Exhibit 10.2



 Exhibit 10.2 

SECURITY AGREEMENT 

THIS SECURITY AGREEMENT (this “Security Agreement”) dated as of September 27, 2010 is by and among the parties
identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and BANK OF
AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations referenced below. 

W I T N E S S E T H 

WHEREAS, a $250 million credit facility has been established in favor of FTI Consulting, Inc., a Maryland corporation (the
“Company”), pursuant to the terms of that Credit Agreement, dated as of the date hereof (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”), among the Company, the Guarantors
identified therein, the Lenders identified therein, JPMorgan Chase Bank, N.A., as L/C Issuer and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender; and 

WHEREAS, this Security Agreement is required under the terms of the Credit Agreement. 

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: 
  

	1.	Definitions. 


(a) Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Credit Agreement.

 (b) The following terms shall have the meanings assigned thereto in the Uniform Commercial Code in effect in
the State of New York on the date hereof: Accession, Account, As-Extracted Collateral, Chattel Paper, Commercial Tort Claim, Commingled Goods, Consumer Goods, Deposit Account, Document, Equipment, Farm Products, Fixtures, General Intangible, Goods,
Instrument, Inventory, Investment Property, Letter-of-Credit Right, Manufactured Home, Money, Proceeds, Software, Standing Timber, Supporting Obligation and Tangible Chattel Paper. 

(c) As used herein, the following terms shall have the meanings set forth below: 

“Collateral” has the meaning provided in Section 2 hereof. 

“Copyright License” means any written agreement granting any right in, to, or under any Copyright (whether such Grantor
is licensee or licensor thereunder) including, without limitation, any thereof referred to in Schedule 6.17 (as such schedule may be amended or supplemented from time to time) to the Credit Agreement. 

“Copyrights” means (a) all registered United States copyrights in all Works, now existing or hereafter created or
acquired, and all applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Copyright Office including, without limitation, any thereof referred to in Schedule 6.17
(as such schedule may be amended or supplemented from time to time) to the Credit Agreement, and (b) all renewals thereof including, without limitation, any thereof referred to in Schedule 6.17 (as such schedule may be amended or
supplemented from time to time) to the Credit Agreement. 
 “Patent License” means any agreement, whether
written or oral, providing for the grant by or to a Grantor of any right to manufacture, use or sell any invention covered by a valid Patent, including, without limitation, any thereof referred to in Schedule 6.17 (as such schedule may be
amended or supplemented from time to time) to the Credit Agreement. 







 “Patents” means (a) all letters patent, certificates of invention, or
similar industrial property rights of the United States and all reissues, renewals and extensions thereof, including, without limitation, any letters patent, certificates of invention, or similar industrial property rights referred to in Schedule
6.17 (as such schedule may be amended or supplemented from time to time) to the Credit Agreement, and (b) all applications for letters patent of the United States and all divisions, continuations, continuations-in-part and reexaminations
thereof, including, without limitation, any thereof referred to in Schedule 6.17 (as such schedule may be amended or supplemented from time to time) to the Credit Agreement. 

“Secured Obligations” means, without duplication, (a) all of the Obligations and (b) all costs and expenses
incurred in connection with enforcement and collection of the Obligations, including Attorney Costs. 
 “Trademark
License” means any agreement, written or oral, providing for the grant by or to a Grantor of any right to use any Trademark, including, without limitation, any thereof referred to in Schedule 6.17 (as such schedule may be amended or
supplemented from time to time) to the Credit Agreement. 
 “Trademarks” means (a) all trademarks, trade
names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States or any state thereof, or otherwise, including,
without limitation, any thereof referred to in Schedule 6.17 (as such schedule may be amended or supplemented from time to time) to the Credit Agreement, and (b) all renewals thereof. 

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York, provided, that
if by reason of any mandatory choice of law provisions governing the perfection or the effect of perfection or non-perfection of the security interests granted herein, the perfection or the effect of perfection or non-perfection of such security
interests is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than the State of New York, UCC shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for
purposes of the perfection or effect of perfection or non-perfection. 
 “Work” means any work that is subject
to copyright protection pursuant to Title 17 of the United States Code. 
  

	2.	Grant of Security Interest in the Collateral. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory
prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all
right, title and interest of such Grantor in and to all of the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Collateral”): 


(a) all Accounts; 

(b) all As-Extracted Collateral; 

(c) all Money, cash and currency; 

(d) all Chattel Paper; 

(e) those Commercial Tort Claims identified on Schedule 2(d) attached hereto; 

(f) all Copyrights; 

(g) all Copyright Licenses; 

(h) all Deposit Accounts; 

(i) all Documents; 

(j) all Equipment; 







 (k) all Fixtures; 

(l) all General Intangibles; 

(m) all Goods; 

(n) all Instruments; 

(o) all Inventory; 

(p) all Investment Property; 

(q) all Letter-of-Credit Rights; 

(r) all Patents; 

(s) all Patent Licenses; 

(t) all Software; 

(u) all Supporting Obligations; 

(v) all Trademarks; 

(w) all Trademark Licenses; 

(x) all other personal property of such Grantor of whatever type or description; and 

(y) to the extent not otherwise included, all Accessions and all Proceeds of any and all of the foregoing. 

Notwithstanding anything to the contrary contained herein, the security interests granted under this Security Agreement shall not extend
to (i) any Property that is subject to a Lien securing Indebtedness permitted under Section 8.01(b), (i) or (p) of the Credit Agreement pursuant to documents that prohibit such Grantor from granting any other
Liens in such Property or (ii) any lease, license or other contract if the grant of a security interest in such lease, license or contract in the manner contemplated by this Security Agreement is prohibited by the terms of such lease, license
or contract and would result in the termination thereof, but only to the extent that any such prohibition is not rendered ineffective pursuant to the UCC or any other applicable law (including Debtor Relief Laws) or principles of equity.

 Notwithstanding anything to the contrary set forth in the Credit Agreement, the Collateral shall not include any
(i) Excluded Property or (ii) Voting Equity owned by a Grantor in any Foreign Subsidiary in excess of sixty-five percent (65%) (but only to the extent of such excess) of the total combined voting power of the issued and outstanding
Voting Equity of such Foreign Subsidiary. As used herein, “Voting Equity” means Capital Stock which is entitled to vote (for purposes of Treas. Reg. Section 1.956-2(c)(2)). 

The Grantors and the Administrative Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the
security interest created hereby in the Collateral (i) constitutes continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any
Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses. 
  

	3.	Provisions Relating to Accounts. 


(a) Anything herein to the contrary notwithstanding, each of the Grantors shall remain liable under each of the Accounts
to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account. Neither the Administrative Agent nor any holder of the
Secured Obligations shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement or the 







 
receipt by the Administrative Agent or any holder of the Secured Obligations of any payment relating to such Account pursuant hereto, nor shall the Administrative Agent or any holder of the
Secured Obligations be obligated in any manner to perform any of the obligations of a Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of
any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of
any amounts that may have been assigned to it or to which it may be entitled at any time or times. 
 (b) At any
time after the occurrence and during the continuation of an Event of Default, (i) the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it
reasonably considers advisable, and the Grantors shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications, (ii) upon the Administrative Agent’s request and at the
expense of the Grantors, the Grantors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial
balances for, the Accounts and (iii) the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence,
amount and terms of any Accounts. 
  

	4.	Representations and Warranties. Each Grantor represents and warrants to the Administrative Agent, for the benefit of the holders of the Secured Obligations,
that: 

 (a) Ownership. Subject to the second paragraph of Section 2 hereof, each
Grantor is the legal and beneficial owner of its Collateral and has the right to pledge, sell, assign or transfer the same. 

(b) Security Interest/Priority. This Security Agreement creates a valid security interest in favor of the
Administrative Agent, for the benefit of the holders of the Secured Obligations, in the Collateral of such Grantor and upon (1) the proper filing of (a) UCC financing statements (including fixture filings to the extent applicable) in the
applicable jurisdictions (and payment of the applicable fees), (b) in the case of Patents, a Notice of Grant of Security Interest in Patents with the United States Patent and Trademark Office, (c) in the case of Trademarks, a Notice of
Grant of Security Interest in Trademarks with the United States Patent and Trademark Office and (d) in the case of Copyrights, a Notice of Grant of Security Interest in Copyrights with the United States Copyright Office, (2) sufficient
description of Commercial Tort Claims, (3) consent of the issuer with respect to Letter-of-Credit Rights, (4) in the case of Equipment that is covered by a certificate of title, the filing with the registrar of motor vehicles or other
appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, (5) in the case of any Deposit Account, the execution and delivery to
Administrative Agent of a Control Agreement, such security interests in the Collateral (other than Commercial Tort Claims until so sufficiently described and Money which has not been transferred to or deposited in a Deposit Account or Securities
Account in which the Administrative Agent has a perfected security interest under the UCC) and (6) if applicable, compliance with any other statute, regulation or treaty referred to in Section 9-311(a) of the UCC, such security interest
shall constitute a valid first priority perfected security interest in the Collateral, prior to all other Liens on such Collateral except for Permitted Liens. 

(c) Types of Collateral. None of the Collateral consists of, or is the Accessions or the Proceeds of, As-Extracted
Collateral, Consumer Goods, Farm Products, Manufactured Homes, or Standing Timber. 
 (d) Accounts.
(i) Each Account of the Grantors and the papers and documents relating thereto are genuine and in all material respects what they purport to be, (ii) each Account arises out of (A) a bona fide sale of goods sold and delivered by such
Grantor (or in the process of being delivered) or (B) services theretofore actually rendered (or in the process of being rendered) by such Grantor to, the account debtor named therein, and (iii) no surety bond was required or given in
connection with any Account of a Grantor or the contracts or purchase orders out of which they arose. 
 (e)
Inventory. No Inventory is held by any Person other than a Grantor pursuant to consignment, sale or return, sale on approval or similar arrangement. 







 (f) Commercial Tort Claims. As of the Closing Date, no Grantor has
any Commercial Tort Claims. 
  

	5.	Covenants. So long as Full Satisfaction has not occurred, each Grantor covenants that such Grantor shall: 


(a) Other Liens. Defend the Collateral against the claims and demands of all other parties claiming an interest
therein other than Permitted Liens. 
 (b) Instruments/Tangible Chattel Paper/Documents. If any amount
payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper, or if any property constituting Collateral shall be stored or shipped subject to a Document, (i) ensure that
such Instrument, Tangible Chattel Paper or Document is either in the possession of such Grantor at all times (unless deposited for collection or otherwise presented for payment) or, if requested by the Administrative Agent, is immediately delivered
to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent and (ii) ensure that any Collateral consisting of Tangible Chattel Paper is marked with a legend acceptable to the Administrative Agent indicating
the Administrative Agent’s security interest in such Tangible Chattel Paper. 
 (c) Perfection of
Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may
reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunder,
including (A) such instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to Copyrights, a
Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 5(f)(i) attached hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for
filing with the United States Patent and Trademark Office in the form of Schedule 5(f)(ii) attached hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent
and Trademark Office in the form of Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests
hereunder. Each Grantor hereby authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction in the United States any financing statements (including any continuations), amendments thereto or other
documents (i) that contain the information required by Article 9 of the UCC of each such applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including without limitation, whether such
Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor, (ii) without the signature of such Grantor where permitted by law, (iii) that contain a description or indication of
collateral as “all assets now owned or hereafter acquired by the Grantor or in which Grantor otherwise has rights” or “all personal property of the debtor, now owned or hereafter acquired” or words of similar import or
(iv) that contain a sufficient description of the real property to which such Collateral relates and any other information requested by Administrative Agent in the case of a financing statement filed as a fixture filing or covering Collateral
constituting minerals or the like to be extracted or timber to be cut . Each Grantor agrees to provide all information described in the immediately preceding sentence to Administrative Agent promptly upon reasonable request by Administrative Agent
and, if required, to execute any such financing statements (including any continuations) or amendments thereto. In addition, each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other
Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), continuations,
amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted
hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon,
photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may
in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such
Grantor agrees to execute and deliver all such 







 
instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security
interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested
documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such
agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the
Administrative Agent’s instructions. Each Grantor agrees (and agrees to cause each of its direct and indirect Domestic Subsidiaries) to mark its books and records to reflect the security interest of the Administrative Agent in the Collateral.

 (d) Control. After the occurrence and during the continuation of an Event of Default, execute and
deliver all agreements, assignments, instruments or other documents as the Administrative Agent shall reasonably request for the purpose of obtaining and maintaining control within the meaning of the UCC with respect to any Collateral consisting of
Deposit Accounts, Securities Accounts, other Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper. 

(e) Collateral held by Warehouseman, Bailee, etc. If any material Collateral is at any time in the possession or
control of a warehouseman, bailee, agent or processor of such Grantor, (i) notify the Administrative Agent of such possession or control, (ii) notify such Person of the Administrative Agent’s security interest in such Collateral,
(iii) instruct such Person to hold all such Collateral for the Administrative Agent’s account and subject to the Administrative Agent’s instructions and (iv) use its commercially reasonable efforts to obtain an acknowledgment
from such Person that it is holding such Collateral for the benefit of the Administrative Agent. 
 (f)
Treatment of Accounts. Not grant or extend the time for payment of any Account, or compromise or settle any Account for less than the full amount thereof, or release any Person or property, in whole or in part, from payment thereof, or allow
any credit or discount thereon, other than as normal and customary in the ordinary course of a Grantor’s business or as required by law. 

(g) Covenants Relating to Copyrights. 

(i) Not do any act or knowingly omit to do any act whereby any registered Copyright may become invalidated unless such
invalidation could not reasonably be expected to have a Material Adverse Effect and (A) not do any act, or knowingly omit to do any act, whereby any registered Copyright may become injected into the public domain, unless such act or omission
could not reasonably be expected to have a Material Adverse Effect; (B) notify the Administrative Agent immediately if it knows that any registered Copyright may become injected into the public domain or of any adverse determination or
development (including, without limitation, the institution of, or any such determination or development in, any court or tribunal in the United States) regarding a Grantor’s ownership of any such Copyright or its validity, in each case, that
would reasonably be expected to have a Material Adverse Effect; (C) take all necessary steps as it shall deem appropriate under the circumstances, to maintain and pursue each application (and to obtain the relevant registration) and to maintain
each registration of each Copyright owned by a Grantor including, without limitation, filing of applications for renewal where necessary, unless failure to do so could not reasonably be expected to have a Material Adverse Effect; and
(D) promptly notify the Administrative Agent of any infringement of any Copyright of a Grantor of which it becomes aware that would reasonably be expected to have a Material Adverse Effect and take such actions as it shall reasonably deem
appropriate under the circumstances to protect such Copyright, including, where appropriate, the bringing of suit for infringement, seeking injunctive relief and seeking to recover any and all damages for such infringement. 

(ii) Not make any assignment or agreement in conflict with the security interest in the Copyrights of each Grantor
hereunder that would reasonably expected to result in a Material Adverse Effect. 
 (h) Covenants Relating to
Patents and Trademarks. 







 (i) Except in connection with a Disposition permitted under
Section 8.05 of the Credit Agreement or to the extent that failure to so act or refrain from acting could not reasonably be expected to have a Material Adverse Effect, (A) continue to use each registered Trademark on each and every
trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (B) maintain as in the
past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, (D) not adopt or use any mark that is confusingly similar or a colorable imitation of such
Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such mark pursuant to this Security Agreement, and (E) not (and not permit any licensee
or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. 

(ii) Not do any act, or omit to do any act, whereby any Patent may become abandoned or dedicated that would reasonably
expected to result in a Material Adverse Effect. 
 (iii) Notify the Administrative Agent and the holders of the
Secured Obligations promptly if it knows that any application or registration relating to any Patent or Trademark may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of,
or any such determination or development in, any proceeding in the United States Patent and Trademark Office) regarding a Grantor’s ownership of any such Patent or Trademark or its right to register the same or to keep and maintain the same, in
each case, that would reasonably be expected to have a Material Adverse Effect. 
 (iv) Upon request of the
Administrative Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the security interest of the Administrative Agent and the holders of
the Secured Obligations in any Patent or Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. 

(v) Take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States
Patent and Trademark Office, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Patents and Trademarks, including, without limitation, filing of applications for renewal,
affidavits of use and affidavits of incontestability, unless failure to do so could not reasonably be expected to have a Material Adverse Effect. 

(vi) (A) Promptly notify the Administrative Agent and the holders of the Secured Obligations after it learns that any
Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party and promptly sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate, unless such infringement,
misappropriation or dilution could not reasonably be expected to have a Material Adverse Effect, and (B) to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably
deem appropriate under the circumstances to protect such Patent or Trademark, in each case, unless failure to do so could not reasonably be expected to have a Material Adverse Effect. 

(vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each
Grantor hereunder that would reasonably expected to result in a Material Adverse Effect. 
 (i) Insurance.
Insure, repair and replace the Collateral of such Grantor to the extent required under the Credit Agreement. All insurance proceeds of Collateral shall be subject to the security interest of the Administrative Agent hereunder. 

(j) Commercial Tort Claims. 







 (i) Promptly notify the Administrative Agent in writing of the initiation of
any Commercial Tort Claim before any Governmental Authority by or in favor of such Grantor or any of its Subsidiaries. 

(ii) Execute and deliver such statements, documents and notices and do and cause to be done all such things as the
Administrative Agent may reasonably deem necessary, appropriate or convenient, or as are required by law, to create, perfect and maintain the Administrative Agent’s security interest in any Commercial Tort Claim. 

 

	6.	Advances by Holders of the Secured Obligations. On failure of any Grantor to perform any of the covenants and agreements contained herein, the Administrative
Agent may, at its sole option and in its sole discretion, perform the same and in so doing may expend such sums as the Administrative Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any
insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures that the Administrative Agent or the holders of the Secured
Obligations may make for the protection of the security hereof or that may be compelled to make by operation of law. All such sums and amounts so expended shall be repayable by the Grantors on a joint and several basis (subject to Section 23
hereof) within ten Business Days after notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the Default Rate for Base Rate Loans. No such performance
of any covenant or agreement by the Administrative Agent or the holders of the Secured Obligations on behalf of any Grantor, and no such advance or expenditure therefor, shall relieve the Grantors of any default under the terms of this Security
Agreement, the other Loan Documents or any other documents relating to the Secured Obligations. The holders of the Secured Obligations may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the
appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such
payment is being contested in good faith by a Grantor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP. 


 

	7.	Remedies. 


(a) General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the
Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without
limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Collateral and, further, the Administrative Agent may, with or without judicial process or the
aid and assistance of others, (i) enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such
premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both
parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) without demand and without advertisement, notice, hearing or process of law, all of which each of the
Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon
credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced
above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees that such private sale shall be deemed to have been made in a commercially reasonable manner.
Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due
the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and
expenses incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, Attorney Costs and court costs, in obtaining or liquidating the 







 
Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured
Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case
under the Bankruptcy Code. Each Grantor agrees that, to the extent notice of sale shall be required by law and has not been waived by such Grantor, any requirement of reasonable notice shall be met if notice, specifying the place of any public sale
or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to such Grantor, in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten days before the time of
such sale. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by law, any holder of the
Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the
Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice,
to the extent permitted by law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

 (b) Remedies relating to Accounts. Upon the occurrence of an Event of Default and during the
continuation thereof, whether or not the Administrative Agent has exercised any or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the Administrative Agent instruct all account debtors to remit all
payments in respect of Accounts to a mailing location selected by the Administrative Agent and (ii) the Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and account debtors, and the
Administrative Agent or its designee may notify any Grantor’s customers and account debtors that the Accounts of such Grantor have been assigned to the Administrative Agent or of the Administrative Agent’s security interest therein, and
may (either in its own name or in the name of a Grantor or both) demand, collect (including without limitation by way of a lockbox arrangement), receive, take receipt for, sell, sue for, compound, settle, compromise and give acquittance for any and
all amounts due or to become due on any Account, and, in the Administrative Agent’s discretion, file any claim or take any other action or proceeding to protect and realize upon the security interest of the holders of the Secured Obligations in
the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts remitted to or on behalf of the Administrative Agent in accordance with the provisions hereof shall be solely for the Administrative Agent’s own convenience
and that such Grantor shall not have any right, title or interest in such Accounts or in any such other amounts except as expressly provided herein. The Administrative Agent and the holders of the Secured Obligations shall have no liability or
responsibility to any Grantor for acceptance of a check, draft or other order for payment of money bearing the legend “payment in full” or words of similar import or any other restrictive legend or endorsement or be responsible for
determining the correctness of any remittance. Each Grantor hereby agrees to indemnify the Administrative Agent and the holders of the Secured Obligations from and against all liabilities, damages, losses, actions, claims, judgments, costs,
expenses, charges and Attorney Costs suffered or incurred by the Administrative Agent or the holders of the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements except as
relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective
whether or not such investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto. 

(c) Access. In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and during
the continuation thereof, the Administrative Agent shall have the right to enter and remain upon the various premises of the Grantors without cost or charge to the Administrative Agent, and use the same, together with materials, supplies, books and
records of the Grantors for the purpose of collecting and liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral, whether by foreclosure, auction or otherwise. In addition, the Administrative Agent may remove
Collateral, or any part thereof, from such premises and/or any records with respect thereto, in order to effectively collect or liquidate such Collateral. 







 (d) Nonexclusive Nature of Remedies. Failure by the Administrative
Agent or the holders of the Secured Obligations to exercise any right, remedy or option under this Security Agreement, any other Loan Document, any other documents relating to the Secured Obligations, or as provided by law, or any delay by the
Administrative Agent or the holders of the Secured Obligations in exercising the same, shall not operate as a waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against
whom such waiver is sought to be enforced and then only to the extent specifically stated, which in the case of the Administrative Agent or the holders of the Secured Obligations shall only be granted as provided herein. To the extent permitted by
law, neither the Administrative Agent, the holders of the Secured Obligations, nor any party acting as attorney for the Administrative Agent or the holders of the Secured Obligations, shall be liable hereunder for any acts or omissions or for any
error of judgment or mistake of fact or law other than their gross negligence or willful misconduct hereunder. The rights and remedies of the Administrative Agents and the holders of the Secured Obligations under this Security Agreement shall be
cumulative and not exclusive of any other right or remedy that the Administrative Agent or the holders of the Secured Obligations may have. 

(e) Retention of Collateral. To the extent permitted under applicable law, in addition to the rights and remedies
hereunder, upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of
applicable law of the relevant jurisdiction, accept or retain all or any portion of the Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such notices, however, the Administrative
Agent shall not be deemed to have accepted or retained any Collateral in satisfaction of any Secured Obligations for any reason. 

(f) Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all
amounts to which the Administrative Agent or the holders of the Secured Obligations are legally entitled, the Grantors shall be jointly and severally liable for the deficiency (subject to Section 23 hereof), together with interest thereon at
the Default Rate for Base Rate Loans, together with the costs of collection and Attorney Costs. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Grantors or to whomsoever a court of
competent jurisdiction shall determine to be entitled thereto. 
  

	8.	Rights of the Administrative Agent. 


(a) Power of Attorney. In addition to other powers of attorney contained herein, each Grantor hereby designates and
appoints the Administrative Agent, on behalf of the holders of the Secured Obligations, and each of its designees or agents, as attorney-in-fact of such Grantor, irrevocably and with power of substitution, with authority to take any or all of the
following actions upon the occurrence and during the continuation of an Event of Default: 
 (i) to demand,
collect, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Administrative Agent may reasonably deem appropriate; 

(ii) to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing
any other right in respect thereof; 
 (iii) to defend, settle or compromise any action brought and, in
connection therewith, give such discharge or release as the Administrative Agent may reasonably deem appropriate; 

(iv) to receive, open and dispose of mail addressed to a Grantor and endorse checks, notes, drafts, acceptances, money
orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to the Collateral on behalf of and in the name of such Grantor, or securing, or relating to such
Collateral; 
 (v) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on
or threatened against the Collateral; 







 (vi) to direct any parties liable for any payment in connection with any of
the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; 

(vii) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any
time in respect of or arising out of any Collateral; 
 (viii) to sell, assign, transfer, make any agreement in
respect of, or otherwise deal with or exercise rights in respect of, any Collateral or the goods or services that have given rise thereto, as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes;

 (ix) to adjust and settle claims under any insurance policy relating thereto; 

(x) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements,
security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may reasonably deem appropriate in order to perfect and maintain the security interests and liens granted in this
Security Agreement and in order to fully consummate all of the transactions contemplated therein; 
 (xi) to
institute any foreclosure proceedings that the Administrative Agent may reasonably deem appropriate; and 
 (xii)
to do and perform all such other acts and things as the Administrative Agent may reasonably deem appropriate or convenient in connection with the Collateral. 

This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Secured Obligations shall
remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or
implicitly granted to the Administrative Agent in this Security Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment
or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely
to protect, preserve and realize upon its security interest in the Collateral. 
 (b) Performance by the
Administrative Agent of Obligations. If any Grantor fails to perform any agreement or obligation contained herein, the Administrative Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the
Administrative Agent incurred in connection therewith shall be payable by the Grantors on a joint and several basis (subject to Section 23 hereof). 

(c) The Administrative Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe
custody of the Collateral while being held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Grantors shall be responsible
for preservation of all rights in the Collateral, and the Administrative Agent shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Grantors. The Administrative Agent shall be deemed
to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, which shall be no
less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Administrative Agent shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to
any of the Collateral. In the event of a public or private sale of Collateral pursuant to Section 7 hereof, the Administrative Agent shall have no obligation to clean, repair or otherwise prepare the Collateral for sale. 

 

	9.	Rights of Required Lenders. All rights of the Administrative Agent hereunder, if not exercised by the Administrative Agent, may be exercised by the Required
Lenders. 









	10.	Application of Proceeds. Upon the occurrence and during the continuation of an Event of Default, any payments in respect of the Secured Obligations and any
proceeds of the Collateral, when received by the Administrative Agent or any of the holders of the Secured Obligations in cash or its equivalent, will be applied in reduction of the Secured Obligations in the order set forth in the Credit Agreement
or other document relating to the Secured Obligations, and each Grantor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Administrative Agent shall have the continuing and
exclusive right to apply and reapply any and all such payments and proceeds in the Administrative Agent’s sole discretion, notwithstanding any entry to the contrary upon any of its books and records. 


11. Continuing Agreement. 

(a) This Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect
until Full Satisfaction has occurred. Upon Full Satisfaction occurring, this Security Agreement and the liens and security interests of the Administrative Agent hereunder shall be automatically terminated and the Administrative Agent shall, upon the
request and at the expense of the Grantors, execute and deliver all UCC termination statements and/or other documents reasonably requested by the Grantors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities
provided hereunder shall survive termination of this Security Agreement. 
 (b) This Security Agreement shall
continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any
holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured
Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including, without limitation, Attorney Costs) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such
reinstatement shall be deemed to be included as a part of the Secured Obligations. 
  

	12.	Amendments and Waivers. This Security Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set
forth in Section 11.01 of the Credit Agreement. 

  

	13.	Successors in Interest. This Security Agreement shall create a continuing security interest in the Collateral and shall be binding upon each Grantor, its
successors and assigns, and shall inure, together with the rights and remedies of the Administrative Agent and the holders of the Secured Obligations hereunder, to the benefit of the Administrative Agent and the holders of the Secured Obligations
and their successors and permitted assigns; provided, however, that none of the Grantors may assign its rights or delegate its duties hereunder without the prior written consent of the requisite Lenders under the Credit Agreement. To the
fullest extent permitted by law, each Grantor hereby releases the Administrative Agent and each holder of the Secured Obligations, their respective successors and assigns and their respective officers, attorneys, employees and agents, from any
liability for any act or omission or any error of judgment or mistake of fact or of law relating to this Security Agreement or the Collateral, except for any liability arising from the gross negligence or willful misconduct of the Administrative
Agent or such holder, or their respective officers, attorneys, employees or agents. 

  

	14.	Notices. All notices required or permitted to be given under this Security Agreement shall be given as provided in Section 11.02 of the Credit Agreement.


  

	15.	Counterparts; Effectiveness. This Security Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall constitute
an original, but all of which shall constitute a single contract. It shall not be necessary in making proof of this Security Agreement to produce or account for more than one such counterpart. Delivery of an executed counterpart of a signature page
of this Security Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Security Agreement. 









	16.	Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of
any provision of this Security Agreement. 

  

	17.	Governing Law; Submission to Jurisdiction; Venue. 


(a) THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
(INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 

(b) EACH GRANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF
THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS SECURITY AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(c) EACH GRANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

(a) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR
NOTICES IN SECTION 11.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS SECURITY AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

 

	18.	Waiver of Right to Trial by Jury. 


EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER 







 
INTO THIS SECURITY AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

 

	19.	Severability. If any provision of this Security Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the
remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. 


 

	20.	Entirety. This Security Agreement, the other Loan Documents and the other documents relating to the Secured Obligations represent the entire agreement of the
parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Loan Documents, any other documents relating to the Secured Obligations,
or the transactions contemplated herein and therein. 

  

	21.	Survival. All representations and warranties of the Grantors hereunder shall survive the execution and delivery of this Security Agreement, the other Loan
Documents and the other documents relating to the Secured Obligations, the delivery of the Notes and the extension of credit thereunder or in connection therewith. 


 

	22.	Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral (including, without
limitation, real property and securities owned by a Grantor), or by a guarantee, endorsement or property of any other Person, then the Administrative Agent shall have the right to proceed against such other property, guarantee or endorsement upon
the occurrence of any Event of Default and during the continuation thereof, and the Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, liens, security interests or remedies the Administrative
Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Secured Obligations or any of the rights of the Administrative Agent or the holders of the
Secured Obligations under this Security Agreement, under any of the other Loan Documents or under any other document relating to the Secured Obligations. 

  

	23.	Joint and Several Obligations of Grantors. 


(a) Subject to subsection (c) of this Section 23, each of the Grantors is accepting joint and several liability
hereunder in consideration of the financial accommodation to be provided by the holders of the Secured Obligations, for the mutual benefit, directly and indirectly, of each of the Grantors and in consideration of the undertakings of each of the
Grantors to accept joint and several liability for the obligations of each of them. 
 (b) Subject to subsection
(c) of this Section 23, each of the Grantors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Grantors with respect to the
payment and performance of all of the Secured Obligations arising under this Security Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured
Obligations shall be the joint and several obligations of each of the Grantors without preferences or distinction among them. 

(c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any other
documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations
subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. 

[Signature Pages Follow] 







 Each of the parties hereto has caused a counterpart of this Security Agreement to be duly
executed and delivered as of the date first above written. 
  
  

									
	GRANTORS:	 		 	FTI CONSULTING, INC., a Maryland corporation
					
		 		 		 	By:	 	/s/    Eric B. Miller
		 		 		 	Name:	 	Eric B. Miller
		 		 		 	Title:	 	 Executive Vice President, General Counsel and

Chief Ethics Officer

				
		 		 		 	 COMPASS LEXECON LLC, a Maryland limited liability company

FTI CAMBIO LLC, a Maryland limited liability company

FTI CONSULTING CANADA LLC, a Maryland limited liability company

FTI CONSULTING LLC, a Maryland limited liability company

FTI CXO ACQUISITION LLC, a Maryland limited liability company

FTI GENERAL PARTNER LLC, a Maryland limited liability company

FTI HOSTING LLC, a Maryland limited liability company

FTI INTERNATIONAL LLC, a Maryland limited liability company

FTI SMG LLC, a Maryland limited liability company

FTI TECHNOLOGY LLC, a Maryland limited liability company

FTI US LLC, a Maryland limited liability company

FTI, LLC, a Maryland limited liability company

ATTENEX CORPORATION, a Washington corporation

COMPETITION POLICY ASSOCIATES, INC., a District of Columbia corporation

FD MWA HOLDINGS INC., a Delaware corporation
 FD
U.S. COMMUNICATIONS, INC., a New York corporation

					
		 		 		 	By:	 	/s/    Eric B. Miller
		 		 		 	Name:	 	Eric B. Miller
		 		 		 	Title:	 	Senior Vice President
			
		 		 	FTI INVESTIGATIONS, LLC, a Maryland limited liability company
					
		 		 		 	By:	 	/s/    Michael J. Slattery
		 		 		 	Name:	 	Michael J. Slattery
		 		 		 	Title:	 	President

 Accepted and agreed to as of the date first
above written. 
  

			
	BANK OF AMERICA, N.A.,
as Administrative Agent
		
	By:	 	/s/    Roberto Salazar
		 	Name: Roberto Salazar
		 	Title: Assistant Vice President