Common use of Security Interest in the Collateral Clause in Contracts

Security Interest in the Collateral. Each VSE Entity is the sole legal and beneficial owner of the Collateral owned or purported to be owned by it, free and clear of all liens, claims and encumbrances of any nature, except for the Permitted Liens and other liens expressly permitted by the terms and conditions of this Agreement. Except as expressly set forth in this Agreement, the security interests and liens granted by the VSE Entities to the Administrative Agent pursuant to this Agreement constitute valid and enforceable security interests in and liens on each item of the Collateral of the type or nature that may be made subject to a security interest under the UCC, subject to no other liens other than Permitted Liens. Upon execution of this Agreement, and subject to (a) the filing of UCC-1 financing statements containing a description of the Collateral and naming the applicable VSE Entities as debtors in the appropriate jurisdictions as determined by applicable law, or (b) the requirements of any applicable foreign law(s) that dictate an alternative or additional method of perfecting the security interest in the Collateral pursuant to this Agreement, the security interests and liens granted by the VSE Entities to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to this Agreement (i) constitute perfected security interests in all Collateral of the type or nature in which a security interest may be perfected by filing, recording or registering a financing statement in the United States pursuant to the UCC, (ii) shall be superior to and prior to any other lien on any of such Collateral (but excluding Collateral consisting of capital stock, membership interests or ownership interests in any Foreign Subsidiary), other than Permitted Liens, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and liens, other than the filing of continuation statements in accordance with Applicable Law, and (iii) in the case of Collateral consisting of capital stock, membership interest(s) or ownership interest(s) in any Borrower or Foreign Subsidiary, subject to (A) having control thereof within the meaning of the UCC, and (B) satisfaction of any requirements of Applicable Laws of a foreign jurisdiction that dictate an alternative or additional method of perfection, shall be superior to and prior to any other lien on any of such Collateral, other than Permitted Liens.

Security Interest in the Collateral. Each VSE Entity is To secure the sole legal prompt payment and beneficial owner performance to Agent, Issuer and each Lender (and each other holder of any Obligations) of the Collateral Obligations, each Borrower hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender, Issuer and each other Secured Party, a continuing security interest in and to and Lien on all of its Collateral, whether now owned or purported existing or hereafter created, acquired or arising and wheresoever located. Each Borrower shall mark its books and records as may be necessary or appropriate to be owned by itevidence, free protect and clear perfect Agent’s security interest and shall cause its financial statements to reflect such security interest. Each Borrower shall provide Agent with written notice of all liens, commercial tort claims and encumbrances promptly upon the occurrence of any natureevents giving rise to any such claim(s) (regardless of whether legal proceedings have yet been commenced), except for such notice to contain a brief description of the Permitted Liens and other liens expressly permitted by the terms and conditions of this Agreement. Except as expressly set forth in this Agreementclaim(s), the security interests events out of which such claim(s) arose and liens granted by the VSE Entities to the Administrative Agent pursuant to this Agreement constitute valid and enforceable security interests in and liens on each item of the Collateral of the type or nature that parties against which such claims may be made subject asserted and, if applicable in any case where legal proceedings regarding such claim(s) have been commenced, the case title together with the applicable court and docket number. Upon delivery of each such notice, such Borrower shall be deemed to thereby grant to Agent a security interest and lien in and to such commercial tort claims described therein and all proceeds thereof. Each Borrower shall provide Agent with written notice promptly upon becoming the beneficiary under the UCCany letter of credit that has a face amount of more than $1,000,000 or otherwise obtaining any right, subject to no other liens other than Permitted Liens. Upon execution title or interest in any letter of this Agreementcredit rights, and subject shall promptly, but in any event within fifteen (15) Business Days, notify the Agent thereof in writing and, at the reasonable request of the Agent, shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, use commercially reasonable efforts to either (a) arrange for the filing issuer and any confirmer of UCC-1 financing statements containing a description such letter of credit to consent to an assignment to the Agent of the Collateral and naming proceeds of the applicable VSE Entities as debtors in the appropriate jurisdictions as determined by applicable lawletter of credit, or (b) the requirements of any applicable foreign law(s) that dictate an alternative or additional method of perfecting the security interest in the Collateral pursuant to this Agreement, the security interests and liens granted by the VSE Entities to the Administrative Agent, arrange for the benefit Agent to become the transferee beneficiary of the Lenders ratably, pursuant to this Agreement (i) constitute perfected security interests in all Collateral letter of the type or nature in which a security interest may be perfected by filing, recording or registering a financing statement in the United States pursuant to the UCC, (ii) shall be superior to and prior to any other lien on any of such Collateral (but excluding Collateral consisting of capital stock, membership interests or ownership interests in any Foreign Subsidiary), other than Permitted Liens, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and liens, other than the filing of continuation statements in accordance with Applicable Law, and (iii) in the case of Collateral consisting of capital stock, membership interest(s) or ownership interest(s) in any Borrower or Foreign Subsidiary, subject to (A) having control thereof within the meaning of the UCC, and (B) satisfaction of any requirements of Applicable Laws of a foreign jurisdiction that dictate an alternative or additional method of perfection, shall be superior to and prior to any other lien on any of such Collateral, other than Permitted Lienscredit.

Security Interest in the Collateral. Each VSE Entity Borrower is the sole legal and beneficial owner of the Collateral owned or purported to be owned by it, free and clear of all liens, claims and encumbrances of any nature, except for the Permitted Liens and other liens expressly permitted by the terms and conditions provisions of this Agreement. Except as expressly set forth in this AgreementAgreement or unless requirements of any applicable foreign law(s) dictate an alternative or additional method of creating valid and enforceable security interests in the Collateral (or, as the case may be under any applicable foreign law, such foreign jurisdiction’s equivalent of a valid and enforceable security interest in and to such Collateral), the security interests and liens granted by the VSE Entities Borrowers to the Administrative Agent pursuant to this Agreement constitute valid and enforceable security interests in and liens on each item of the Collateral of the type or nature that which may be made subject to a security interest under the UCC, subject to no other liens other than Permitted Liens. Upon execution of this Agreement, and subject to (ai) the filing of UCC-1 financing statements containing a description of the Collateral and naming the applicable VSE Entities Borrowers as debtors in the appropriate jurisdictions as determined by applicable law, or and/or (bii) the requirements of any applicable foreign law(s) that which dictate an alternative or additional method of perfecting the security interest (or, as the case may be under any applicable foreign law, such foreign jurisdiction’s equivalent of a perfected lien on and security interest) in the Collateral pursuant to this Agreement, the security interests and liens granted by the VSE Entities Borrowers to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to this Agreement (ia) constitute perfected security interests in all Collateral of the type or nature in which a security interest may be perfected by filing, recording or registering a financing statement in the United States pursuant to the UCC, (iib) shall be superior to and prior to any other lien on any of such Collateral (but excluding Collateral consisting of capital stock, membership interests or ownership interests in any Foreign SubsidiaryBorrower), other than Permitted Liens, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and liens, other than the filing of continuation statements in accordance with Applicable Lawapplicable law, and (iiic) in the case of Collateral consisting of capital stock, membership interest(s) or ownership interest(s) in any Borrower or Foreign SubsidiaryBorrower, Caliber and the Synergy Entities, subject to (Ai) having control thereof within the meaning of the UCC, and and/or (Bii) satisfaction of any requirements of Applicable Laws applicable laws of a foreign jurisdiction that which dictate an alternative or additional method of perfectionperfection (or, as the case may be under any applicable foreign law, such foreign jurisdiction’s equivalent of a perfected lien on and security interest in and to such Collateral), shall be superior to and prior to any other lien on any of such Collateral, other than Permitted Liens.

Security Interest in the Collateral. Each VSE Entity is of Borrower, Parent Holdco, the sole legal Lenders and beneficial owner the Agent hereby reaffirm each of the Collateral provisions set forth in Section 4.1 of the Existing Credit Agreement pursuant to Sections 15.20 and 15.21 hereof. Out of an abundance of caution, to secure the prompt payment and performance to Agent and each Lender of the Obligations, Borrower hereby assigns, pledges and grants, and shall cause each Borrowing Base Party (to the extent such Borrowing Base Party has not previously so assigned, pledged and granted) to assign, pledge and grant, to Agent for its benefit and for the ratable benefit of each Lender a continuing security interest in and to and Lien on all of its Collateral, whether now owned or purported to be owned by it, free existing or hereafter acquired or arising and clear wheresoever located. Notwithstanding any of all liens, claims and encumbrances of any nature, except for the Permitted Liens and other liens expressly permitted by the terms and conditions of this Agreement. Except as expressly provisions set forth in this AgreementSection 4.1, the security interests and liens granted by the VSE Entities to the Administrative Agent pursuant to this Agreement shall not constitute valid and enforceable security interests in and liens on each item a grant of the Collateral of the type or nature that may be made subject to a security interest in any property (and such property shall not constitute Collateral) to the extent that such grant of a security interest is (x) prohibited by any requirements of any law, rule or regulation of any governmental authority, requires a consent not obtained of any governmental authority pursuant to such requirement or (y) prohibited by, or constitutes a breach or default under or results in the UCCtermination of or requires any consent not obtained under, subject any contract, license, agreement, instrument or other document evidencing or giving rise to no such property; provided, that the exclusions set forth in clauses (x) and (y) above shall not apply to accounts, payment intangibles or to any other liens category of Collateral to the extent such requirements of law, rule or regulation or the term in such contract, license, agreement, instrument or other than Permitted Liens. Upon execution of this Agreementdocument or shareholder or similar agreement providing for such prohibition, and subject to breach, default or termination or requiring such consent is ineffective under applicable law; provided, further, that the Collateral shall not include (a) the filing Equity Interests in first-tier Domestic Holding Companies or Foreign Subsidiaries of UCC-1 financing statements containing a description Loan Party in excess of the Collateral shares representing 100% of the nonvoting Equity Interests and naming 65% of the applicable VSE Entities as debtors in the appropriate jurisdictions as determined by applicable law, total combined voting power of all classes of Equity Interests entitled to vote of any such Domestic Holding Company or Foreign Subsidiary or (b) the requirements Equity Interests of any Subsidiary owned, directly or indirectly, by a Domestic Holding Company or Foreign Subsidiary of a Loan Party. Borrower shall, and shall cause each Borrowing Base Party to, promptly provide Agent with written notice of all commercial tort claims for claims in excess of $500,000, such notice to contain the case title together with the applicable foreign law(s) that dictate an alternative or additional method of perfecting the security interest in the Collateral pursuant to this Agreement, the security interests court and liens granted by the VSE Entities to the Administrative Agent, for the benefit a brief description of the Lenders ratablyclaim(s). Upon delivery of each such notice, pursuant Borrower (or the applicable Borrowing Base Party) shall be deemed to this Agreement (i) constitute perfected security interests in all Collateral of the type or nature in which hereby grant to Agent a security interest may be perfected by filing, recording or registering a financing statement and lien in the United States pursuant and to the UCC, (ii) shall be superior to such commercial tort claims and prior to any other lien on any of such Collateral (but excluding Collateral consisting of capital stock, membership interests or ownership interests in any Foreign Subsidiary), other than Permitted Liens, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and liens, other than the filing of continuation statements in accordance with Applicable Law, and (iii) in the case of Collateral consisting of capital stock, membership interest(s) or ownership interest(s) in any Borrower or Foreign Subsidiary, subject to (A) having control thereof within the meaning of the UCC, and (B) satisfaction of any requirements of Applicable Laws of a foreign jurisdiction that dictate an alternative or additional method of perfection, shall be superior to and prior to any other lien on any of such Collateral, other than Permitted Liensall proceeds thereof.

Security Interest in the Collateral. Each VSE Entity is To secure the sole legal prompt payment and beneficial owner performance to Agent, Issuer and each Lender (and each other holder of any Obligations) of the Collateral Obligations, each Domestic Loan Party hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender, Issuer and each other Secured Party, a continuing security interest in and to and Lien on all of its Collateral, whether now owned or purported existing or hereafter created, acquired or arising and wheresoever located. Each Domestic Loan Party shall mark its books and records as may be necessary or appropriate to be owned by itevidence, free protect and clear perfect Agent’s security interest and shall cause its financial statements to reflect such security interest. Each Domestic Loan Party shall provide Agent with written notice of all liens, commercial tort claims and encumbrances promptly upon the occurrence of any natureevents giving rise to any such claim(s) (regardless of whether legal proceedings have yet been commenced), except for such notice to contain a brief description of the Permitted Liens and other liens expressly permitted by the terms and conditions of this Agreement. Except as expressly set forth in this Agreementclaim(s), the security interests events out of which such claim(s) arose and liens granted by the VSE Entities to the Administrative Agent pursuant to this Agreement constitute valid and enforceable security interests in and liens on each item of the Collateral of the type or nature that parties against which such claims may be made subject asserted and, if applicable in any case where legal proceedings regarding such claim(s) have been commenced, the case title together with the applicable court and docket number. Upon delivery of each such notice, such Domestic Loan Party shall be deemed to thereby grant to Agent a security interest and lien in and to such commercial tort claims described therein and all proceeds thereof. Each Domestic Loan Party shall provide Agent with written notice promptly upon becoming the beneficiary under the UCCany letter of credit that has a face amount of more than $1,000,000 or otherwise obtaining any right, subject to no other liens other than Permitted Liens. Upon execution title or interest in any letter of this Agreementcredit rights, and subject shall promptly, but in any event within fifteen (15) Business Days, notify the Agent thereof in writing and, at the reasonable request of the Agent, shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, use commercially reasonable efforts to either (a) arrange for the filing issuer and any confirmer of UCC-1 financing statements containing a description such letter of credit to consent to an assignment to the Agent of the Collateral and naming proceeds of the applicable VSE Entities as debtors in the appropriate jurisdictions as determined by applicable lawletter of credit, or (b) the requirements of any applicable foreign law(s) that dictate an alternative or additional method of perfecting the security interest in the Collateral pursuant to this Agreement, the security interests and liens granted by the VSE Entities to the Administrative Agent, arrange for the benefit Agent to become the transferee beneficiary of the Lenders ratably, pursuant to this Agreement (i) constitute perfected security interests in all Collateral letter of the type or nature in which a security interest may be perfected by filing, recording or registering a financing statement in the United States pursuant to the UCC, (ii) shall be superior to and prior to any other lien on any of such Collateral (but excluding Collateral consisting of capital stock, membership interests or ownership interests in any Foreign Subsidiary), other than Permitted Liens, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and liens, other than the filing of continuation statements in accordance with Applicable Law, and (iii) in the case of Collateral consisting of capital stock, membership interest(s) or ownership interest(s) in any Borrower or Foreign Subsidiary, subject to (A) having control thereof within the meaning of the UCC, and (B) satisfaction of any requirements of Applicable Laws of a foreign jurisdiction that dictate an alternative or additional method of perfection, shall be superior to and prior to any other lien on any of such Collateral, other than Permitted Lienscredit.

Security Interest in the Collateral. Each VSE Entity is To secure the sole legal prompt payment and beneficial owner performance to Agent, Issuer and each Lender (and each other holder of any Obligations) of the Collateral Obligations, each Borrower hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender, Issuer and each other Secured Party, a continuing security interest in and to and Lien on all of its Collateral, whether now owned or purported existing or hereafter created, acquired or arising and wheresoever located. Each Borrower shall mark its books and records as may be necessary or appropriate to be owned by itevidence, free protect and clear perfect Agent’s security interest and shall cause its financial statements to reflect such security interest. Each Borrower shall provide Agent with written notice of all liens, commercial tort claims and encumbrances promptly upon the occurrence of any natureevents giving rise to any such claim(s) (regardless of whether legal proceedings have yet been commenced), except for such notice to contain a brief description of the Permitted Liens and other liens expressly permitted by the terms and conditions of this Agreement. Except as expressly set forth in this Agreementclaim(s), the security interests events out of which such claim(s) arose and liens granted by the VSE Entities to the Administrative Agent pursuant to this Agreement constitute valid and enforceable security interests in and liens on each item of the Collateral of the type or nature that parties against which such claims may be made subject asserted and, if applicable in any case where legal [PHI Group] Revolving Credit, Term Loan and Security Agreement proceedings regarding such claim(s) have been commenced, the case title together with the applicable court and docket number. Upon delivery of each such notice, such Borrower shall be deemed to thereby grant to Agent a security interest and lien in and to such commercial tort claims described therein and all proceeds thereof. Each Borrower shall provide Agent with written notice promptly upon becoming the beneficiary under the UCCany letter of credit that has a face amount of more than $1,000,000 or otherwise obtaining any right, subject to no other liens other than Permitted Liens. Upon execution title or interest in any letter of this Agreementcredit rights, and subject shall promptly, but in any event within fifteen (15) Business Days, notify the Agent thereof in writing and, at the reasonable request of the Agent, shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, use commercially reasonable efforts to either (a) arrange for the filing issuer and any confirmer of UCC-1 financing statements containing a description such letter of credit to consent to an assignment to the Agent of the Collateral and naming proceeds of the applicable VSE Entities as debtors in the appropriate jurisdictions as determined by applicable lawletter of credit, or (b) the requirements of any applicable foreign law(s) that dictate an alternative or additional method of perfecting the security interest in the Collateral pursuant to this Agreement, the security interests and liens granted by the VSE Entities to the Administrative Agent, arrange for the benefit Agent to become the transferee beneficiary of the Lenders ratably, pursuant to this Agreement (i) constitute perfected security interests in all Collateral letter of the type or nature in which a security interest may be perfected by filing, recording or registering a financing statement in the United States pursuant to the UCC, (ii) shall be superior to and prior to any other lien on any of such Collateral (but excluding Collateral consisting of capital stock, membership interests or ownership interests in any Foreign Subsidiary), other than Permitted Liens, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and liens, other than the filing of continuation statements in accordance with Applicable Law, and (iii) in the case of Collateral consisting of capital stock, membership interest(s) or ownership interest(s) in any Borrower or Foreign Subsidiary, subject to (A) having control thereof within the meaning of the UCC, and (B) satisfaction of any requirements of Applicable Laws of a foreign jurisdiction that dictate an alternative or additional method of perfection, shall be superior to and prior to any other lien on any of such Collateral, other than Permitted Lienscredit.

Security Interest in the Collateral. Each VSE Entity is To secure the sole legal prompt payment and beneficial owner performance to Agent and each Lender of the Collateral Obligations, Borrower hereby assigns, pledges and grants, and shall cause each Borrowing Base Party to assign, pledge and grant, to Agent for its benefit and for the ratable benefit of each Lender a continuing security interest in and to and Lien on all of its Collateral, whether now owned or purported to be owned by it, free existing or hereafter acquired or arising and clear wheresoever located. Notwithstanding any of all liens, claims and encumbrances of any nature, except for the Permitted Liens and other liens expressly permitted by the terms and conditions of this Agreement. Except as expressly provisions set forth in this AgreementSection 4.1, the security interests and liens granted by the VSE Entities to the Administrative Agent pursuant to this Agreement shall not constitute valid and enforceable security interests in and liens on each item a grant of the Collateral of the type or nature that may be made subject to a security interest in any property (and such property shall not constitute Collateral) to the extent that such grant of a security interest is (x) prohibited by any requirements of any law, rule or regulation of any governmental authority, requires a consent not obtained of any governmental authority pursuant to such requirement or (y) prohibited by, or constitutes a breach or default under or results in the UCCtermination of or requires any consent not obtained under, subject any contract, license, agreement, instrument or other document evidencing or giving rise to no such property; provided, that the exclusions set forth in clauses (x) and (y) above shall not apply to accounts, payment intangibles or to any other liens category of Collateral to the extent such requirements of law, rule or regulation or the term in such contract, license, agreement, instrument or other than Permitted Liens. Upon execution of this Agreementdocument or shareholder or similar agreement providing for such prohibition, and subject to breach, default or termination or requiring such consent is ineffective under applicable law; provided, further, that the Collateral shall not include (a) the filing Equity Interests in first-tier Domestic Holding Companies or Foreign Subsidiaries of UCC-1 financing statements containing a description Loan Party in excess of the Collateral shares representing 100% of the nonvoting Equity Interests and naming 65% of the applicable VSE Entities as debtors in the appropriate jurisdictions as determined by applicable law, total combined voting power of all classes of Equity Interests entitled to vote of any such Domestic Holding Company or Foreign Subsidiary or (b) the requirements Equity Interests of any Subsidiary owned, directly or indirectly, by a Domestic Holding Company or Foreign Subsidiary of a Loan Party. Borrower shall, and shall cause each Borrowing Base Party to, promptly provide Agent with written notice of all commercial tort claims for claims in excess of $500,000, such notice to contain the case title together with the applicable foreign law(s) that dictate an alternative or additional method of perfecting the security interest in the Collateral pursuant to this Agreement, the security interests court and liens granted by the VSE Entities to the Administrative Agent, for the benefit a brief description of the Lenders ratablyclaim(s). Upon delivery of each such notice, pursuant Borrower (or the applicable Borrowing Base Party) shall be deemed to this Agreement (i) constitute perfected security interests in all Collateral of the type or nature in which hereby grant to Agent a security interest may be perfected by filing, recording or registering a financing statement and lien in the United States pursuant and to the UCC, (ii) shall be superior to such commercial tort claims and prior to any other lien on any of such Collateral (but excluding Collateral consisting of capital stock, membership interests or ownership interests in any Foreign Subsidiary), other than Permitted Liens, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and liens, other than the filing of continuation statements in accordance with Applicable Law, and (iii) in the case of Collateral consisting of capital stock, membership interest(s) or ownership interest(s) in any Borrower or Foreign Subsidiary, subject to (A) having control thereof within the meaning of the UCC, and (B) satisfaction of any requirements of Applicable Laws of a foreign jurisdiction that dictate an alternative or additional method of perfection, shall be superior to and prior to any other lien on any of such Collateral, other than Permitted Liensall proceeds thereof.

Security Interest in the Collateral. Each VSE Entity is the sole legal and beneficial owner of the Collateral owned or purported to be owned by it, free and clear of all liens, claims and encumbrances of any nature, except for the Permitted Liens and other liens expressly permitted by the terms and conditions of this Agreement. Except as expressly set forth in this Agreement, the security interests and liens granted by the VSE Entities to the Administrative Agent pursuant to this Agreement constitute valid and enforceable security interests in and liens on each item of the Collateral of the type or nature that may be made subject to a security interest under the UCC, subject to no other liens other than Permitted Liens. Upon execution of this Agreement, and subject to (a) the filing of UCC-1 financing statements containing a description of the Collateral and naming the applicable VSE Entities as debtors in the appropriate jurisdictions as determined by applicable law, or (b) the requirements of any applicable foreign law(s) that dictate an alternative or additional method of perfecting the security interest in the Collateral pursuant to this Agreement, the security interests and liens granted by the VSE Entities to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to this Agreement (i) constitute perfected security interests in all Collateral of the type or nature in which a security interest may be perfected by filing, recording or registering a financing statement in the United States pursuant to the UCC, (ii) shall be superior to and prior to any other lien on any of such Collateral (but excluding Collateral consisting of capital stock, membership interests or ownership interests in any Foreign Subsidiary), other than Permitted Liens, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and liens, other than the filing of continuation statements in accordance with Applicable Law, and (iii) in the case of Collateral consisting of capital stock, membership interest(s) or ownership interest(s) in any Borrower or Foreign Subsidiary, subject to (A) having control thereof within the meaning of the UCC, and (B) satisfaction of any requirements of Applicable Laws of a foreign jurisdiction that dictate an alternative or additional method of perfection, shall be superior to and prior to any other lien on any of such Collateral, other than Permitted Liens.. NAI-1513461614v2

Security Interest in the Collateral. Each VSE Entity Borrower is the sole legal and beneficial owner of the Collateral owned or purported to be owned by it, free and clear of all liens, claims and encumbrances of any nature, except for the Permitted Liens and other liens expressly permitted by the terms and conditions provisions of this Agreement. Except as expressly set forth in this AgreementAgreement or unless requirements of any applicable foreign law(s) dictate an alternative or additional method of creating valid and enforceable security interests in the Collateral (or, as the case may be under any applicable foreign law, such foreign jurisdiction’s equivalent of a valid and enforceable security interest in and to such Collateral), the security interests and liens granted by the VSE Entities Borrowers to the Administrative Agent pursuant to this Agreement constitute valid and enforceable security interests in and liens on each item of the Collateral of the type or nature that which may be made subject to a security interest under the UCC, subject to no other liens other than Permitted Liens. Upon execution of this Agreement, and subject to (ai) the filing of UCC-1 financing statements containing a description of the Collateral and naming the applicable VSE Entities Borrowers as debtors in the appropriate jurisdictions as determined by applicable law, or and/or (bii) the requirements of any applicable foreign law(s) that which dictate an alternative or additional method of perfecting the security interest (or, as the case may be under any applicable foreign law, such foreign jurisdiction’s equivalent of a perfected lien on and security interest) in the Collateral pursuant to this Agreement, the security interests and liens granted by the VSE Entities Borrowers to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to this Agreement (ia) constitute perfected security interests in all Collateral of the type or nature in which a security interest may be perfected by filing, recording or registering a financing statement in the United States pursuant to the UCC, (iib) shall be superior to and prior to any other lien on any of such Collateral (but excluding Collateral consisting of capital stock, membership interests or ownership interests in any Foreign SubsidiaryBorrower), other than Permitted Liens, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and liens, other than the filing of continuation statements in accordance with Applicable Law, and (iiic) in the case of Collateral consisting of capital stock, membership interest(s) or ownership interest(s) in any Borrower or Foreign SubsidiaryBorrower, subject to (Ai) having control thereof within the meaning of the UCC, and and/or (Bii) satisfaction of any requirements of Applicable Laws applicable laws of a foreign jurisdiction that which dictate an alternative or additional method of perfectionperfection (or, as the case may be under any applicable foreign law, such foreign jurisdiction’s equivalent of a perfected lien on and security interest in and to such Collateral), shall be superior to and prior to any other lien on any of such Collateral, other than Permitted Liens.

Security Interest in the Collateral. Each VSE ICF Entity is the sole legal and beneficial owner of the Collateral all assets owned or purported to be owned by it, free and clear of all liens, claims and encumbrances of any nature, except for the Permitted Liens and other liens expressly permitted by the terms and conditions provisions of this Agreement. Except as expressly set forth in this AgreementAgreement or unless requirements of any Applicable Law(s) dictate an alternative or additional method of creating valid and enforceable security interests in the Collateral (or, as the case may be under any Applicable Law, such foreign jurisdiction's equivalent of a valid and enforceable security interest in and to such Collateral), the security interests and liens granted by the VSE Entities Borrowers to the Administrative Agent pursuant to this Agreement Agreement, and granted by the Non-Borrower Affiliates to the Administrative Agent pursuant to the Stock Security Agreement, Membership Interest Assignment or comparable collateral document, constitute valid and enforceable security interests in and liens on each item of the Collateral of the type or nature that which may be made subject to a security interest under the UCC, subject to no other liens other than Permitted Liens. Upon execution of this Agreement, and subject to (a) the filing of UCC-1 financing statements containing a description of the Collateral and naming the applicable VSE Entities Borrowers and/or Non-Borrower Affiliates (as applicable) as debtors in the appropriate jurisdictions as determined by applicable law, or and (b) the requirements of any applicable foreign law(sApplicable Law(s) that which dictate an alternative or additional method of perfecting the security interest (or, as the case may be under any Applicable Law, such foreign jurisdiction’s equivalent of a perfected lien on and security interest) in the Collateral pursuant to this Agreementconsisting of Equity Interests, the security interests and liens granted by the VSE Entities Borrowers to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to this Agreement Agreement, and granted by the Non-Borrower Affiliates to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to the Stock Security Agreement, Membership Interest Assignment or comparable collateral document (i) constitute perfected security interests in all Collateral (but excluding Collateral consisting of Equity Interests in Foreign Non-Borrower Affiliates) of the type or nature in which a security interest may be perfected by filing, recording or registering a financing statement in the United States pursuant to the UCC, (ii) shall be superior to and prior to any other lien on any of such Collateral (but excluding Collateral consisting of capital stock, membership interests or ownership interests Equity Interests in any Foreign SubsidiaryNon-Borrower Affiliates), other than Permitted Liens, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and liens, other than the filing of continuation statements in accordance with Applicable Law, and (iii) in the case of Collateral consisting of capital stock, membership interest(s) or ownership interest(s) Equity Interests in any Foreign Borrower or Foreign SubsidiaryNon-Borrower Affiliate, subject to (A) having control thereof within the meaning of the UCC, and and/or (B) satisfaction of any requirements of Applicable Laws of a foreign jurisdiction that Law which dictate an alternative or additional method of perfectionperfection (or, as the case may be under any Applicable Law, such foreign jurisdiction's equivalent of a perfected lien on and security interest in and to such Collateral), shall be superior to and prior to any other lien on any of such Collateral, other than Permitted Liens.

Security Interest in the Collateral. Each VSE Entity Borrower is the sole legal and beneficial owner of the Collateral all assets owned or purported to be owned by it, free and clear of all liens, claims and encumbrances of any nature, except for the Permitted Liens and other liens expressly permitted by the terms and conditions provisions of this Agreement. Except as expressly set forth in this AgreementAgreement or unless requirements of any applicable foreign law(s) dictate an alternative or additional method of creating valid and enforceable security interests in the Collateral (or, as the case may be under any applicable foreign law, such foreign jurisdiction’s equivalent of a valid and enforceable security interest in and to such Collateral), the security interests and liens granted by the VSE Entities Borrowers to the Administrative Agent pursuant to this Agreement constitute valid and enforceable security interests in and liens on each item of the Collateral of the type or nature that which may be made subject to a security interest under the UCC, subject to no other liens other than Permitted Liens. Upon execution of this Agreement, and subject to (a) the filing of UCC-1 financing statements containing a description of the Collateral and naming the applicable VSE Entities Borrowers as debtors in the appropriate jurisdictions as determined by applicable law, or and/or (b) the requirements of any applicable foreign law(s) that which dictate an alternative or additional method of perfecting the security interest (or, as the case may be under any applicable foreign law, such foreign jurisdiction’s equivalent of a perfected lien on and security interest) in the Collateral pursuant to this Agreement, the security interests and liens granted by the VSE Entities Borrowers to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to this Agreement (i) constitute perfected security interests in all Collateral of the type or nature in which a security interest may be perfected by filing, recording or registering a financing statement in the United States pursuant to the UCC, (ii) shall be superior to and prior to any other lien on any of such Collateral (but excluding Collateral consisting of capital stock, membership interests or ownership interests in any Foreign SubsidiaryBorrower), other than Permitted Liens, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and liens, other than the filing of continuation statements in accordance with Applicable Law, and (iii) in the case of Collateral consisting of capital stock, membership interest(s) or ownership interest(s) in any Borrower or Foreign SubsidiaryBorrower, subject to (A) having control thereof within the meaning of the UCC, and and/or (B) satisfaction of any requirements of Applicable Laws applicable laws of a foreign jurisdiction that which dictate an alternative or additional method of perfectionperfection (or, as the case may be under any applicable foreign law, such foreign jurisdiction’s equivalent of a perfected lien on and security interest in and to such Collateral), shall be superior to and prior to any other lien on any of such Collateral, other than Permitted Liens.

Security Interest in the Collateral. Each VSE Entity Borrower is the sole legal and beneficial owner of the Collateral owned or purported to be owned by it, free and clear of all liens, claims and encumbrances of any nature, except for the Permitted Liens and other liens expressly permitted by the terms and conditions provisions of this Agreement. Except as expressly set forth in this Agreement, the The security interests and liens granted by the VSE Entities each Borrower to the Administrative Agent Lender pursuant to this Agreement and the other Loan Documents constitute valid and enforceable security interests in and liens on each item of the Collateral of the type or nature that which may be made subject to a security interest under the UCC, subject to no other liens other than Permitted Liens. Upon execution of this Agreement, and subject to (a) the filing of UCC-1 financing statements containing a description of the Collateral and naming the applicable VSE Entities Borrowers as debtors in the appropriate jurisdictions as determined by applicable law, or (b) the requirements of any applicable foreign law(s) that dictate an alternative or additional method of perfecting the security interest in the Collateral pursuant to this Agreement, the security interests and liens granted by the VSE Entities each Borrower to the Administrative Agent, for the benefit of the Lenders ratably, Lender pursuant to this Agreement (i) constitute perfected security interests in all Collateral of the type or nature in which a security interest may be perfected by filing, recording or registering a financing statement in the United States pursuant to the UCC, and (ii) shall be superior to and prior to any other lien on any of such Collateral (but excluding Collateral consisting of capital stock, membership interests or ownership interests in any Foreign Subsidiary)Collateral, other than Permitted Liens, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and liens, other than the filing of continuation statements in accordance with Applicable Lawapplicable law. The Borrowers have provided written landlord waivers from each lessor/landlord of any premises occupied by any Borrower to the extent required pursuant to Section 6.16 of this Agreement. Each such landlord waiver subordinates any statutory, and (iii) in contractual or other lien the case of Collateral consisting of capital stock, membership interest(s) or ownership interest(s) lessor/landlord may have in any Borrower or Foreign Subsidiary, subject to (A) having control thereof within the meaning of the UCCCollateral to the lien, operation and (B) satisfaction effect of any requirements of Applicable Laws of a foreign jurisdiction that dictate an alternative or additional method of perfection, shall be superior the lien being granted to the Agent and prior the Lenders pursuant to any this Agreement and the other lien on any of such Collateral, other than Permitted LiensLoan Documents.

Security Interest in the Collateral. Each VSE Entity Borrower is the sole legal and beneficial owner of the Collateral owned or purported to be owned by it, free and clear of all liens, claims and encumbrances of any nature, except for the Permitted Liens and other liens expressly permitted by the terms and conditions of this Agreement. Except as expressly set forth in this Agreement, the security interests and liens granted by the VSE Entities Borrowers to the Administrative Agent pursuant to this Agreement constitute valid and enforceable security interests in and liens on each item of the Collateral of the type or nature that may be made subject to a security interest under the UCC, subject to no other liens other than Permitted Liens. Upon execution of this Agreement, and subject to (a) the filing of UCC-1 financing statements containing a description of the Collateral and naming the applicable VSE Entities Borrowers as debtors in the appropriate jurisdictions as determined by applicable law, or (b) the requirements of any applicable foreign law(s) that dictate an alternative or additional method of perfecting the security interest in the Collateral pursuant to this Agreement, the security interests and liens granted by the VSE Entities Borrowers to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to this Agreement (i) constitute perfected security interests in all Collateral of the type or nature in which a security interest may be perfected by filing, recording or registering a financing statement in the United States pursuant to the UCC, (ii) shall be superior to and prior to any other lien on any of such Collateral (but excluding Collateral consisting of capital stock, membership interests or ownership interests in any Foreign SubsidiaryBorrower), other than Permitted Liens, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and liens, other than the filing of continuation statements in accordance with Applicable Law, and (iii) in the case of Collateral consisting of capital stock, membership interest(s) or ownership interest(s) in any Borrower or Foreign SubsidiaryBorrower, subject to (A) having control thereof within the meaning of the UCC, and (B) satisfaction of any requirements of Applicable Laws of a foreign jurisdiction that dictate an alternative or additional method of perfection, shall be superior to and prior to any other lien on any of such Collateral, other than Permitted Liens.

Security Interest in the Collateral. Each VSE ICF Entity is the sole legal and beneficial owner of the Collateral all assets owned or purported to be owned by it, free and clear of all liens, claims and encumbrances of any nature, except for the Permitted Liens and other liens expressly permitted by the terms and conditions provisions of this Agreement. Except as expressly set forth in this AgreementAgreement or unless requirements of any Applicable Law(s) dictate an alternative or additional method of creating valid and enforceable security interests in the Collateral (or, as the case may be under any Applicable Law, such foreign jurisdiction's equivalent of a valid and enforceable security interest in and to such Collateral), the security interests and liens granted by the VSE Entities Borrowers and Guarantors to the Administrative Agent pursuant to this Agreement Agreement, and granted by the applicable Guarantor or Borrower to the Administrative Agent pursuant to the Stock Security Agreements, Membership Interest Assignments or comparable collateral documents, constitute valid and enforceable security interests in and liens on each item of the Collateral of the type or nature that which may be made subject to a security interest under the UCC, subject to no other liens other than Permitted Liens. Upon execution of this Agreement, and subject to (a) the filing of UCC-1 financing statements containing a description of the Collateral and naming the applicable VSE Entities Borrowers and Guarantors (as applicable) as debtors in the appropriate jurisdictions as determined by applicable law, or and (b) the requirements of any applicable foreign law(sApplicable Law(s) that which dictate an alternative or additional method of perfecting the security interest (or, as the case may be under any Applicable Law, such foreign jurisdiction’s equivalent of a perfected lien on and security interest) in the Collateral pursuant to this Agreementconsisting of Equity Interests, the security interests and liens granted by the VSE Entities Borrowers and the Guarantors to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to this Agreement Agreement, and granted by the applicable Guarantor or Borrower to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to the Stock Security Agreements, Membership Interest Assignments or comparable collateral documents (i) constitute perfected security interests in all Collateral (but excluding Collateral consisting of Equity Interests in Material Foreign Subsidiaries) of the type or nature in which a security interest may be perfected by filing, recording or registering a financing statement in the United States pursuant to the UCC, (ii) shall be superior to and prior to any other lien on any of such Collateral (but excluding Collateral consisting of capital stock, membership interests or ownership interests Equity Interests in any Material Foreign SubsidiarySubsidiaries), other than Permitted Liens, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and liens, other than the filing of continuation statements in accordance with Applicable Law, and (iii) in the case of Collateral consisting of capital stock, membership interest(s) direct or ownership interest(s) indirect Equity Interests in any Borrower or Material Foreign Subsidiary, subject to (A) having control thereof within the meaning of the UCC, and and/or (B) satisfaction of any requirements of Applicable Laws of a foreign jurisdiction that Law which dictate an alternative or additional method of perfectionperfection (or, as the case may be under any Applicable Law, such foreign jurisdiction's equivalent of a perfected lien on and security interest in and to such Collateral), shall be superior to and prior to any other lien on any of such Collateral, other than Permitted Liens.

Security Interest in the Collateral. Each VSE Entity is the sole legal and beneficial owner of the Collateral owned or purported to be owned by it, free and clear of all liens, claims and encumbrances of any nature, except for the Permitted Liens and other liens expressly permitted by the terms and conditions of this Agreement. Except as expressly set forth in this Agreement, the security interests and liens granted by the VSE Entities to the Administrative Agent pursuant to this Agreement constitute valid and enforceable security interests in and liens on each item of the Collateral of the type or nature that may be made subject to a security interest under the UCC, subject to no other liens other than Permitted Liens. Upon execution of this Agreement, and subject to (a) the filing of UCC-1 financing statements containing a description of the Collateral and naming the applicable VSE Entities as debtors in the appropriate jurisdictions as determined by applicable law, or (b) the requirements of any applicable foreign law(s) that dictate an alternative or additional method of perfecting the security interest in the Collateral pursuant to this Agreement, the security interests and liens granted by the VSE Entities to the Administrative Agent, for the benefit of the Lenders ratably, pursuant to this Agreement (i) constitute perfected security interests in all Collateral of the type or nature in which a security interest may be perfected by filing, recording or registering a financing statement in the United States pursuant to the UCC, (ii) shall be superior to and prior to any other lien on NAI-1513461614v2 any of such Collateral (but excluding Collateral consisting of capital stock, membership interests or ownership interests in any Foreign Subsidiary), other than Permitted Liens, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and liens, other than the filing of continuation statements in accordance with Applicable Law, and (iii) in the case of Collateral consisting of capital stock, membership interest(s) or ownership interest(s) in any Borrower or Foreign Subsidiary, subject to (A) having control thereof within the meaning of the UCC, and (B) satisfaction of any requirements of Applicable Laws of a foreign jurisdiction that dictate an alternative or additional method of perfection, shall be superior to and prior to any other lien on any of such Collateral, other than Permitted Liens.

Security Interest in the Collateral. Each VSE Entity is To secure the sole legal prompt payment and beneficial owner performance to the Post-Petition Secured Parties of the Collateral owned Post-Petition Obligations (and, upon entry of the Final Order, any and all Obligations, including without limitation, all Pre-Petition Obligations and Post-Petition Obligations) of whatever kind, nature or purported to be owned by itdescription, free and clear of all liensabsolute or contingent, claims and encumbrances of any nature, except for the Permitted Liens and other liens expressly permitted by the terms and conditions of this Agreement. Except as expressly set forth in this Agreementnow existing or hereafter arising, the security interests and liens granted by the VSE Entities to the Administrative Agent pursuant to this Agreement constitute valid and enforceable security interests in and liens on each item of the Collateral of the type or nature that may be made subject to a security interest under the UCC, subject to no other liens other than Permitted Liens. Upon execution of this Agreement, and subject to (a) the filing of UCC-1 financing statements containing a description of the Collateral and naming the applicable VSE Entities as debtors in the appropriate jurisdictions as determined by applicable law, or (b) the requirements of any applicable foreign law(s) that dictate an alternative or additional method of perfecting the security interest in the Collateral pursuant to this Agreement, the security interests and liens granted by the VSE Entities to the Administrative Agent, for the benefit of itself and the Lenders ratablyother Secured Parties, pursuant shall have and is hereby granted by (x) each Debtor, effective as of the Petition Date, valid and perfected first priority (subject to this Agreement (ix) constitute perfected the priority of Liens set forth Section 10(b) of the Interim Order and (y) the ABL Intercreditor Agreement) security interests and liens in and upon all Collateral pre- and post- petition property of such Debtor constituting US Collateral, whether existing on the Petition Date or thereafter acquired (which shall, for the avoidance of doubt, include the property listed in the following clause (y)) and (y) the US Loan Parties a continuing security interest in and to and Lien on all of its US Collateral, whether now owned or existing or hereafter created, acquired or arising and wheresoever located. Each US Loan Party shall mark its books and records as may be necessary or appropriate to evidence, protect and perfect Agent’s security interest and shall cause its financial statements to reflect such security interest. Each US Loan Party shall promptly provide Agent with written notice of all commercial tort claims in excess of $500,000 in Officer’s Certificate required under Section 9.7 or 9.8, as the case may be, next following the commencement of legal proceedings with respect thereto, such notice to contain the case title together with the applicable court and a brief description of the type or nature in claim(s), the events out of which such claim(s) arose and the parties against which such claims may be asserted and the case title together with the applicable court and docket number and the express grant by such US Loan Party to Agent of a security interest and lien in and to such commercial tort claim and the proceeds thereof. In the event that such notice does not include such grant of a security interest, the sending thereof by a US Loan Party to Agent shall be deemed to thereby grant to Agent a security interest and lien in and to such commercial tort claims described therein and all proceeds thereof. Each US Loan Party shall provide Agent with written notice promptly upon becoming the beneficiary under any letter of credit or otherwise obtaining any right, title or interest in any letter of credit rights, in each case having a value in excess of $1,000,000, and at Agent’s request shall take such actions as Agent may be perfected by filing, recording or registering a financing statement reasonably request for the perfection of Agent’s security interest therein. The Pre-Petition Secured Parties are entitled to adequate protection as set forth in the United States pursuant to Interim Order and, once entered, the UCC, (ii) shall be superior to and prior to any other lien on any of such Collateral (but excluding Collateral consisting of capital stock, membership interests or ownership interests in any Foreign Subsidiary), other than Permitted Liens, and no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and liens, other than the filing of continuation statements in accordance with Applicable Law, and (iii) in the case of Collateral consisting of capital stock, membership interest(s) or ownership interest(s) in any Borrower or Foreign Subsidiary, subject to (A) having control thereof within the meaning of the UCC, and (B) satisfaction of any requirements of Applicable Laws of a foreign jurisdiction that dictate an alternative or additional method of perfection, shall be superior to and prior to any other lien on any of such Collateral, other than Permitted LiensFinal Order.