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 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 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 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 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 xxx 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.

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 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 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) In order to secure the filing of UCC-1 financing statements containing a description performance of the Collateral and naming obligations of the applicable VSE Entities as debtors in Pledgor under 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 AgreementNote, the security interests Pledgor hereby pledges, assigns, transfers, sets over and liens granted by the VSE Entities delivers to the Administrative Agent, Pledgee and grants for the benefit of the Lenders ratablyPledgee a security interest in and to all of the following in which the Pledgor may now or hereafter have any right, pursuant to this Agreement title or interest: (i) constitute perfected security interests the Interest; (ii) all cash, securities, distributions and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Collateral of the type foregoing; and (iii) all proceeds of any of the property of the Pledgor described in clauses (i-iii) above (all of the property described in the foregoing clauses (i)-(iii) is hereinafter referred to as the "COLLATERAL"). (b) The Interest and all other property constituting Collateral is hereby pledged and delivered by the Pledgor to the Pledgee. In addition, on the date of execution of this Pledge Agreement, the Company hereby acknowledges notice of this Pledge Agreement and the Company agrees to make a notation on its register of members of this Pledge Agreement, and the Pledgor agrees to take such other action as the Pledgee shall deem reasonably necessary or nature appropriate to duly record the lien created hereunder in which a the Collateral. In addition, at the request of the Pledgee, the Pledgor shall give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement, or other papers that may be necessary or desirable (in the reasonable judgment of the Pledgee) to create, preserve, perfect or validate the security interest may be perfected by filingand lien granted pursuant hereto or to enable the Pledgee to exercise and enforce its rights hereunder. In particular, recording or registering the Pledgor agrees to file a financing statement in the United States pursuant with respect to the UCCCollateral with the Secretary of State of the State of Delaware. All securities and other certificated property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for the Interest or other items of Collateral (iicollectively with the Interest, the "PROPERTY") shall also be superior pledged and delivered 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 LiensPledgee when received.

Security Interest in the Collateral. Each VSE Entity As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, the Borrower hereby pledges, grants and assigns to the Lenders a lien and security interest in all right, title and interest of the Borrower in the following property, whether now owned by the Borrower or hereafter acquired, and whether now existing or hereafter coming into existence (all being collectively referred to herein as "COLLATERAL"): ( a) the shares of capital stock of each Issuer represented by the certificates identified in Annex 1 hereto and all other shares of capital stock of whatever class of each Issuer, now or hereafter owned by the Borrower, in each case, together with the certificates representing the same (collectively, the "Pledged Stock"); ( b) all shares, securities, moneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Stock; ( c) without affecting the obligations of the Borrower under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving business entity, all shares of each class of the capital stock of the successor business entity (unless such successor business entity is the sole legal and beneficial owner of Borrower) formed by or resulting from such consolidation or merger (the Collateral owned Pledged Stock, together with all other certificates, shares, securities, properties or purported moneys as may from time to time 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 pledged hereunder 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 clause (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) above and this clause (c) being herein collectively called the requirements "Stock Collateral"); ( d) proceeds of any applicable foreign law(skind resulting from any disposition of any Aircraft Leasehold, including proceeds in respect of any assumption and assignment of any Aircraft Leasehold, and including but not limited to any consideration payable by assignees to the Borrower for the right to obtain the assignment or any reimbursement to the Borrower of security deposits or maintenance reserves resulting from the assignee's assumption and performance of the obligation to pay such deposits or reserves; ( e) that dictate an alternative all Routes; ( f) all Gates; ( g) all Aircraft Order Positions; ( h) all accounts and general intangibles (each as defined in the Uniform Commercial Code) of the Borrower constituting any right to the payment of money, including (but not limited to) all moneys due and to become due to the Borrower in respect of any loans or additional method advances or for Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to become due to the Borrower under any guarantee (including a letter of perfecting credit) of the security interest purchase price of Inventory or Equipment sold by the Borrower and all tax refunds (such accounts, general intangibles and moneys due and to become due being herein called collectively "Accounts"); ( i) all instruments, chattel paper or letters of credit (each as defined in the Uniform Commercial Code) of the Borrower evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including (but not limited to) promissory notes, drafts, bills of exchange and trade acceptances (herein collectively called "INSTRUMENTS"); ( j) all inventory (as defined in the Uniform Commercial Code) of the Borrower, including Motor Vehicles held by the Borrower for lease (including lease to Subsidiaries of the Borrower), fuel, tires and other spare parts, including Spare Parts, all goods obtained by the Borrower in exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto (herein collectively called "INVENTORY"); ( k) all other accounts or general intangibles of the Borrower not constituting Accounts; ( l) all equipment (as defined in the Uniform Commercial Code) of the Borrower, including all Flight Equipment and all Motor Vehicles (herein collectively called "EQUIPMENT"); ( m) each contract and other agreement of the Borrower relating to the sale or other disposition of Inventory or Equipment; ( n) all documents of title (as defined in the Uniform Commercial Code) or other receipts of the Borrower covering, evidencing or representing Inventory or Equipment (herein collectively called "DOCUMENTS"); ( o) all rights, claims and benefits of the Borrower against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Borrower, including, without limitation, any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; ( p) all Contracts, together with all Contract Rights; ( q) the balance from time to time 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 (iAccount; ( r) 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)Intellectual Property, other than Permitted Liens, and no further recordings or filings are or will be required in connection with non-assignable rights owned by 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 any of its Subsidiaries under licenses whose ownership is solely incidental to the commercial activities of the Borrower and its Subsidiaries; ( s) any Avoidance Actions; ( t) all other property of the Borrower's estate (A) having control thereof within the meaning of the UCCBankruptcy Code), including all rights of payment arising pursuant to the provisions of the Bankruptcy Code; and ( u) all other tangible and intangible personal property and fixtures of the Borrower, including, without limitation, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Borrower described in the preceding clauses of this Section 2 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by the Borrower in respect of any of the items listed above) and, to the extent related to any property described in said clauses or such proceeds, products and accessions, all books, correspondence, credit files, records, invoices and other papers, including without limitation all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Borrower or any computer bureau or service company from time to time acting for the Borrower; but excluding any right, title and interest of the Borrower in, to or under any Collateral (the "EXCLUDED PROPERTY") to the extent the security interest created hereby or an assignment as security of all or part of the Borrower's right, title or interest in, to or under such Excluded Property would breach, violate or cause a default (which would not be excused or permissible under the relevant provisions of the Bankruptcy Code or by entry of the Final Order or Interim Order, as the case may be) under any Contract, Instrument or Aircraft Leasehold to which the Borrower is a party or by which it is bound relating to such Excluded Property (it being understood, however, that the proceeds of Excluded Property shall not be excluded from the Collateral). Without limiting the Borrower's obligations under the Credit Agreement with respect to such matters, the foregoing grant of a security interest in and of itself shall not be deemed (i) to constitute, require or prevent the assumption of any obligation in the Chapter 11 Case or (ii) to prohibit the rejection of any obligation in the Chapter 11 Case. Anything herein contained to the contrary notwithstanding, the Borrower shall remain liable under any agreements, Contracts, Instruments or Aircraft Leaseholds referred to in this Section 2 and to perform all of its respective obligations thereunder, all in accordance with the respective terms and provisions thereof, but subject to the relevant provisions of the Bankruptcy Code, and (B) satisfaction the Lenders shall have no obligation or liability under any of the aforementioned agreement by reason of or arising out of the foregoing grant, nor shall any Lender be required or obligated in any manner to perform or fulfill any obligation of the Borrower pursuant thereto, or to make any payment, or to present or file any claim, or to take any action to collect or enforce the payment of any requirements of Applicable Laws of a foreign jurisdiction that dictate an alternative amounts which may have been assigned to Lender or additional method of perfectionto which it may be entitled at any time. However, shall be superior the Majority Lenders shall, at their option, have the right, but not the obligation, to and prior to cure any other lien on defaults under any of such Collateral, other than Permitted Liensagreements.

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 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 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) In order to secure the filing of UCC-1 financing statements containing a description of the Collateral due and naming the applicable VSE Entities as debtors in the appropriate jurisdictions as determined punctual payment (whether at maturity or by applicable law, or (bacceleration) the requirements of any applicable foreign law(s) amount that dictate an alternative or additional method of perfecting NVC is obligated to pay under the security interest in the Collateral pursuant Note, NVC hereby pledges, assigns, transfers, sets over and delivers to this Agreement, the security interests Brooke and liens granted by the VSE Entities to the Administrative Agent, grants for the benefit of Brooke a security interest in and to all of the Lenders ratablyfollowing in which NVC may now or hereafter have any right, pursuant to this Agreement title or interest: (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, Shares; (ii) all certificates and instruments representing the Shares; and (iii) all cash, securities, distributions and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing except dividends and distributions paid upon the Shares prior to the occurrence and continuance of an Event of Default (as defined below), as provided in Section 1.2(a)(ii) hereof (all of the property described in the foregoing clauses (i)-(iii) is hereinafter referred to as the "Collateral"). (b) The Shares and all certificates and instruments representing such Shares shall be superior deposited on the date hereof with Clydx X. Xxxxxx, XXI, of Coudert Brothers, 1114 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx representative of the parties hereunder (the "Representative"). All securities and other certificated property at any time and from time to and prior time received, receivable or otherwise distributed in respect of or in exchange for the Shares (collectively with the Shares, the "Property"), shall also be deposited with the Representative when received. In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communications received by the Representative, or any dispute or conflicting claims among the parties hereto with respect to the Property held by the Representative hereunder, the Representative may, in his sole discretion, refrain from taking any action other lien on any than to retain possession of such Collateral (but excluding Collateral consisting of capital stockProperty, membership interests unless the Representative receives written instructions signed by all parties hereto, which eliminate such ambiguity or ownership interests in any Foreign Subsidiary), other than Permitted Liens, uncertainty or resolve such dispute or conflicting claim. All costs and no further recordings or filings are or will be required expenses incurred by the Representative in connection with his activities hereunder shall be the creation, perfection or enforcement of such security interests joint 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 several obligation of the UCCparties hereto. (c) The parties hereto agree that, and (B) satisfaction on the date on which NVC makes payment of any requirements of Applicable Laws of a foreign jurisdiction that dictate an alternative or additional method of perfectionand all amounts due and payable under the Note to Brooke, the Collateral shall be superior released from the pledge of this Agreement and returned to the possession of NVC and prior to any other lien on any of such Collateral, other than Permitted Liensno longer constitute Collateral under this Agreement.