Common use of Rights of Required Lenders Clause in Contracts

Rights of Required Lenders. All rights of the Collateral Agent hereunder, if not exercised by the Collateral Agent, may be exercised by the Required Lenders to the extent permitted by applicable law. Each of the parties hereto has caused a counterpart of this Amended and Restated Security Agreement to be duly executed and delivered as of the date first above written. GRANTORS: HURON CONSULTING GROUP INC., A Delaware corporation By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON CONSULTING GROUP HOLDINGS LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON CONSULTING SERVICES LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer WELLSPRING MANAGEMENT SERVICES LLC, formerly known as XXXXXX & XXXX LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON DEMAND LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON TECHNOLOGIES INC., a Delaware corporation By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON CONSULTING GROUP INC. AMENDED AND RESTATED SECURITY AGREEMENT COLLATERAL AGENT: BANK OF AMERICA, N.A., as Collateral Agent By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Assistant Vice President HURON CONSULTING GROUP INC. AMENDED AND RESTATED SECURITY AGREEMENT SCHEDULE 2 COMMERCIAL TORT CLAIMS Huron Consulting Services LLC v. F. Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxxxx, and SNR Xxxxxx US LLP, formerly known as Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP (Circuit Court of Xxxx County) EXHIBIT 4(c)(i) NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS United States Copyright Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing copyrights and copyright applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: EXHIBIT 4(c)(ii) NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any patent or patent application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: EXHIBIT 4(c)(iii) NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title:

Appears in 1 contract

Samples: Security Agreement (Huron Consulting Group Inc.)

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Rights of Required Lenders. All rights of the Collateral Agent hereunder, if not exercised by the Collateral Agent, may be exercised by the Required Lenders to the extent permitted by applicable law. Each of the parties hereto has caused a counterpart of this Second Amended and Restated Security Pledge Agreement to be duly executed and delivered as of the date first above written. GRANTORSPLEDGORS: HURON CONSULTING GROUP INC., A a Delaware corporation By: /s/ Xxxxx X. Xxxxx C. Xxxx Xxxxxx Name: Xxxxx X. Xxxxx C. Xxxx Xxxxxx Title: Chief Operating Officer EVP, COO, CFO and Chief Financial Officer Treasurer HURON CONSULTING GROUP HOLDINGS LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx C. Xxxx Xxxxxx Name: Xxxxx X. Xxxxx C. Xxxx Xxxxxx Title: Chief Operating Officer EVP, COO, CFO and Chief Financial Officer Treasurer HURON CONSULTING SERVICES LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx C. Xxxx Xxxxxx Name: Xxxxx X. Xxxxx C. Xxxx Xxxxxx Title: Chief Operating Officer EVP, COO, CFO and Chief Financial Officer WELLSPRING Treasurer HURON MANAGEMENT SERVICES LLC, formerly known as XXXXXX & XXXX WELLSPRING MANAGEMENT SERVICES LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx C. Xxxx Xxxxxx Name: Xxxxx X. Xxxxx C. Xxxx Xxxxxx Title: Chief Operating Officer EVP, COO, CFO and Chief Financial Officer Treasurer HURON DEMAND LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx C. Xxxx Xxxxxx Name: Xxxxx X. Xxxxx C. Xxxx Xxxxxx Title: Chief Operating Officer EVP, COO, CFO and Chief Financial Officer Treasurer HURON TECHNOLOGIES INC., a Delaware corporation By: /s/ Xxxxx X. Xxxxx C. Xxxx Xxxxxx Name: Xxxxx X. Xxxxx C. Xxxx Xxxxxx Title: Chief Operating Officer EVP, COO, CFO and Chief Financial Officer Treasurer HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED SECURITY PLEDGE AGREEMENT LEGALSOURCE LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON INVESTIGATIONS LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer SKY ANALYTICS, INC., a Delaware corporation By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer XXXXXX HOLDINGS, INC., a Delaware corporation By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer THE XXXXXX GROUP, LLC, a Florida limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED PLEDGE AGREEMENT COLLATERAL AGENT: BANK OF AMERICA, N.A., as Collateral Agent By: /s/ Xxxxxx Xxxxxxxx Xxxxx X. XxXxxxx Name: Xxxxxx Xxxxxxxx Xxxxx X. XxXxxxx Title: Assistant Vice President HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED SECURITY PLEDGE AGREEMENT SCHEDULE 2 COMMERCIAL TORT CLAIMS Schedule 1 Pledged Equity Interests (i) Certificated Securities Pledgor Issuer Number of Shares Certificate Number Percentage Ownership Huron Consulting Group Inc. Huron (UK) Limited 65 4 65 % Huron Consulting Group Inc. Sky Analytics, Inc. 100 C-2 100 % Huron Consulting Group Inc. Xxxxxx Holdings, Inc. 100 02 100 % Huron Consulting Group Holdings LLC Huron Technologies Inc. 100 C-16 100 % (ii) Limited Liability Company Membership Interests Pledgor Issuer Number of Shares Certificate Number Percentage Ownership Huron Consulting Group Inc. Huron Consulting Group Holdings LLC 1 N/A 100 % Huron Consulting Group Holdings LLC Huron Consulting Services LLC v. F. Xxxx Xxxxxx1 N/A 100 % Huron Consulting Group Holdings LLC Huron Management Services LLC 1 N/A 100 % Huron Consulting Group Holdings LLC Huron Demand LLC 1 N/A 100 % Huron Consulting Group Holdings LLC Huron Investigations LLC 1 N/A 100 % Huron Consulting Group Holdings LLC LegalSource LLC 1 N/A 100 % Xxxxxx Holdings, Xxxxx XxxxxInc. The Xxxxxx Group, Xxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxxxx, and SNR Xxxxxx US LLP, formerly known as Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP (Circuit Court of Xxxx CountyL.L.C. 100 02 100 % EXHIBIT 4(a) EXHIBIT 4(c)(i) NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS United States Copyright Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced thereinIRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned Grantor has granted a continuing security interest in hereby sells, assigns and continuing lien upon the copyrights and copyright applications set forth on Schedule 1 hereto transfers to the Collateral Agent for the ratable benefit following equity interests of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing copyrights and copyright applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: EXHIBIT 4(c)(ii) NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any patent or patent application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: EXHIBIT 4(c)(iii) NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Titlecorporation:

Appears in 1 contract

Samples: Pledge Agreement (Huron Consulting Group Inc.)

Rights of Required Lenders. All rights of the Collateral Administrative Agent hereunder, if not exercised by the Collateral Administrative Agent, may be exercised by the Required Lenders to the extent permitted by applicable lawLenders. Each of the parties hereto has caused a counterpart of this Amended and Restated Security Agreement to be duly executed and delivered as of the date first above written. GRANTORSBORROWER: HURON CONSULTING GROUP NCI BUILDING SYSTEMS, INC. By: Name: /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS: NCI HOLDING CORP. NCI OPERATING CORP. METAL COATERS OF CALIFORNIA, INC. By: Name: /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer A & S BUILDING SYSTEMS, L.P. NCI BUILDING SYSTEMS, L.P. METAL BUILDING COMPONENTS, L.P. NCI GROUP, L.P. By: NCI OPERATING CORP., A Delaware corporation as General Partner By: Name: /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer NCI BUILDING SYSTEMS, INC. SECURITY AGREEMENT Accepted and agreed to as of the date first above written. WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent By: Name: /s/ Xxxxx X. Xxxxx Name: Xxxxxxx Xxxxx X. Xxxxx Xxxxxxx Title: Chief Operating Officer and Chief Financial Officer HURON CONSULTING GROUP HOLDINGS LLCManaging Director NCI BUILDING SYSTEMS, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON CONSULTING SERVICES LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer WELLSPRING MANAGEMENT SERVICES LLC, formerly known as XXXXXX & XXXX LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON DEMAND LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON TECHNOLOGIES INC., a Delaware corporation By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON CONSULTING GROUP INC. AMENDED AND RESTATED SECURITY AGREEMENT COLLATERAL AGENT: BANK OF AMERICA, N.A., as Collateral Agent By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Assistant Vice President HURON CONSULTING GROUP INC. AMENDED AND RESTATED SECURITY AGREEMENT SCHEDULE 2 COMMERCIAL TORT CLAIMS Huron Consulting Services LLC v. F. Xxxx Xxxxxx4(a) NAME CHANGES/CHANGES IN CORPORATE STRUCTURE/TRADENAMES Changes of Legal Names: None Mergers, Consolidations, Changes in Structure: None Tradenames: NCI Building Systems, Inc. NCI Building Systems of Delaware NCI NCI Operating Corp. Mesco Operating Company DBCI Operating Company NCI Holding Corp. None Metal Coaters of California, Inc. Metal Coaters NCI Building Systems, L.P. Doors & Building Components Metallic Buildings Mid-West Steel Buildings Steel Buildings Xxxxx XxxxxXxxxx Building Systems Mesco Building Solutions ECI Building Components ECI Insulated Panel Systems IPS Value Metal Buildings Rhino Steel Building Systems NCI Component Structures NCI Building Group Building Group Able Door Manufacturing A & S Building Systems, L.P. A & S Building Group Metal Building Components, L.P.: NCI Metal Depot NCI Metal Depots ABC American Building Components MBCI Metal Building Components Xxxxx XxxxxxxRollforming The Metal Warehouse MBCI Components Group Components Group Midland Metals NCI Group, Xxxx XxxxxxxxL.P. Metal Coaters of Mississippi Metal Coaters of Georgia Southwest Steel Trading Metal-Prep Metal Prep MC Coaters Group Coaters Group DOUBLECOTE NCI Metal Group SCHEDULE 4(1) DEPOSIT ACCOUNTS, Xxxxx XxxxxxxxELECTRONIC CHATTEL PAPER, and SNR Xxxxxx US LLPLETTER-OF-CREDIT RIGHTS, formerly known as Xxxxxxxxxxxx Xxxx SECURITIES ACCOUNTS AND UNCERTIFICATED INVESTMENT PROPERTY Deposit Accounts: See Attached spreadsheet Letter of Credit Rights: See Attached spreadsheet Uncertificated Investment Property: NCI OPERATING CORP. A & Xxxxxxxxx LLP (Circuit Court of Xxxx CountyS Building Systems, L.P. % general partnership interest NCI Building Systems, L.P. % general partnership interest Metal Building Components, L.P. % general partnership interest NCI Group, L.P. % general partnership interest NCI HOLDING CORP. A & S Building Systems, L.P. % limited partnership interest NCI Building Systems, L.P. % limited partnership interest Metal Building Components, L.P. % limited partnership interest NCI Group, L.P. % limited partnership interest [subject to comment by the Company) EXHIBIT 4(c)(i) SCHEDULE 5(a)-1 NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS United States Copyright Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14June , 2011 2004 (as the same may be amended, modified, extended or restated from time to time, the “Security Agreement”) by and among the Grantors party Obligors thereto (each an “GrantorObligor” and collectively, the “GrantorsObligors”) and Bank of AmericaWachovia Bank, N.A.National Association, as Collateral Administrative Agent (the “Collateral Administrative Agent”) for the holders of lenders referenced therein (the Secured Obligations referenced therein“Lenders”), the undersigned Grantor Obligor has granted a continuing security interest in and continuing lien upon upon, the copyrights and copyright applications set forth on Schedule 1 hereto shown below to the Collateral Administrative Agent for the ratable benefit of the holders Lenders: COPYRIGHTS Description of the Secured ObligationsCopyright No. Copyright Date of Copyright COPYRIGHT APPLICATIONS Description of Copyright Date of Copyright Copyright Application No. Applied For Application The undersigned Grantor Obligors and the Collateral Administrative Agent, on behalf of the holders of the Secured ObligationsLenders, hereby acknowledge and agree that the security interest in the foregoing copyrights and copyright applications (i) may only be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [GrantorObligor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICAWACHOVIA BANK, N.A.NATIONAL ASSOCIATION, as Collateral Administrative Agent By: Name: Title: EXHIBIT 4(c)(ii) SCHEDULE 5(a)-2 NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14June , 2011 2004 (as the same may be amended, modified, extended or restated from time to time, the “Security Agreement”) by and among the Grantors party Obligors thereto (each an “GrantorObligor” and collectively, the “GrantorsObligors”) and Bank of AmericaWachovia Bank, N.A.National Association, as Collateral Administrative Agent (the “Collateral Administrative Agent”) for the holders of lenders referenced therein (the Secured Obligations referenced therein“Lenders”), the undersigned Grantor Obligor has granted a continuing security interest in and continuing lien upon upon, the patents and patent applications set forth on Schedule 1 hereto shown below to the Collateral Administrative Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any patent or patent application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: EXHIBIT 4(c)(iii) NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: TitleLenders:

Appears in 1 contract

Samples: Credit Agreement (Nci Building Systems Inc)

Rights of Required Lenders. All rights of the Collateral Administrative Agent hereunder, if not exercised by the Collateral Administrative Agent, may be exercised by the Required Lenders to the extent permitted by applicable lawLenders. Each of the parties hereto has caused a counterpart of this Amended and Restated Security Pledge Agreement to be duly executed and delivered as of the date first above written. GRANTORSBORROWER: HURON CONSULTING GROUP NCI BUILDING SYSTEMS, INC. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS: NCI HOLDING CORP. NCI OPERATING CORP. METAL COATERS OF CALIFORNIA, INC. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer A & S BUILDING SYSTEMS, L.P. NCI BUILDING SYSTEMS, L.P, METAL BUILDING COMPONENTS, L.P. NCI GROUP, L.P. By: NCI OPERATING CORP., A Delaware corporation as General Partner By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer NCI Building Systems, Inc. Pledge Agreement Accepted and agreed to as of the date first above written. WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ Xxxxx X. Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxx Xxxxxxx Title: Chief Operating Officer and Chief Financial Officer HURON CONSULTING GROUP HOLDINGS LLCManaging Director NCI Building Systems, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON CONSULTING SERVICES LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer WELLSPRING MANAGEMENT SERVICES LLC, formerly known as XXXXXX & XXXX LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON DEMAND LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON TECHNOLOGIES INC., a Delaware corporation By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON CONSULTING GROUP INC. AMENDED AND RESTATED SECURITY AGREEMENT COLLATERAL AGENT: BANK OF AMERICA, N.A., as Collateral Agent By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Assistant Vice President HURON CONSULTING GROUP INC. AMENDED AND RESTATED SECURITY AGREEMENT SCHEDULE 2 COMMERCIAL TORT CLAIMS Huron Consulting Services LLC v. F. Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxxxx, and SNR Xxxxxx US LLP, formerly known as Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP (Circuit Court of Xxxx CountyInc. Pledge Agreement Schedule 2(a) EXHIBIT 4(c)(i) NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS United States Copyright Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Pledge Agreement dated as of April 14June 18, 2011 (as the same may be amended2004 in favor of Wachovia Bank, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A.National Association, as Collateral Administrative Agent (the “Collateral Agent”PLEDGED CAPITAL STOCK Pledgor: NCI BUILDING SYSTEMS, INC. Name of Subsidiary: Number of Shares Certificate Number Percentage Ownership NCI Operating Corp. 1,000 002 100 NCI Holding Corp. 1,000 002 100 Pledgor: NCI HOLDING CORP. Name of Subsidiary: Number of Shares Certificate Number Percentage Ownership Metal Coaters of California, Inc. 10,000 4 100 PLEDGED PARTNERSHIP INTERESTS Pledgor: NCI OPERATING CORP. Name of Subsidiary: Description of Interest Percentage Ownership A & S Building Systems, L.P. 1% general partnership interest 1 NCI Building Systems, L.P. 1% general partnership interest 1 Metal Building Components, L.P. 1% general partnership interest 1 NCI Group, L.P. 1% general partnership interest 1 Pledgor: NCI HOLDING CORP. Name of Subsidiary: Description of Interest Percentage Ownership A & S Building Systems, L.P. 99% limited partnership interest 99 NCI Building Systems, L.P. 99% limited partnership interest 99 Metal Building Components, L.P. 99% limited partnership interest 99 NCI Group, L.P. 99% limited partnership interest 99 Exhibit 4(a) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing copyrights and copyright applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: EXHIBIT 4(c)(ii) NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Pledge Agreement dated as of April 14June 18, 2011 (as the same may be amended2004 in favor of Wachovia Bank, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A.National Association, as Collateral Administrative Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced thereinIrrevocable Stock Power FOR VALUE RECEIVED, the undersigned Grantor has granted a continuing security interest in hereby sells, assigns and continuing lien upon the patents and patent applications set forth on Schedule 1 hereto transfers to the Collateral Agent for the ratable benefit following shares of the holders capital stock of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any patent or patent application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: EXHIBIT 4(c)(iii) NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Titlecorporation:

Appears in 1 contract

Samples: Credit Agreement (Nci Building Systems Inc)

Rights of Required Lenders. All rights of the Collateral Agent hereunder, if not exercised by the Collateral Agent, may be exercised by the Required Lenders to the extent permitted by applicable law. Each of the parties hereto has caused a counterpart of this Amended and Restated Security Agreement to be duly executed and delivered as of the date first above written. GRANTORS: HURON CONSULTING GROUP INC., A a Delaware corporation By: /s/ Xxxxx X. Xxxxx C. Xxxx Xxxxxx Name: Xxxxx X. Xxxxx C. Xxxx Xxxxxx Title: Chief Operating Officer EVP, COO, CFO and Chief Financial Officer Treasurer HURON CONSULTING GROUP HOLDINGS LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx C. Xxxx Xxxxxx Name: Xxxxx X. Xxxxx C. Xxxx Xxxxxx Title: Chief Operating Officer EVP, COO, CFO and Chief Financial Officer Treasurer HURON CONSULTING SERVICES LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx C. Xxxx Xxxxxx Name: Xxxxx X. Xxxxx C. Xxxx Xxxxxx Title: Chief Operating Officer EVP, COO, CFO and Chief Financial Officer WELLSPRING Treasurer HURON MANAGEMENT SERVICES LLC, formerly known as XXXXXX & XXXX WELLSPRING MANAGEMENT SERVICES LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx C. Xxxx Xxxxxx Name: Xxxxx X. Xxxxx C. Xxxx Xxxxxx Title: Chief Operating Officer EVP, COO, CFO and Chief Financial Officer Treasurer HURON DEMAND LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx C. Xxxx Xxxxxx Name: Xxxxx X. Xxxxx C. Xxxx Xxxxxx Title: Chief Operating Officer EVP, COO, CFO and Chief Financial Officer Treasurer HURON TECHNOLOGIES INC., a Delaware corporation By: /s/ Xxxxx X. Xxxxx C. Xxxx Xxxxxx Name: Xxxxx X. Xxxxx C. Xxxx Xxxxxx Title: Chief Operating Officer EVP, COO, CFO and Chief Financial Officer Treasurer HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED SECURITY AGREEMENT LEGALSOURCE LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON INVESTIGATIONS LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer SKY ANALYTICS, INC., a Delaware corporation By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer XXXXXX HOLDINGS, INC., a Delaware corporation By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer THE XXXXXX GROUP, LLC, a Florida limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED SECURITY AGREEMENT COLLATERAL AGENT: BANK OF AMERICA, N.A., as Collateral Agent By: /s/ Xxxxxx Xxxxxxxx Xxxxx X. XxXxxxx Name: Xxxxxx Xxxxxxxx Xxxxx X. XxXxxxx Title: Assistant Vice President HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED SECURITY AGREEMENT SCHEDULE 2 COMMERCIAL TORT CLAIMS Huron Consulting Services LLC v. F. Prism Healthcare Partners & Xxxxxx Xxxxxxx, Xxxx Xx. 0000 X 0000, Xxxx Xxxxxx, Xxxxx Illinois (the “State Matter”) and Huron Consulting Services LLC v. Prism Healthcare Partners, Case No. 2013 cv 0000, X.X. Xxxxxxxx Xxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxxxx, and SNR Xxxxxx US LLP, formerly known as Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP Xxxxxxxx Xxxxxxxx of Illinois (Circuit Court of Xxxx County) the “Federal Matter”). EXHIBIT 4(c)(i) NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS United States Copyright Office Ladies and Gentlemen: Please be advised that pursuant to the Second Amended and Restated Security Agreement dated as of April 14March 31, 2011 2015 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing copyrights and copyright applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: EXHIBIT 4(c)(ii) NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Second Amended and Restated Security Agreement dated as of April 14March 31, 2011 2015 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any patent or patent application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: EXHIBIT 4(c)(iii) NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Second Amended and Restated Security Agreement dated as of April 14March 31, 2011 2015 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title:

Appears in 1 contract

Samples: Security Agreement (Huron Consulting Group Inc.)

Rights of Required Lenders. All rights of the Collateral Administrative Agent hereunder, if not exercised by the Collateral Administrative Agent, may be exercised by the Required Lenders to the extent permitted by applicable lawLenders. Each of the parties hereto has caused a counterpart of this Amended and Restated Security Agreement to be duly executed and delivered as of the date first above written. GRANTORSOBLIGORS: HURON CONSULTING GROUP BROOKDALE SENIOR LIVING INC., A a Delaware corporation By: /s/ Xxxxx X. T. Xxxxxx Xxxxx Name: Xxxxx X. T. Xxxxxx Xxxxx Title: Chief Operating Officer Executive Vice President and Chief Financial Officer HURON CONSULTING GROUP HOLDINGS Secretary BROOKDALE SENIOR LIVING COMMUNITIES, INC., a Delaware corporation, f/k/a Alterra Healthcare Corporation, a Delaware corporation By: /s/ T. Xxxxxx Xxxxx Name: T. Xxxxxx Xxxxx Title: Executive Vice President and Secretary AHC STERLING HOUSE OF XXXXXXXX, LLC, a Delaware limited liability company By: /s/ Xxxxx X. T. Xxxxxx Xxxxx Name: Xxxxx X. T. Xxxxxx Xxxxx Title: Chief Operating Officer Executive Vice President and Chief Financial Officer HURON CONSULTING SERVICES Secretary ALS NORTH AMERICA, INC., a Delaware corporation By: /s/ T. Xxxxxx Xxxxx Name: T. Xxxxxx Xxxxx Title: Executive Vice President and Secretary AHC PROPERTIES, INC, a Delaware corporation By: /s/ T. Xxxxxx Xxxxx Name: T. Xxxxxx Xxxxx Title: Executive Vice President and Secretary BKD STERLING HOUSE OF XXXXXX, LLC, a Delaware limited liability company By: /s/ Xxxxx X. T. Xxxxxx Xxxxx Name: Xxxxx X. T. Xxxxxx Xxxxx Title: Chief Operating Officer Executive Vice President and Chief Financial Officer WELLSPRING MANAGEMENT SERVICES LLCSecretary AHC RICHLAND HILLS, formerly known as XXXXXX & XXXX LLC, a Delaware limited liability company By: /s/ Xxxxx X. T. Xxxxxx Xxxxx Name: Xxxxx X. T. Xxxxxx Xxxxx Title: Chief Operating Officer Executive Vice President and Chief Financial Officer HURON DEMAND Secretary CAROLINA HOUSE OF BLUFFTON, LLC, a North Carolina limited liability company By: /s/ T. Xxxxxx Xxxxx Name: T. Xxxxxx Xxxxx Title: Executive Vice President and Secretary CAROLINA HOUSE OF HILTON HEAD, LLC, a North Carolina limited liability company By: /s/ T. Xxxxxx Xxxxx Name: T. Xxxxxx Xxxxx Title: Executive Vice President and Secretary FIT XXXXXX, LLC, a Delaware limited liability company By: /s/ Xxxxx X. T. Xxxxxx Xxxxx Name: Xxxxx X. T. Xxxxxx Xxxxx Title: Chief Operating Officer Executive Vice President and Chief Financial Officer HURON TECHNOLOGIES INC.Secretary BLC NOVI-GC, LLC, a Delaware corporation limited liability company By: /s/ Xxxxx X. T. Xxxxxx Xxxxx Name: Xxxxx X. T. Xxxxxx Xxxxx Title: Chief Operating Officer Executive Vice President and Chief Financial Officer HURON CONSULTING GROUP INCSecretary ARC HDV, LLC, a Tennessee limited liability company By: /s/ T. Xxxxxx Xxxxx Name: T. Xxxxxx Xxxxx Title: Executive Vice President and Secretary Accepted and agreed to as of the date first above written. AMENDED AND RESTATED SECURITY AGREEMENT COLLATERAL AGENT: BANK OF AMERICA, N.A., as Collateral Administrative Agent By: /s/ Xxxxxx Xxxxxxxx Xxxxx Xxxxx Name: Xxxxxx Xxxxxxxx Xxxxx Xxxxx Title: Assistant Vice President HURON CONSULTING GROUP INC. AMENDED AND RESTATED SECURITY AGREEMENT SCHEDULE 2 COMMERCIAL TORT CLAIMS Huron Consulting Services LLC v. F. Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxxxx, and SNR Xxxxxx US LLP, formerly known as Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP (Circuit Court of Xxxx County) EXHIBIT 4(c)(i) NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS United States Copyright Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing copyrights and copyright applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: EXHIBIT 4(c)(ii) NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any patent or patent application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: EXHIBIT 4(c)(iii) NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title:President

Appears in 1 contract

Samples: Security Agreement (Brookdale Senior Living Inc.)

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Rights of Required Lenders. All rights of the Collateral Agent hereunder, if not exercised by the Collateral Agent, may be exercised by the Required Lenders to the extent permitted by applicable law. Each of the parties hereto has caused a counterpart of this Amended and Restated Security Pledge Agreement to be duly executed and delivered as of the date first above written. GRANTORSPLEDGORS: HURON CONSULTING GROUP INC., A Delaware corporation By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON CONSULTING GROUP HOLDINGS LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON CONSULTING SERVICES LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer WELLSPRING MANAGEMENT SERVICES LLC, formerly known as XXXXXX & XXXX LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON DEMAND LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON TECHNOLOGIES INC., a Delaware corporation By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON CONSULTING GROUP INC. AMENDED AND RESTATED SECURITY PLEDGE AGREEMENT COLLATERAL AGENT: BANK OF AMERICA, N.A., as Collateral Agent By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Assistant Vice President HURON CONSULTING GROUP INC. AMENDED AND RESTATED SECURITY PLEDGE AGREEMENT SCHEDULE 2 COMMERCIAL TORT CLAIMS Schedule 1 Pledged Equity Interests (i) Certificated Securities Number of Certificate Percentage Pledgor Issuer Shares Number Ownership Huron Consulting Group Inc. Huron (UK) Limited 65 4 65 % Huron Consulting Group Holdings LLC Huron Technologies Inc. 100 C-16 100 % (ii) Uncertificated Limited Liability Company Interests Number of Certificate Percentage Pledgor Issuer Shares Number Ownership Huron Consulting Group Inc. Huron Consulting Group Holdings LLC 1 N/A 100 % Huron Consulting Group Holdings LLC Huron Consulting Services LLC v. F. Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxxxx, and SNR Xxxxxx US LLP, formerly known as Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP (Circuit Court 1 NA 100 % Huron Consulting Group Holdings LLC Wellspring Management Services LLC 1 N/A 100 % Huron Consulting Group Holdings LLC Huron Demand LLC 1 N/A 100 % Number of Xxxx CountyCertificate Percentage Pledgor Issuer Shares Number Ownership Huron Consulting Group Holdings LLC Huron Saudi Limited 13 N/A 3.25 % Huron Consulting Group Inc. Huron Middle East LLC 65 N/A 65 % Huron Consulting Group Inc. Huron Saudi Limited 247 N/A 61.75 % EXHIBIT 4(a) EXHIBIT 4(c)(i) NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS United States Copyright Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced thereinIRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned Grantor has granted a continuing security interest in hereby sells, assigns and continuing lien upon the copyrights and copyright applications set forth on Schedule 1 hereto transfers to the Collateral Agent for the ratable benefit following equity interests of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing copyrights and copyright applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: EXHIBIT 4(c)(ii) NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any patent or patent application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: EXHIBIT 4(c)(iii) NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Titlecorporation:

Appears in 1 contract

Samples: Pledge Agreement (Huron Consulting Group Inc.)

Rights of Required Lenders. All rights of the Collateral Administrative Agent hereunder, if not exercised by the Collateral Administrative Agent, may be exercised by the Required Lenders to the extent permitted by applicable lawLenders. Each of the parties hereto has caused a counterpart of this Amended and Restated Security Pledge Agreement to be duly executed and delivered as of the date first above written. GRANTORSCOMPANY: HURON CONSULTING GROUP GATEHOUSE MEDIA OPERATING, INC., A a Delaware corporation By: /s/ Xxxxx Xxxxxxx X. Xxxxx Xxxx Name: Xxxxx Xxxxxxx X. Xxxxx Xxxx Title: Chief Operating Executive Officer and SUBSIDIARY BORROWERS: GATEHOUSE MEDIA MASSACHUSETTS I, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: President & Chief Financial Executive Officer HURON CONSULTING GROUP HOLDINGS GATEHOUSE MEDIA MASSACHUSETTS II, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: President & Chief Executive Officer ENHE ACQUISITION, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxxx X. Xxxxx Xxxx Name: Xxxxx Xxxxxxx X. Xxxxx Xxxx Title: President & Chief Executive Officer HOLDCO: GATEHOUSE MEDIA HOLDCO, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Operating Executive Officer and GUARANTORS: GATEHOUSE MEDIA ARIZONA HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Financial Executive Officer HURON CONSULTING SERVICES GATEHOUSE MEDIA GROUP ARKANSAS HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA CALIFORNIA HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA COLORADO HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA CORNING HOLDINGS, INC., a Nevada corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA FREEPORT HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA ILLINOIS HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA IOWA HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA KANSAS HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA LANSING PRINTING, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA LOUISIANA HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA MANAGEMENT SERVICES, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA MICHIGAN HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA MINNESOTA HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA MISSOURI HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA NEBRASKA HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA NEVADA HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA NEW YORK HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA NORTH DAKOTA HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA PENNSYLVANIA HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer GATEHOUSE MEDIA SUBURBAN NEWSPAPERS, INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer LIBERTY SMC, L.L.C., a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer MINERAL DAILY NEWS TRIBUNE, INC., a West Virginia corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer NEWS LEADER, INC., a Louisiana corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer XXXXX NEWSPAPERS, INC., an Iowa corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer ENTERPRISE NEWSMEDIA HOLDING, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxxx X. Xxxxx Xxxx Name: Xxxxx Xxxxxxx X. Xxxxx Xxxx Title: President & Chief Operating Executive Officer and Chief Financial Officer WELLSPRING MANAGEMENT SERVICES LLCENTERPRISE NEWSMEDIA, formerly known as XXXXXX & XXXX LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxxx X. Xxxxx Xxxx Name: Xxxxx Xxxxxxx X. Xxxxx Xxxx Title: President & Chief Operating Executive Officer and Chief Financial Officer HURON DEMAND LRT FOUR HUNDRED, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxxx X. Xxxxx Xxxx Name: Xxxxx Xxxxxxx X. Xxxxx Xxxx Title: President & Chief Operating Executive Officer and XXXXXX X. XXXXXXXX PUBLISHING COMPANY, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: President & Chief Financial Executive Officer HURON TECHNOLOGIES LOW REALTY, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: President & Chief Executive Officer ENTERPRISE PUBLISHING COMPANY, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: President & Chief Executive Officer GATEHOUSE MEDIA DIRECTORIES HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxx Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: President & Chief Executive Officer SUREWEST DIRECTORIES, a California corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: President & Chief Executive Officer Accepted and agreed to as of the date first above written: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ Xxxx X. Xxxxx Name: Xxxxx Xxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON CONSULTING GROUP INC. AMENDED AND RESTATED SECURITY AGREEMENT COLLATERAL AGENT: BANK OF AMERICA, N.A., as Collateral Agent By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Assistant Vice President HURON CONSULTING GROUP INC. AMENDED AND RESTATED SECURITY AGREEMENT SCHEDULE 2 COMMERCIAL TORT CLAIMS Huron Consulting Services LLC v. F. Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxxxx, and SNR Xxxxxx US LLP, formerly known as Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP (Circuit Court of Xxxx County) EXHIBIT 4(c)(i) NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS United States Copyright Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing copyrights and copyright applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: EXHIBIT 4(c)(ii) NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any patent or patent application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: EXHIBIT 4(c)(iii) NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title:

Appears in 1 contract

Samples: Pledge Agreement (GateHouse Media, Inc.)

Rights of Required Lenders. All rights of the Collateral Agent hereunder, if not exercised by the Collateral Agent, may be exercised by the Required Lenders to the extent permitted by applicable lawLenders. Each of the parties hereto has caused a counterpart of this Amended and Restated Security Agreement to be duly executed and delivered as of the date first above written. GRANTORSBORROWER: HURON CONSULTING GROUP INC., A Delaware corporation By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON CONSULTING GROUP HOLDINGS LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON CONSULTING INSIGHT HEALTH SERVICES LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer WELLSPRING MANAGEMENT SERVICES LLC, formerly known as XXXXXX & XXXX LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON DEMAND LLC, a Delaware limited liability company By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Operating Officer and Chief Financial Officer HURON TECHNOLOGIES INCCORP., a Delaware corporation By: /s/ Xxxxx X. Xxxxx Name: Xxxxx Title: GUARANTORS: INSIGHT HEALTH CORP. By: Name: Xxxxxx X. Xxxxx Title: Chief Operating Officer and Executive Vice President, Chief Financial Officer HURON CONSULTING GROUP and Secretary RADIOLOGY SERVICES CORP. By: Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary OPEN MRI, INC. AMENDED AND RESTATED SECURITY AGREEMENT COLLATERAL AGENTBy: BANK Name: Xxxxxx X. Xxxxx Title Executive Vice President, Chief Financial Officer and Secretary MAXUM HEALTH CORP. By: Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary RADIOSURGERY CENTERS, INC. By: Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary [Signatures Continued] MTS ENTERPRISES, INC. By: Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary QUEST FINANCIAL SERVICES, INC. By: Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary MAXUM HEALTH SERVICES CORP. By: Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary DIAGNOSTEMPS, INC. By: Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary DIAGNOSTIC SOLUTIONS CORP. By: Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary MAXUM HEALTH SERVICES OF AMERICANORTH TEXAS, INC. By: Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary [Signatures Continued] MAXUM HEALTH SERVICES OF ARLINGTON, INC. By: Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary MAXUM HEALTH SERVICES OF DALLAS, INC. By: Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary NORTH DALLAS DIAGNOSTIC CENTER, INC.. By: Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary Accepted and agreed to in Charlotte, North Carolina as of the date first above written. NATIONSBANK, N.A., as Collateral Agent By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Assistant Vice President HURON CONSULTING GROUP INC. AMENDED AND RESTATED SECURITY AGREEMENT SCHEDULE 2 COMMERCIAL TORT CLAIMS Huron Consulting Services LLC v. F. Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxxxx, and SNR Xxxxxx US LLP, formerly known as Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP (Circuit Court of Xxxx County) EXHIBIT 4(c)(i) NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS United States Copyright Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the copyrights and copyright applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing copyrights and copyright applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: EXHIBIT 4(c)(iiSCHEDULE 1(b) NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any patent or patent application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title: EXHIBIT 4(c)(iii) NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Amended and Restated Security Agreement dated as of April 14, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications set forth on Schedule 1 hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Grantor and the Collateral Agent, on behalf of the holders of the Secured Obligations, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [Grantor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Agent By: Name: Title:INTELLECTUAL PROPERTY

Appears in 1 contract

Samples: Credit Agreement (Insight Health Services Corp)

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