventory of Borrower's Inventory, equipment, machinery and furnishings, whether now or hereafter owned, existing, created, arising or acquired; ; (c) all Borrower's contract rights, documents, instruments, and general intangibles of Borrowerintangibles, whether now or hereafter owned, existing, created, arising, arising or acquired; ; (d) all books goods, instruments, notes, notes receivable, documents, documents of title, policies and records certificates of insurance, securities, chattel paper, deposits, cash and other property now or hereafter owned and hereafter acquired relating to Collateral and all files, correspondence, computer programs, tapes, disks and related data processing software owned by Borrower or in which Borrower it now or hereafter has an interest that contains information concerning interest, which are now or relating may hereafter be in the possession of Bank, or which are otherwise assigned to Collateral Bank, or any item thereofas to which Bank may now or hereafter control possession by documents of title or otherwise; and and (e) all substitutions, accessions, additions, parts, accessories, replacements, Proceeds and products of of, for and to any and all of the foregoing, including, without limitation, insurance and tort proceeds. No submission by Borrower to Bank , and any and all such substitutions, accessions, additions, parts, accessories, replacements, proceeds and products in the form of any schedule of the property described or other particular identification of Collateral shall be necessary to vest referenced in Bank a security interest in each and every item of Collateral now existing or hereafter acquired, but rather, such security interest shall vest in Bank immediately upon the creation or acquisition of any item of Collateral, without the necessity for any other or further action by Borrower or Bank(a) through (d) above. 5.2 To the extent applicableallowable under applicable law, the Texas Business and Commerce Uniform Commercial Code governs of Alabama shall govern the security interests provided for herein. In connection therewith, Borrower shall take such steps and execute and deliver (or cause the execution and delivery of) such financing statements statements, continuation statements, agreements (including, without limitation, security agreements and other landlord, creditor and mortgagee subordination agreements), documents, and papers (all in form and substance acceptable to Bank) as Bank may from time to time requestrequest to perfect or preserve the perfection and priority of Bank's security interests granted hereby or by any of the other Loan Documents. 5.3 If, by reason of location of Collateral or otherwise, the creation, validity, or perfection of security interests provided for herein are governed by the law of a jurisdiction other than TexasAlabama, Borrower shall take such steps and execute and deliver such documents, agreements, papers and financing statements as Bank may from time to time request to comply with the Uniform Commercial Code, the Uniform Trust Receipts Act, the Factors Lien Act, the Federal Food Security Act, or other laws of other states or jurisdictions. Borrower hereby appoints and empowers Bank, or any employee of Bank 5.4 Borrower shall not pledge, mortgage, or create or suffer to exist a security interest in any of the Collateral or any Proceeds or products thereof, or sell, assign, or create a security interest in any of the Collateral or any Proceeds or products thereof in favor of any person other than Bank which Bank may designate for the purpose, as attorney-in-fact, unless such security interest is expressly subordinate to execute on its behalf any financing statements which, in Bank's sole judgment, are necessary to be filed in order to perfect or preserve the perfection of Bank's security interests granted herebyinterest therein and Bank has approved in writing the existence and priority of such security interest. 5.4 As additional security for the payment and performance of all Liabilities5.5 Upon demand from Bank at any time or times that Borrower is liable to Bank, Borrower shall obtain assign, transfer or deliver to Bank additional Collateral of a value and maintain or cause to be maintained, with a financially sound and reputable insurer acceptable character satisfactory to Bank, or make such acceptance not to be unreasonably withheld, life insurance with respect to the life payment on account of J. Xxxxx Xxxxxxxx having a death benefit of at least $1,000,000.00 while any of the Liabilities are outstanding and unpaid. Such life insurance policy shall provide that such policy may not be cancelled, amended, or terminated unless at least thirty (30) days prior written notice thereof has been given to Bank. In addition, such insurance policy shall be assigned by Borrower to Bank to secure the prompt payment, performance and observance in full of the Liabilities. All insurance proceeds received by Bank under such policy shall be retained by Bank for application to the payment of such portion of the Liabilities and in such order as Bank may determine require. Nothing in its sole discretion with this Section 5 shall be deemed to extend the balance, if any, to be disbursed to Borrower. Borrower shall furnish Bank with an original or, at Bank's option, a certificate availability of such insurance policy prior to and as a condition to the receipt of any advance hereunder. Borrower shall deliver to Bank each renewal policy or a certificate pertaining thereto at least fifteen (15) days before Revolving Line beyond the expiration date of such policytime noted in Section 14 hereof.

SECURITY INTEREST OF BANK IN COLLATERAL. 5.1 As security for the payment and performance of all Liabilities, Bank shall have and is hereby granted a continuing lien on, a on and security interest in and a right of set-off against the following Collateral: (a) all Accounts of Borrower's Opseis Eagle seismic data gathering and recording system, whether now or hereafter owned, existing, created, arising or acquired; (b) all Inventory Borrower's Accounts, Accounts Receivable, notes, notes receivable, contracts, contract rights, leases, lease payments, rental agreements, rentals, drafts, documents, title retention and lien instruments, security agreements, acceptances, instruments, conditional sales contracts, chattel mortgages, chattel paper, general intangibles and other forms of Borrowerobligation and rights to payment and receivables whether or not yet earned by performance, whether now or hereafter owned, existing, created, arising or acquired; (c) all general intangibles Borrower's Inventory, goods, merchandise and other personal property held for sale, lease, rental or licensing by Borrower, or furnished or to be furnished under a contract of service, raw materials, work in process, component parts, materials, and supplies used or to be used, or consumed or to be consumed in Borrower's business, and related products, wherever located, all goods represented thereby, and all such goods that may be reclaimed or repossessed from or returned by Borrower's customers and all shipping and packaging materials related to the foregoing, whether now or hereafter owned, existing, created, arising, arising or acquired; (d) all books and records Borrower's general intangibles, whether now owned and or hereafter acquired relating to Collateral and all filesowned, correspondenceexisting, computer programscreated, tapes, disks and related data processing software owned Borrower arising or in which Borrower has an interest that contains information concerning or relating to Collateral or any item thereof; andacquired; (e) all Borrower's equipment described or referenced in Exhibit B hereto, whether now or hereafter owned, existing, created, arising or acquired; (f) all goods, instruments, notes, notes receivable, documents, documents of title, contracts, policies and certificates of title and policies and certificates of insurance, securities, chattel paper, deposits, papers, agreements, cash and other property now or hereafter owned by Borrower or in which it now or hereafter has an interest, which are now or may hereafter be in the possession of Bank, or which are otherwise assigned to Bank, or as to which Bank may now or hereafter control possession by documents of title or otherwise; and (g) all substitutions, accessions, additions, parts, accessories, attachments, replacements, Proceeds and products of of, to and for any and all of the foregoing, including, without limitation, any and all tort and insurance proceeds. proceeds and any and all income and other proceeds and payments from the sale, lease, collection, licensing, transfer, exchange, disposition or use of any and all of the foregoing, and any and all substitutions, accessions, additions, parts, accessories, attachments, replacements, Proceeds and No submission by Borrower to Bank of any schedule or other particular identification of Collateral shall be necessary to vest in Bank title to or a security interest in each and every item of Collateral now existing or hereafter created or acquired, but rather, such title and security interest shall vest in Bank tank immediately upon the creation or acquisition of any item of Collateral, without the necessity for any other or further action by Borrower or Bank, provided, however, that Borrower shall execute such other and additional documents, instruments and agreements as reasonably may be required by Bank to evidence the security interests contemplated hereby. 5.2 To the extent applicableallowable under applicable law, the Texas Business and Commerce Uniform Commercial Code governs of Alabama shall govern the security interests provided for herein. In connection therewith, Borrower (at Borrower's expense) shall take such steps and execute execute, deliver and deliver file (as applicable) (or cause the execution, delivery and filing (as applicable) of) such financing statements statements, continuation statements, agreements (including, without limitation, security agreements and other landlord, creditor and mortgagee subordination agreements), documents, and papers (all in form and substance acceptable to Bank) as Bank may from time to time requestrequest to perfect or preserve the perfection and priority of Bank's security interests granted hereby or by any of the other Loan Documents. 5.3 If, notwithstanding the foregoing, by reason of location of Borrower, the Collateral or otherwise, the creation, validity, or perfection of security interests provided for herein are governed by the law of a jurisdiction other than TexasAlabama, Borrower shall take such steps and execute and deliver such documents, agreements, papers and financing statements as Bank may from time to time request to comply with the Uniform Commercial Code, the Uniform Trust Receipts Act, the Factors Lien Act, the Federal Food Security Act, or other laws of other states or jurisdictions. Borrower hereby appoints and empowers Bank, or any employee of Bank which Bank may designate for the purpose, as its attorney-in-fact, to execute (and file, as appropriate) on its behalf any documents, agreements, papers and financing statements (at Borrower's expense) which, in Bank's sole judgment, are necessary to be executed and/or filed in order to perfect or preserve the perfection and priority of Bank's security interests granted herebyhereby or by any of the other Loan Documents. 5.4 As additional security for the payment and performance of all Liabilities, Borrower shall obtain and maintain not pledge, mortgage, or cause create or suffer to be maintained, with exist a financially sound and reputable insurer acceptable to Bank, such acceptance not to be unreasonably withheld, life insurance with respect to the life of J. Xxxxx Xxxxxxxx having a death benefit of at least $1,000,000.00 while security interest in any of the Liabilities are outstanding and unpaid. Such life insurance policy shall provide that Collateral or any Proceeds or products thereof,or sell, assign or create a security interest in any of the Collateral or any Proceeds or products thereof in favor of any person other than Bank unless (i) otherwise allowed under the terms of this Agreement or the Related Loan Agreement or (ii) such policy may not be cancelled, amended, or terminated unless at least thirty (30) days prior written notice thereof has been given security interest is expressly subordinate to Bank's security interest therein and Bank has approved in writing the existence and priority of such security interest. In addition, such insurance policy Nothing in this Section 5 shall be assigned by Borrower deemed to Bank to secure extend the prompt payment, performance and observance in full maturity date of the Liabilities. All insurance proceeds received by Bank under such policy shall be retained by Bank for application to Term Loan beyond the payment of such portion of the Liabilities and time noted in such order as Bank may determine in its sole discretion with the balance, if any, to be disbursed to Borrower. Borrower shall furnish Bank with an original or, at Bank's option, a certificate of such insurance policy prior to and as a condition to the receipt of any advance hereunder. Borrower shall deliver to Bank each renewal policy or a certificate pertaining thereto at least fifteen (15) days before the expiration date of such policySection 14 hereof.