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 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 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 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 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 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 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 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 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 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 is (a) Without limitation to any other provision hereof or the sole legal Other Documents, as security for all Obligations, the Borrower shall, prior to the Closing Date, grant to the Lender, and beneficial owner on the date of making each subsequent Revolving Advance or any other Advance, the Lender shall hold, a continuing first-ranking and perfected and duly registered security interest in, lien on, and assignment of all Property of the Collateral Borrower, now owned or purported hereafter acquired, tangible or intangible, real or personal, moveable or immoveable, including, without limitation, all Collateral. The Lender shall have all of the rights with respect to be owned by it, free the Collateral of a secured party under the PPSA and clear the other laws of all liens, claims Ontario and encumbrances of any natureother applicable jurisdiction and the Lender shall have all the rights of a mortgagee in respect of the Lands. The Borrower shall mark ▇▇▇ books and records as may be necessary or appropriate to evidence, except for protect and perfect 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 Lender's security interests and liens granted by the VSE Entities shall cause its financial statements to the Administrative Agent pursuant to this Agreement constitute valid and enforceable reflect such 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 claims. (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 All Obligations shall constitute a single loan secured by the VSE Entities Collateral. The Lender may, in its sole discretion but subject to the Administrative Agentterms hereof, for the benefit of the Lenders ratably, pursuant to this Agreement (i) constitute perfected security interests in all Collateral exchange, waive, or release any 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 UCCCollateral, (ii) shall be superior to apply Collateral and prior to any other lien on any direct the order or manner 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 sale thereof as the creation, perfection or enforcement of such security interests and liens, other than the filing of continuation statements in accordance with Applicable LawLender may determine, and (iii) in the case of settle, compromise, collect, or otherwise liquidate any Collateral consisting of capital stock, membership interest(s) or ownership interest(s) in any Borrower manner, all without affecting the Obligations or Foreign Subsidiary, subject the Lender's right to (A) having control thereof within the meaning of the UCC, and (B) satisfaction of take any requirements of Applicable Laws of a foreign jurisdiction that dictate an alternative or additional method of perfection, shall be superior to and prior other action with respect to any other lien on any of such Collateral, other than Permitted Liens.