GUARANTY AND COLLATERAL AGREEMENT

GUARANTY AND COLLATERAL AGREEMENT

GUARANTY AND COLLATERAL AGREEMENT, dated as of July 31, 2009, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “ Grantors ”), in favor of BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “ Administrative Agent ”) for the banks and other financial institutions or entities (together, for purposes of this Agreement, with the Affiliates of such financial institutions or entities that may be parties to Lender Swap Contracts or Cash Management Agreements, the “ Lenders ”) from time to time parties to the Credit Agreement, dated as of July 31, 2009 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among FURMANITE WORLDWIDE, INC. (the “ Company ”), certain Subsidiaries of the Company (each a “ Designated Borrower ” and, together with the Company, the “ Borrowers ”), the Lenders and the Administrative Agent.

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;

WHEREAS, each Borrower is a member of an affiliated group of companies that includes each other Grantor;

WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrowers to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses;

WHEREAS, the Borrowers and the other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement; and

WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Lenders;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder and to enter into Lender Swap Contracts and Cash Management Agreements, each Grantor hereby agrees with the Administrative Agent, for itself and for the ratable benefit of the Lenders, as follows:

1.  DEFINED TERMS

1.1. Definitions .

(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the Texas UCC: Accounts, Certificated Security, Equipment, General Intangibles, Instruments, Inventory and Supporting Obligations.

(b) The following terms shall have the following meanings:

“ Agreement ”: this Guaranty and Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“ Borrower Obligations ”: the collective reference to the unpaid principal of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities (including under Lender Swap Contracts and Cash Management Agreements) of any Borrower (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender (or, in the case of any Lender Swap Contract or Cash Management Agreement, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan Documents, any Letter of Credit, any Lender Swap Contract, any Cash Management Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by any Borrower pursuant to the terms of any of the foregoing agreements); provided , however , that with respect to any Guarantor that is a Foreign Obligor, Borrower Obligations shall not include any of the foregoing owing by any Borrower that is not a Foreign Obligor.

“ Collateral ”: as defined in Section 3.1 .

“ Collateral Account ”: any collateral account established by the Administrative Agent as provided in Section 6.1 or 6.4 .

“ Dutch Deed of Pledge ”: as defined in Section 3.1 .

“ FH Shares ”: the shares in the capital of Furmanite Holding B.V. described on Schedule 2 .

“ Foreign Subsidiary Voting Stock ”: the voting Equity Interests of any Foreign Subsidiary.

“ Furmanite Offshore ”: Furmanite Offshore Services, Inc.

“ Guarantor Obligations ”: with respect to any Guarantor, all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2 , but excluding the Parallel Debt Obligations as described in Section 3.2 ) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to any Lender (or, in the case of any Lender Swap Contract or Cash Management Agreement, any Affiliate of any Lender) that are required to be paid by such Guarantor pursuant to the terms of this Agreement, any other Loan Document, any Lender Swap Contract or any Cash Management Agreement).

“ Guarantors ”: the collective reference to each Grantor other than in its capacity as a Borrower.

“ Intellectual Property ”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“ Intercompany Note ”: any promissory note evidencing loans made by any Grantor to any Borrower or any Subsidiary.

“ Investment Property ”: the collective reference to all “investment property” as such term is defined in Section 9-102(a)(49) of the Texas UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of “ Pledged Stock ”).

“ Issuers ”: the collective reference to each issuer of any Investment Property, Pledged Notes, or Pledged Stock.

“ Obligations ”: (i) in the case of each Borrower, its Borrower Obligations, and (ii) in the case of each Guarantor, its Guarantor Obligations.

“ Parallel Debt ”: as defined in Section 3.2 .

“ Parallel Debt Obligations ”: each liability and obligation for the payment of an amount owed by Furmanite Offshore to the Administrative Agent in its capacity as creditor under the Parallel Debt, as provided in Section 3.2 .

“ Patents ”: (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 6 , (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 6 , and (iii) all rights to obtain any reissues or extensions of the foregoing.

“ Patent License ”: all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent.

“ Pledged Notes ”: all promissory notes listed on Schedule 2 , all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business).

“ Pledged Stock ”: the Equity Interests listed on Schedule 2 , together with any other             shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any wholly-owned Subsidiary that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided that in no event shall more than 66% of the total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be pledged hereunder to secure any Obligations owing by any Person that is not a Foreign Obligor; and provided , further, that in no event shall the Foreign Subsidiary Voting Stock of any Foreign Subsidiary that is directly or indirectly a Subsidiary of Furmanite Holding B.V. be pledged hereunder to secure any Obligations owing by any Person that is not a Foreign Obligor.

“ Proceeds ”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the Texas UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, Pledged Notes, or Pledged Stock, collections thereon or distributions or payments with respect thereto.

“ Receivable ”: any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument and whether or not it has been earned by performance (including, without limitation, any Account).

“ Reimbursement Obligation ”: the obligation of any Borrower to reimburse the L/C Issuer for amounts drawn under any Letter of Credit.

“ Securities Act ”: the Securities Act of 1933, as amended.

“ Texas UCC ”: the Uniform Commercial Code as from time to time in effect in the State of Texas.

“ Trademarks ”: (i) 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 all 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, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 6 , and (ii) the right to obtain all renewals thereof.

“ Trademark License ”: any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark.

1.2. Other Definitional Provisions .

(a) The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

2.  GUARANTEE

2.1. Guarantee .

(a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for itself and for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations (other than its own Borrower Obligations for which it is liable as a Borrower).

(b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal, foreign, state or other laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2 ).

(c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent hereunder.

(d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Borrower Obligations.

(e) No payment made by any of the Borrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any of the Borrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated.

2.2. Right of Contribution . Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3 . The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor hereunder to the Administrative Agent, for itself and for the ratable benefit of the Lenders, and each Guarantor shall remain liable to the Administrative Agent, for itself and for the ratable benefit of the Lenders, for the full amount guaranteed by such Guarantor hereunder.

2.3. No Subrogation . Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent, for itself and for the ratable benefit of the Lenders, by any Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent, for itself and for the ratable benefit of the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

2.4. Amendments, etc. with respect to the Borrower Obligations . Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

2.5. Guarantee Absolute and Unconditional . Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2 ; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2 ; and all dealings between any of the Borrowers and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2 . Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Borrowers or any of the Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any of the Borrowers or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any of the Borrowers or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2 , in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from any of the Borrowers, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

2.6. Reinstatement . The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

2.7. Payments . Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in the currency in which such payments are due by the applicable Borrower at the Administrative Agent’s Office.

3.  GRANT OF SECURITY INTEREST .

3.1. Each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for itself and for the ratable benefit of the Lenders, a security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, together with the FH Shares, the “ Collateral ”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor whether as a Borrower or a Guarantor, and in the case of Furmanite Offshore, for the Parallel Debt Obligations (provided that with respect to any Grantor that is a Foreign Obligor, the Obligations of such Grantor shall not include any obligations or liabilities owing by any Person that is not a Foreign Obligor):

(a) all Accounts;

(b) all Equipment;

(c) all Fixtures;

(d) all General Intangibles, including all Pledged Stock that is a General Intangible;

(e) all Instruments, including all Intercompany Notes;

(f) all Intellectual Property;

(g) all Inventory;

(h) all Investment Property, including all Pledged Stock that is Investment Property, but other than the FH Shares (which shall be subject to the Dutch Deed of Pledge);

(i) all books and records pertaining to the Collateral; and

(j) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided , however , that notwithstanding any of the other provisions set forth in this Section 3 , this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest (i) is prohibited by any Law of a Governmental Authority or requires a consent not obtained of any Governmental Authority pursuant to such requirement of Law, (ii) with respect to any General Intangible, constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such General Intangible, except to the extent that such requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law, (iii) covers property of any Grantor that is not organized under the laws of the United States or any state thereof, the United Kingdom, or Australia (other than the Pledged Stock owned by Furmanite Holding B.V. consisting of (A) the shares of Furmanite Australia Pty Ltd, (B) the             shares of Furmanite Limited, and (C) the limited liability company interests of Furmanite Malaysia LLC), or (iv) covers property of any Grantor that is located or taken to be located in the State of New South Wales, Australia for the purposes of the Duties Act 1947 (NSW).

Without limiting the Liens created by this Agreement to the extent that this Agreement is effective to create such Liens under applicable law, it is acknowledged and agreed that additional agreements, instruments, or documents governed by the laws of the United Kingdom, Australia, or the Netherlands are being executed concurrently herewith and will be executed to create Liens in the Collateral and other assets in favor of the Administrative Agent for itself and for the benefit of the Lenders. Furmanite Offshore hereby undertakes on or about the date of this Agreement to execute a notarial deed of pledge between the Administrative Agent, Furmanite Offshore and Furmanite Holding B.V. (the “ Dutch Deed of Pledge ”) pursuant to which a Dutch right of pledge on the FH Shares is created, in favor of the Administrative Agent and for the ratable benefit of the Lenders, as security for the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of (i) Furmanite Offshore’s Obligations, to the extent that such Obligations are obligations for the payment of an amount, and (ii) the Parallel Debt Obligations;

3.2. Parallel Debt . The provisions of this Section 3.2 are included in this Agreement in connection with the Dutch right of pledge on the FH Shares pursuant to the Dutch Deed of Pledge.

(a) Furmanite Offshore hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent, acting in its own name and on its own behalf and not as agent or security trustee for any Person, amounts equal to the aggregate amount payable by Furmanite Offshore in respect of the Obligations of Furmanite Offshore (the “ Parallel Debt ”).

(b) The Parallel Debt Obligations will become due and payable ( opeisbaar ) as and to the extent one or more Obligations of Furmanite Offshore becomes due and payable, without any further notice being required.

(c) Each of the parties hereto hereby acknowledges that: (i) the Parallel Debt constitutes an undertaking, obligation and liability of Furmanite Offshore to the Administrative Agent which is transferable, separate and independent from, and without prejudice to, the Obligations of Furmanite Offshore and (ii) the Parallel Debt Obligations represent the Administrative Agent’s own separate and independent claims to receive payment of the Parallel Debt Obligations from Furmanite Offshore, it being understood that the amount which may become payable by Furmanite Offshore under or pursuant to the Parallel Debt Obligations from time to time shall never exceed the aggregate amount which is payable under the relevant Obligations of Furmanite Offshore from time to time.

(d) For the avoidance of doubt, each of the parties hereto hereby confirms that the claim of the Administrative Agent against Furmanite Offshore in respect of the Parallel Debt Obligations and the claims of any Lender against Furmanite Offshore in respect of the Obligations of Furmanite Offshore payable to such Lender do not constitute common property within the meaning of Article 3:166 of the Dutch Civil Code and that the provisions relating to such common property shall not apply. If, however, it shall be held that such claim of the Administrative Agent and such claims of any Lender do constitute such common property and such provisions do apply, the parties hereto agree that the Credit Agreement and this Agreement shall constitute the administration agreement within the meaning of Article 3:168 of the Dutch Civil Code.

(e) For the avoidance of doubt, the parties hereto confirm that this Agreement is not to be construed as an agreement as referred to in Article 6:16 of the Dutch Civil Code and that Article 6:16 of the Dutch Civil Code shall not apply, and, therefore, the provisions relating to common property within the meaning of Article 3:166 of the Dutch Civil Code shall not apply by analogy to the relationship between the Administrative Agent and any Lender on the one hand and Furmanite Offshore on the other hand.

(f) To the extent the Administrative Agent receives any amount in payment of the Parallel Debt Obligations (the “ Received Amount ”), the Obligations of Furmanite Offshore shall be reduced by an aggregate amount equal to the Received Amount as if the Received Amount was received as a payment of the Obligations of Furmanite Offshore.

4.  REPRESENTATIONS AND WARRANTIES . To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder and to enter into Lender Swap Contracts and Cash Management Agreements, each Grantor hereby represents and warrants to the Administrative Agent, for itself and for the ratable benefit of the Lenders, that:

4.1. Title; No Other Liens . Except for the security interest granted to the Administrative Agent for itself and for the ratable benefit of the Lenders pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent, for itself and for the ratable benefit of the Lenders, pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Administrative Agent understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

4.2. Perfected First Priority Liens . The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly executed form) and other filings and other actions required by the laws of the United Kingdom, Australia, or the Netherlands, will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Lenders, as collateral security for such Grantor’s Obligations and, further, in the case of Furmanite Offshore, for the Parallel Debt Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law.

4.3. Jurisdiction of Organization; Chief Executive Office . On the date hereof, such Grantor’s jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor’s chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule 4 .

4.4. Inventory and Equipment . On the date hereof, (a) the Inventory and the Equipment are kept at the locations listed on Schedule 5 and (b) no Collateral is located outside the United States, the United Kingdom, Australia, or the Netherlands, or is in the possession of any lessor, bailee, warehouseman or consignee, except as listed on Schedule 5 .

4.5. Investment Property .

(a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock that secures any Obligations owing by any Person that is not a Foreign Obligor, if less, 66% of the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer.

(b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable.

(c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Each of the Intercompany Notes is unsecured.

(d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property, Pledged Notes, and Pledged Stock pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and the Dutch Deed of Pledge, and the other Liens permitted to exist on the Collateral by the Credit Agreement and/or any other Loan Document.

4.6. Receivables .

(a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument which has not been delivered to the Administrative Agent.

(b) None of the obligors on any Receivables is a Governmental Authority.

(c) The amounts represented by such Grantor to the Lenders from time to time as owing to such Grantor in respect of the Receivables will, to the best of such Grantor’s knowledge at such times, be accurate.

4.7. Intellectual Property .

(a) Schedule 6 lists all registered Intellectual Property owned by such Grantor in its own name on the date hereof.

(b) On the date hereof, all material Intellectual Property owned by such Grantor, or, to the knowledge of such Grantor with respect to Intellectual Property licensed by such Grantor, is valid, subsisting, unexpired and enforceable, has not been abandoned and does not infringe the intellectual property rights of any other Person.

(c) No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.

(d) No action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question the validity of any (A) Intellectual Property owned by such Grantor, (B) such Grantor’s ownership interest therein, or (C) to the knowledge of such Grantor, Intellectual Property licensed by such Grantor, or (ii) which would affect the value of any Intellectual Property, in each case that could reasonably be expected to have a Material Adverse Effect.

5.  COVENANTS . Each Grantor covenants and agrees with the Administrative Agent, for itself and for the ratable benefit of the Lenders, that, from and after the date of this Agreement until the Obligations shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated:

5.1. Delivery of Instruments and Certificated Securities . If any amount in excess of $100,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Certificated Security, such Instrument or Certificated Security shall, to the extent permitted under applicable Law, be promptly delivered to the Administrative Agent, duly indorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement.

5.2. Maintenance of Insurance .

(a) Such Grantor will maintain, with financially sound and reputable companies, insurance policies (i) insuring the Inventory and Equipment subject hereto against loss by fire, explosion, theft and such other casualties as is required by the Credit Agreement and (ii) insuring such Grantor and the Administrative Agent, for itself and for the ratable benefit of the Lenders, against liability for personal injury and property damage relating to such Inventory and Equipment, such policies to be in such form and amounts and having such coverage as is customarily carried by companies engaged in similar businesses and owning similar properties in localities where the respective Grantors operate.

(b) All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof, and (ii) name the Administrative Agent as insured party or loss payee.

5.3. Payment of Obligations . Such Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral.

5.4. Maintenance of Perfected Security Interest; Further Documentation .

(a) Such Grantor shall maintain the security interest created by this Agreement as, except as otherwise provided herein, a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral.

(b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail.

(c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will, to the extent permitted under applicable Law, promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code or other similar laws) with respect thereto.

5.5. Changes in Name, etc . Such Grantor will not, except upon 15 days’ prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional executed financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein, (a) change its jurisdiction of organization or the location of its chief executive office or sole place of business or principal residence from that referred to in Section 4.3 or (b) change its name.

5.6. Notices . Such Grantor will advise the Administrative Agent and the Lenders promptly, in reasonable detail, of:

(a) any Lien (other than security interests created hereby or Liens permitted under the Credit Agreement) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder; and

(b) of the occurrence of any other event which could reasonably be expected to have a Material Adverse Effect on the aggregate value of the Collateral or on the security interests created hereby.

5.7. Investment Property .

(a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall, to the extent permitted under applicable Law, accept the same as the agent of the Administrative Agent and the Lenders, hold the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Investment Property, Pledged Notes, or Pledged Stock upon the liquidation or dissolution of any Issuer shall, to the extent permitted under applicable Law, be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations and, in the case of Furmanite Offshore, for the Parallel Debt Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property, Pledged Notes, or Pledged Stock