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 Second Amended and Restated Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: HURON CONSULTING GROUP INC., a Delaware corporation By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON CONSULTING GROUP HOLDINGS LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON CONSULTING SERVICES LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON MANAGEMENT SERVICES LLC, formerly known as WELLSPRING MANAGEMENT SERVICES LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON DEMAND LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON TECHNOLOGIES INC., a Delaware corporation 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 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/ Xxxxx X. XxXxxxx Name: Xxxxx X. XxXxxxx Title: Vice President HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED PLEDGE AGREEMENT Schedule 1 Pledged Equity Interests

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 Second Amended and Restated Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORSCOMPANY: HURON CONSULTING GROUP GATEHOUSE MEDIA OPERATING, INC., a Delaware corporation By: /s/ C. Xxxxxxx X. Xxxx Xxxxxx Name: C. Xxxxxxx X. Xxxx Xxxxxx Title: EVPChief Executive Officer SUBSIDIARY BORROWERS: GATEHOUSE MEDIA MASSACHUSETTS I, COOINC., CFO and Treasurer HURON CONSULTING GROUP HOLDINGS a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: President & Chief Executive Officer 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/ C. Xxxxxxx X. Xxxx Xxxxxx Name: C. Xxxxxxx X. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON CONSULTING SERVICES LLC, a Delaware limited liability company ByPresident & Chief Executive Officer HOLDCO: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON MANAGEMENT SERVICES LLC, formerly known as WELLSPRING MANAGEMENT SERVICES LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON DEMAND LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON TECHNOLOGIES INC., a Delaware corporation 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 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 ANALYTICSGATEHOUSE MEDIA HOLDCO, INC., a Delaware corporation By: /s/ C. Xxxxxxx X. Xxxx Xxxxxx Name: C. Xxxxxxx X. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer XXXXXX Chief Executive Officer GUARANTORS: GATEHOUSE MEDIA ARIZONA HOLDINGS, INC., a Delaware corporation By: /s/ C. Xxxxxxx X. Xxxx Xxxxxx Name: C. Xxxxxxx X. Xxxx Xxxxxx Title: EVPChief Executive Officer GATEHOUSE MEDIA GROUP ARKANSAS HOLDINGS, COO, CFO and Treasurer THE XXXXXX GROUP, LLCINC., a Florida 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/ C. Xxxxxxx X. Xxxx Xxxxxx Name: C. Xxxxxxx X. Xxxx Xxxxxx Title: EVPChief Executive Officer MINERAL DAILY NEWS TRIBUNE, COOINC., CFO 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/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: President & Chief Executive Officer ENTERPRISE NEWSMEDIA, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: President & Chief Executive Officer LRT FOUR HUNDRED, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: President & Chief Executive Officer XXXXXX X. XXXXXXXX PUBLISHING COMPANY, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: President & Chief Executive Officer 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/ 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 Treasurer HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED PLEDGE AGREEMENT COLLATERAL AGENTagreed to as of the date first above written: BANK OF AMERICAWACHOVIA BANK, N.A.NATIONAL ASSOCIATION, as Collateral Administrative Agent By: /s/ Xxxx X. Xxxxx X. XxXxxxx Name: Xxxxx Xxxx X. XxXxxxx Title: Vice President HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED PLEDGE AGREEMENT Schedule 1 Pledged Equity InterestsXxxxx

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 Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: HURON CONSULTING GROUP INC., a Delaware corporation By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON CONSULTING GROUP HOLDINGS LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON CONSULTING SERVICES LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON MANAGEMENT SERVICES LLC, formerly known as WELLSPRING MANAGEMENT SERVICES LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON DEMAND LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON TECHNOLOGIES INC., a Delaware corporation 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 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/ Xxxxx X. XxXxxxx Name: Xxxxx X. XxXxxxx Title: Vice President HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED PLEDGE AGREEMENT Schedule 1 Pledged Equity InterestsInterests (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 1 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, Inc. The Xxxxxx Group, L.L.C. 100 02 100 % EXHIBIT 4(a) IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following equity interests of , a corporation:

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 Second Amended and Restated Pledge Security Agreement to be duly executed and delivered as of the date first above written. PLEDGORSGRANTORS: HURON CONSULTING GROUP SPX FLOW, INC., a Delaware corporation By: /s/ C. Xxxx Xxxxxxx X. Xxxxxx Name: C. Xxxx Xxxxxxx X. Xxxxxx Title: EVP, COO, CFO Vice President and Treasurer HURON CONSULTING GROUP HOLDINGS Secretary CORPORATE PLACE LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxxx X. Xxxxxx Name: C. Xxxx Xxxxxxx X. Xxxxxx Title: EVP, COO, CFO Vice President and Treasurer HURON CONSULTING SERVICES LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON MANAGEMENT SERVICES LLC, formerly known as WELLSPRING MANAGEMENT SERVICES LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON DEMAND LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON TECHNOLOGIES INC., a Delaware corporation 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 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 Secretary SPX FLOW HOLDINGS, INC., a Delaware corporation By: /s/ C. Xxxx Xxxxxxx X. Xxxxxx Name: C. Xxxx Xxxxxxx X. Xxxxxx Title: EVPVice President and Secretary SPX FLOW TECHNOLOGY SYSTEMS, COOINC., CFO a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President and Treasurer THE XXXXXX GROUPSecretary SPX FLOW US, LLC, a Florida Delaware limited liability company By: /s/ C. Xxxx Xxxxxxx X. Xxxxxx Name: C. Xxxx Xxxxxxx X. Xxxxxx Title: EVPVice President and Secretary XXXXXXX HOLDINGS CO., COOa Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President and Secretary Accepted and agreed to as of the date first above written. BANK OF AMERICA, CFO N.A., as Administrative Agent By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Vice President SCHEDULE 2(c) COMMERCIAL TORT CLAIMS SCHEDULE 3(i) GRANTOR INFORMATION EXHIBIT 4(a)(i) FORM OF NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS United States Copyright Office Ladies and Treasurer HURON CONSULTING GROUP INCGentlemen: Please be advised that pursuant to the Security Agreement dated as of July 11, 2016 (as the same may be amended, modified, restated or supplemented from time to time, the “Security Agreement”) by and among the Grantors from time to time party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and a right to set off against the copyrights and copyright applications shown on Schedule 1 to the Administrative Agent for the ratable benefit of the Secured Parties. SECOND AMENDED AND RESTATED PLEDGE AGREEMENT COLLATERAL AGENTThe undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, 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, __________________________________ [Grantor] By:_______________________________ Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Collateral Administrative Agent By: /s/ Xxxxx X. XxXxxxx :_______________________________ Name: Xxxxx X. XxXxxxx Title: Vice President HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED PLEDGE AGREEMENT EXHIBIT 4(a)(ii) FORM OF NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Security Agreement dated as of July 11, 2016 (as the same may be amended, modified, restated or supplemented from time to time, the “Security Agreement”) by and among the Grantors from time to time party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and a right to set off against the patents and patent applications shown on Schedule 1 Pledged Equity Intereststo the Administrative Agent for the ratable benefit of the Secured Parties. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, 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 Security 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 Administrative Agent By:_______________________________ Name: Title: EXHIBIT 4(a)(iii) FORM OF NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Security Agreement dated as of July 11, 2016 (as the same may be amended, modified, restated or supplemented from time to time, the “Security Agreement”) by and among the Grantors from time to time party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and a right to set off against the trademarks and trademark applications shown on Schedule 1 to the Administrative Agent for the ratable benefit of the Secured Parties. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, 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 Security 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 Administrative Agent By:_______________________________ Name: Title: EXHIBIT 21 FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of _____________, 20__, is by and between _____________________, a ___________________ (the “Subsidiary”), and BANK OF AMERICA, N.A., in its capacity as Administrative Agent under that certain Credit Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Credit Agreement”), dated as of September 1, 2015, by and among SPX FLOW, INC., a Delaware corporation (the “Parent Borrower”), the Foreign Subsidiary Borrowers party thereto, the Lenders from time to time party thereto, Deutsche Bank AG Deutschlandgeschäft Branch, as Foreign Trade Facility Agent, and Bank of America, N.A., as Administrative Agent. Capitalized terms used herein but not defined herein shall have the meanings provided in the Credit Agreement or the Security Agreement, as applicable. The Parent Borrower is required by Section 5.11 of the Credit Agreement to cause the Subsidiary to become a “Grantor” under the Security Agreement. Accordingly, the Subsidiary hereby agrees as follows with the Administrative Agent, for the benefit of the Secured Parties:

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 Second Amended and Restated Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORSBORROWER: HURON CONSULTING GROUP NCI BUILDING SYSTEMS, INC., a Delaware corporation . By: /s/ C. Xxxx Xxxxxx X. Xxxxxxx Name: C. Xxxx Xxxxxx X. Xxxxxxx Title: EVPExecutive Vice President and Chief Financial Officer GUARANTORS: NCI HOLDING CORP. NCI OPERATING CORP. METAL COATERS OF CALIFORNIA, COO, CFO and Treasurer HURON CONSULTING GROUP HOLDINGS LLC, a Delaware limited liability company INC. By: /s/ C. Xxxx Xxxxxx X. Xxxxxxx Name: C. Xxxx Xxxxxx X. Xxxxxxx Title: EVPExecutive Vice President and Chief Financial Officer A & S BUILDING SYSTEMS, COOL.P. NCI BUILDING SYSTEMS, CFO and Treasurer HURON CONSULTING SERVICES LLCL.P, a Delaware limited liability company METAL BUILDING COMPONENTS, L.P. NCI GROUP, L.P. By: NCI OPERATING CORP., as General Partner By: /s/ C. Xxxx Xxxxxx X. Xxxxxxx Name: C. Xxxx Xxxxxx X. Xxxxxxx Title: EVPExecutive Vice President and Chief Financial Officer NCI Building Systems, COOInc. Pledge Agreement Accepted and agreed to as of the date first above written. WACHOVIA BANK, CFO and Treasurer HURON MANAGEMENT SERVICES LLC, formerly known as WELLSPRING MANAGEMENT SERVICES LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON DEMAND LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON TECHNOLOGIES INC., a Delaware corporation 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 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.NATIONAL ASSOCIATION, as Collateral Administrative Agent By: /s/ Xxxxx X. XxXxxxx Xxxxxxx Name: Xxxxx X. XxXxxxx Xxxxxxx Title: Vice President HURON CONSULTING GROUP Managing Director NCI Building Systems, Inc. Pledge Agreement Schedule 2(a) to Pledge Agreement dated as of June 18, 2004 in favor of Wachovia Bank, National Association, as Administrative Agent PLEDGED CAPITAL STOCK Pledgor: NCI BUILDING SYSTEMS, INC. SECOND AMENDED AND RESTATED PLEDGE AGREEMENT Schedule 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 Pledged Equity InterestsNCI 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) to Pledge Agreement dated as of June 18, 2004 in favor of Wachovia Bank, National Association, as Administrative Agent Irrevocable Stock Power FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following shares of capital stock of , a corporation:

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 Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORS: HURON CONSULTING GROUP INC., a A Delaware corporation By: /s/ C. Xxxx Xxxxxx Xxxxx X. Xxxxx Name: C. Xxxx Xxxxxx Xxxxx X. Xxxxx Title: EVP, COO, CFO Chief Operating Officer and Treasurer Chief Financial Officer HURON CONSULTING GROUP HOLDINGS LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Xxxxx X. Xxxxx Name: C. Xxxx Xxxxxx Xxxxx X. Xxxxx Title: EVP, COO, CFO Chief Operating Officer and Treasurer Chief Financial Officer HURON CONSULTING SERVICES LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Xxxxx X. Xxxxx Name: C. Xxxx Xxxxxx Xxxxx X. Xxxxx Title: EVP, COO, CFO Chief Operating Officer and Treasurer HURON Chief Financial Officer WELLSPRING MANAGEMENT SERVICES LLC, formerly known as WELLSPRING MANAGEMENT SERVICES XXXXXX & XXXX LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Xxxxx X. Xxxxx Name: C. Xxxx Xxxxxx Xxxxx X. Xxxxx Title: EVP, COO, CFO Chief Operating Officer and Treasurer Chief Financial Officer HURON DEMAND LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Xxxxx X. Xxxxx Name: C. Xxxx Xxxxxx Xxxxx X. Xxxxx Title: EVP, COO, CFO Chief Operating Officer and Treasurer Chief Financial Officer HURON TECHNOLOGIES INC., a Delaware corporation By: /s/ C. Xxxx Xxxxxx Xxxxx X. Xxxxx Name: C. Xxxx Xxxxxx Xxxxx X. Xxxxx Title: EVP, COO, CFO Chief Operating Officer and Treasurer Chief Financial Officer HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED 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/ Xxxxx X. XxXxxxx Xxxxxx Xxxxxxxx Name: Xxxxx X. XxXxxxx Xxxxxx Xxxxxxxx Title: Assistant Vice President HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED PLEDGE AGREEMENT Schedule 1 Pledged Equity InterestsInterests (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 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 Certificate 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) IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following equity interests of , a corporation:

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 Second Amended and Restated Pledge Security Agreement to be duly executed and delivered as of the date first above written. PLEDGORSBORROWER: 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: /s/ C. Xxxx Xxxxxx Name: C. Xxxx /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Title: EVPExecutive Vice President and Chief Financial Officer NCI BUILDING SYSTEMS, COOINC. SECURITY AGREEMENT Accepted and agreed to as of the date first above written. WACHOVIA BANK, CFO and Treasurer HURON CONSULTING GROUP HOLDINGS LLCNATIONAL ASSOCIATION, a Delaware limited liability company as Administrative Agent By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON CONSULTING SERVICES LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON MANAGEMENT SERVICES LLC, formerly known as WELLSPRING MANAGEMENT SERVICES LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON DEMAND LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON TECHNOLOGIES INC., a Delaware corporation 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 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/ Xxxxx X. XxXxxxx Xxxxxxx Xxxxx X. Xxxxxxx Title: Managing Director NCI BUILDING SYSTEMS, INC. SECURITY AGREEMENT SCHEDULE 4(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 Xxxxx 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 Rollforming The Metal Warehouse MBCI Components Group Components Group Midland Metals NCI Group, L.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, ELECTRONIC CHATTEL PAPER, LETTER-OF-CREDIT RIGHTS, 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 & S 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) SCHEDULE 5(a)-1 NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS United States Copyright Office Gentlemen: Please be advised that pursuant to the Security Agreement dated as of June , 2004 (as the same may be amended, modified, extended or restated from time to time, the “Security Agreement”) by and among the Obligors thereto (each an “Obligor” and collectively, the “Obligors”) and Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”) for the lenders referenced therein (the “Lenders”), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the copyrights and copyright applications shown below to the Administrative Agent for the ratable benefit of the Lenders: COPYRIGHTS Description of Copyright No. Copyright Date of Copyright COPYRIGHT APPLICATIONS Description of Copyright Date of Copyright Copyright Application No. Applied For Application The Obligors and the Administrative Agent, on behalf of the Lenders, 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, [Obligor] By: Name: Xxxxx X. XxXxxxx Title: Vice President HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED PLEDGE AGREEMENT Schedule 1 Pledged Equity InterestsAcknowledged and Accepted: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: SCHEDULE 5(a)-2 NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS United States Patent and Trademark Office Gentlemen: Please be advised that pursuant to the Security Agreement dated as of June , 2004 (the “Security Agreement”) by and among the Obligors thereto (each an “Obligor” and collectively, the “Obligors”) and Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”) for the lenders referenced therein (the “Lenders”), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the patents and patent applications shown below to the Administrative Agent for the ratable benefit of the Lenders:

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. Audiovox Pledge Agreement Signature Page Audiovox Pledge Agreement Each of the parties hereto has caused a counterpart of this Second Amended and Restated Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORSDOMESTIC BORROWERS: HURON CONSULTING GROUP VOXX International corporation, a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO/Senior Vice President AUDIOVOX ACCESSORIES CORPORATION, a Delaware corporation By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Vice President/Treasurer AUDIOVOX ELECTRONICS CORPORATION, a Delaware corporation By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Secretary/Treasurer AUDIOVOX CONSUMER ELECTRONICS, INC., a Delaware corporation By: /s/ C. Xxxx Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: CFO/Secretary/Treasurer AMERICAN RADIO CORP., a Georgia corporation By: /s/ Xxxxxxx X. Xxxxxx Name: C. Xxxx Xxxxxxx X. Xxxxxx Title: EVPVice President CODE SYSTEMS, COOINC., CFO and Treasurer HURON CONSULTING GROUP HOLDINGS a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer INVISION AUTOMOTIVE SYSTEMS INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President XXXXXXXXX.XXX, LLC, an Indiana limited liability company By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary KLIPSCH GROUP, INC., an Indiana corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President DOMESTIC GUARANTORS: ELECTRONICS TRADEMARK HOLDING COMPANY, LLC, a Delaware corporation By: /s/ Xxxxx Xxx Xxxxxxx Name: Xxxxx Xxx Xxxxxxx Title: Secretary TECHNUITY, INC., an Indiana corporation By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary OMEGA RESEARCH AND DEVELOPMENT TECHNOLOGY LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary LATIN AMERICA EXPORTS CORP., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: C. Xxxx Xxxxxxx X. Xxxxxx Title: EVP, COO, CFO and Treasurer HURON CONSULTING SERVICES KLIPSCH HOLDING LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxxx X. Xxxxxx Name: C. Xxxx Xxxxxxx X. Xxxxxx Title: EVPVice President/Treasurer KD SALES, COO, CFO and Treasurer HURON MANAGEMENT SERVICES LLC, formerly known as WELLSPRING MANAGEMENT SERVICES an Indiana limited liability company By: /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Executive Vice President/CFO/Treasurer AUDIOVOX WEBSALES LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxxx X. Xxxxxx Name: C. Xxxx Xxxxxxx X. Xxxxxx Title: EVP, COO, CFO and Treasurer HURON DEMAND LLCVice President AUDIOVOX LATIN AMERICA LTD., a Delaware limited liability company corporation By: /s/ C. Xxxx Xxxxxxx X. Xxxxxx Name: C. Xxxx Xxxxxxx X. Xxxxxx Title: EVPVice President AUDIOVOX INTERNATIONAL CORP., COOa Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President AUDIOVOX COMMUNICATIONS CORP., CFO and a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President/Treasurer HURON TECHNOLOGIES AUDIOVOX GERMAN CORPORATION, a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: CFO/Vice President AUDIOVOX ASIA INC., a Delaware corporation By: /s/ C. Xxxx Xxxxxxx X. Xxxxxx Name: C. Xxxx Xxxxxxx X. Xxxxxx Title: EVPVice President/Secretary/Treasurer Accepted and agreed to as of the date first above written. XXXXX FARGO BANK, COO, CFO and Treasurer HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED 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.NATIONAL ASSOCIATION, as Collateral Administrative Agent By: /s/ Xxxxx X. XxXxxxx Name: Xxxxx X. XxXxxxx Title: Vice President HURON CONSULTING GROUP INCSCHEDULE 3.16(e) TO THE CREDIT AGREEMENT PLEDGED EQUITY INTERESTS Pledgor: Name of Subsidiary Number of Shares Certificate Number Percentage Ownership Pledgor: Name of Subsidiary Number of Shares Certificate Number Percentage Ownership [TO BE COMPLETED BY THE BORROWERS] EXHIBIT A Irrevocable Stock Power FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to ________________________ [the following shares of capital stock of] [all of the membership interests in] [_____________________], a [____________] [corporation] [limited liability company]: [No. SECOND AMENDED AND RESTATED PLEDGE AGREEMENT Schedule 1 Pledged Equity Interestsof Shares Certificate No.] and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any part of such capital stock or equity interest and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. [_______________], a [___________________] By: Name: Title:

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 Second Amended and Restated Pledge Security Agreement to be duly executed and delivered as of the date first above written. PLEDGORSOBLIGORS: HURON CONSULTING GROUP THE KEYW HOLDING CORPORATION, a Maryland corporation By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Chief Executive Officer GUARANTORS: THE KEYW CORPORATION, a Maryland corporation By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Chief Executive Officer XXXXXXXXXXXX.XXX, INC., a Delaware Maryland corporation By: /s/ C. Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx Name: C. Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx Title: EVPChief Executive Officer INTEGRATED COMPUTER CONCEPTS, COOINCORPORATED, CFO and Treasurer HURON CONSULTING GROUP HOLDINGS a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Financial Officer THE ANALYSIS GROUP, LLC, a Virginia limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Financial Officer S&H ENTERPRISES OF CENTRAL MARYLAND, INC., a Maryland corporation By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Financial Officer INSIGHT INFORMATION TECHNOLOGY, LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx X. Xxxxxxx Name: C. Xxxx Xxxxxx X. Xxxxxxx Title: EVPChief Financial Officer The KEYW Holding Corporation Security Agreement February 2011 SYCAMORE. US, COO, CFO and Treasurer HURON CONSULTING SERVICES LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON MANAGEMENT SERVICES LLC, formerly known as WELLSPRING MANAGEMENT SERVICES LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON DEMAND LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON TECHNOLOGIES INC., a Delaware Maryland corporation By: /s/ C. Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx Name: C. Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx Title: EVPChief Executive Officer SYCAMORE SERVICES, COO, CFO and Treasurer HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED PLEDGE AGREEMENT LEGALSOURCE LLC., a Delaware limited liability company Maryland corporation By: /s/ C. Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx Name: C. Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx 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 ANALYTICSChief Executive Officer EVEREST TECHNOLOGY SOLUTIONS, INC., a Delaware corporation By: /s/ C. Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Chief Executive Officer [SIGNATURE PAGES FOLLOW] The KEYW Holding Corporation Security Agreement Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxx X. Xxxxxx Name: C. Xxxx X. Xxxxxx Title: EVPVice President The KEYW Holding Corporation Security Agreement SCHEDULE 1 COMMERCIAL TORT CLAIMS None 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 Security Agreement dated as of February 28, COO2011 (as the same may be amended, CFO modified, extended or restated from time to time, the “Agreement”) by and Treasurer XXXXXX HOLDINGSamong the Obligors party thereto (each an “Obligor” and collectively, INC.the “Obligors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Obligor has granted a Delaware corporation continuing security interest in and continuing lien upon the copyrights and copyright applications set forth on Schedule 1 hereto to the Administrative Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Obligor and the Administrative 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, [Obligor] By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO Acknowledged 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 AGENTAccepted: BANK OF AMERICA, N.A., as Collateral Administrative Agent By: /s/ Xxxxx X. XxXxxxx Name: Xxxxx X. XxXxxxx Title: Vice President HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED PLEDGE AGREEMENT 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 Security Agreement dated as of February 28, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Obligors party thereto (each an “Obligor” and collectively, the “Obligors”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Obligor has granted a continuing security interest in and continuing lien upon the patents and patent applications set forth on Schedule 1 Pledged Equity Interestshereto to the Administrative Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Obligor and the Administrative 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, [Obligor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative 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 Security Agreement dated as of February 28, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Agreement”) by and among the Obligors party thereto (each an “Obligor” and collectively, the “Obligors”) and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”) for the holders of the Secured Obligations referenced therein, the undersigned Obligor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications set forth on Schedule 1 hereto to the Administrative Agent for the ratable benefit of the holders of the Secured Obligations. The undersigned Obligor and the Administrative 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, [Obligor] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title

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 Second Amended and Restated Pledge Agreement to be duly executed and delivered as of the date first above written. PLEDGORSOBLIGORS: HURON CONSULTING GROUP BROOKDALE SENIOR LIVING INC., a Delaware corporation By: /s/ C. Xxxx T. Xxxxxx Xxxxx Name: C. Xxxx T. Xxxxxx Xxxxx Title: EVPExecutive Vice President and Secretary BROOKDALE SENIOR LIVING COMMUNITIES, COOINC., CFO 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 Treasurer HURON CONSULTING GROUP HOLDINGS Secretary AHC STERLING HOUSE OF XXXXXXXX, LLC, a Delaware limited liability company By: /s/ C. Xxxx T. Xxxxxx Xxxxx Name: C. Xxxx T. Xxxxxx Xxxxx Title: EVPExecutive Vice President and Secretary ALS NORTH AMERICA, COOINC., CFO a Delaware corporation By: /s/ T. Xxxxxx Xxxxx Name: T. Xxxxxx Xxxxx Title: Executive Vice President and Treasurer HURON CONSULTING SERVICES 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/ C. Xxxx T. Xxxxxx Xxxxx Name: C. Xxxx T. Xxxxxx Xxxxx Title: EVPExecutive Vice President and Secretary AHC RICHLAND HILLS, COO, CFO and Treasurer HURON MANAGEMENT SERVICES LLC, formerly known as WELLSPRING MANAGEMENT SERVICES LLC, a Delaware limited liability company By: /s/ C. Xxxx T. Xxxxxx Xxxxx Name: C. Xxxx T. Xxxxxx Xxxxx Title: EVPExecutive Vice President and Secretary CAROLINA HOUSE OF BLUFFTON, COOLLC, CFO a North Carolina limited liability company By: /s/ T. Xxxxxx Xxxxx Name: T. Xxxxxx Xxxxx Title: Executive Vice President and Treasurer HURON DEMAND 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/ C. Xxxx T. Xxxxxx Xxxxx Name: C. Xxxx T. Xxxxxx Xxxxx Title: EVPExecutive Vice President and Secretary BLC NOVI-GC, COO, CFO and Treasurer HURON TECHNOLOGIES INC., a Delaware corporation 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 LEGALSOURCE LLC, a Delaware limited liability company By: /s/ C. Xxxx T. Xxxxxx Xxxxx Name: C. Xxxx T. Xxxxxx Xxxxx Title: EVPExecutive Vice President and Secretary ARC HDV, COO, CFO and Treasurer HURON INVESTIGATIONS LLC, a Delaware Tennessee limited liability company By: /s/ C. Xxxx T. Xxxxxx Xxxxx Name: C. Xxxx T. Xxxxxx Xxxxx Title: EVP, COO, CFO Executive Vice President and Treasurer SKY ANALYTICS, INC., a Delaware corporation By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO Secretary Accepted 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 INCagreed to as of the date first above written. SECOND AMENDED AND RESTATED PLEDGE AGREEMENT COLLATERAL AGENT: BANK OF AMERICA, N.A., as Collateral Administrative Agent By: /s/ Xxxxx X. XxXxxxx Xxxxx Name: Xxxxx X. XxXxxxx Xxxxx Title: Vice President HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED PLEDGE AGREEMENT Schedule 1 Pledged Equity InterestsPresident

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 Pledge Security Agreement to be duly executed and delivered as of the date first above written. PLEDGORSGRANTORS: HURON CONSULTING GROUP INC., a A Delaware corporation By: /s/ C. Xxxx Xxxxxx Xxxxx X. Xxxxx Name: C. Xxxx Xxxxxx Xxxxx X. Xxxxx Title: EVP, COO, CFO Chief Operating Officer and Treasurer Chief Financial Officer HURON CONSULTING GROUP HOLDINGS LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Xxxxx X. Xxxxx Name: C. Xxxx Xxxxxx Xxxxx X. Xxxxx Title: EVP, COO, CFO Chief Operating Officer and Treasurer Chief Financial Officer HURON CONSULTING SERVICES LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Xxxxx X. Xxxxx Name: C. Xxxx Xxxxxx Xxxxx X. Xxxxx Title: EVP, COO, CFO Chief Operating Officer and Treasurer HURON Chief Financial Officer WELLSPRING MANAGEMENT SERVICES LLC, formerly known as WELLSPRING MANAGEMENT SERVICES XXXXXX & XXXX LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Xxxxx X. Xxxxx Name: C. Xxxx Xxxxxx Xxxxx X. Xxxxx Title: EVP, COO, CFO Chief Operating Officer and Treasurer Chief Financial Officer HURON DEMAND LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Xxxxx X. Xxxxx Name: C. Xxxx Xxxxxx Xxxxx X. Xxxxx Title: EVP, COO, CFO Chief Operating Officer and Treasurer Chief Financial Officer HURON TECHNOLOGIES INC., a Delaware corporation By: /s/ C. Xxxx Xxxxxx Xxxxx X. Xxxxx Name: C. Xxxx Xxxxxx Xxxxx X. Xxxxx Title: EVP, COO, CFO Chief Operating Officer and Treasurer Chief Financial Officer HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED 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 SECURITY AGREEMENT COLLATERAL AGENT: BANK OF AMERICA, N.A., as Collateral Agent By: /s/ Xxxxx X. XxXxxxx Xxxxxx Xxxxxxxx Name: Xxxxx X. XxXxxxx Xxxxxx Xxxxxxxx Title: Assistant Vice President HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED PLEDGE 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 Pledged Equity Interestshereto 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:

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 Second Amended and Restated Pledge Security Agreement to be duly executed and delivered as of the date first above written. PLEDGORSBORROWER: HURON CONSULTING GROUP INCINSIGHT HEALTH SERVICES CORP., a Delaware corporation By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON CONSULTING GROUP HOLDINGS LLC, a Delaware limited liability company GUARANTORS: INSIGHT HEALTH CORP. By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx X. Xxxxx Title: EVPExecutive Vice President, COO, CFO Chief Financial Officer and Treasurer HURON CONSULTING Secretary RADIOLOGY SERVICES LLC, a Delaware limited liability company CORP. By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx X. Xxxxx Title: EVPExecutive Vice President, COOChief Financial Officer and Secretary OPEN MRI, CFO and Treasurer HURON MANAGEMENT SERVICES LLC, formerly known as WELLSPRING MANAGEMENT SERVICES LLC, a Delaware limited liability company INC. By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx X. Xxxxx Title Executive Vice President, Chief Financial Officer and Secretary MAXUM HEALTH CORP. By: Name: Xxxxxx X. Xxxxx Title: EVPExecutive Vice President, COOChief Financial Officer and Secretary RADIOSURGERY CENTERS, CFO and Treasurer HURON DEMAND LLC, a Delaware limited liability company INC. By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx X. Xxxxx Title: EVPExecutive Vice President, COOChief Financial Officer and Secretary [Signatures Continued] MTS ENTERPRISES, CFO and Treasurer HURON TECHNOLOGIES INC., a Delaware corporation . By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx X. Xxxxx Title: EVPExecutive Vice President, COOChief Financial Officer and Secretary QUEST FINANCIAL SERVICES, CFO and Treasurer HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED PLEDGE AGREEMENT LEGALSOURCE LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx X. Xxxxx Title: EVPExecutive Vice President, COO, CFO Chief Financial Officer and Treasurer HURON INVESTIGATIONS LLC, a Delaware limited liability company Secretary MAXUM HEALTH SERVICES CORP. By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx X. Xxxxx Title: EVPExecutive Vice President, COO, CFO Chief Financial Officer and Treasurer SKY ANALYTICSSecretary DIAGNOSTEMPS, INC., a Delaware corporation . By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx X. Xxxxx Title: EVPExecutive Vice President, COOChief Financial Officer and Secretary DIAGNOSTIC SOLUTIONS CORP. By: Name: Xxxxxx X. Xxxxx Title: Executive Vice President, CFO Chief Financial Officer and Treasurer XXXXXX HOLDINGSSecretary MAXUM HEALTH SERVICES OF NORTH TEXAS, INC., a Delaware corporation . By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx X. Xxxxx Title: EVPExecutive Vice President, COOChief Financial Officer and Secretary [Signatures Continued] MAXUM HEALTH SERVICES OF ARLINGTON, CFO and Treasurer THE XXXXXX GROUP, LLC, a Florida limited liability company INC. By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx X. Xxxxx Title: EVPExecutive Vice President, COOChief Financial Officer and Secretary MAXUM HEALTH SERVICES OF DALLAS, CFO and Treasurer HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED PLEDGE AGREEMENT COLLATERAL AGENTBy: BANK OF AMERICAName: 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/ Xxxxx X. XxXxxxx Name: Xxxxx X. XxXxxxx Title: Vice President HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED PLEDGE AGREEMENT Schedule 1 Pledged Equity InterestsSCHEDULE 1(b) INTELLECTUAL PROPERTY

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 Pledge Security Agreement to be duly executed and delivered as of the date first above written. PLEDGORSGRANTORS: HURON CONSULTING GROUP INC., a Delaware corporation By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON CONSULTING GROUP HOLDINGS LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON CONSULTING SERVICES LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON MANAGEMENT SERVICES LLC, formerly known as WELLSPRING MANAGEMENT SERVICES LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON DEMAND LLC, a Delaware limited liability company By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON TECHNOLOGIES INC., a Delaware corporation By: /s/ C. Xxxx Xxxxxx Name: C. Xxxx Xxxxxx Title: EVP, COO, CFO and Treasurer HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED PLEDGE 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 PLEDGE SECURITY AGREEMENT COLLATERAL AGENT: BANK OF AMERICA, N.A., as Collateral Agent By: /s/ Xxxxx X. XxXxxxx Name: Xxxxx X. XxXxxxx Title: Vice President HURON CONSULTING GROUP INC. SECOND AMENDED AND RESTATED PLEDGE SECURITY AGREEMENT SCHEDULE 2 COMMERCIAL TORT CLAIMS Huron Consulting Services LLC v. Prism Healthcare Partners & Xxxxxx Xxxxxxx, Xxxx Xx. 0000 X 0000, Xxxx Xxxxxx, Illinois (the “State Matter”) and Huron Consulting Services LLC v. Prism Healthcare Partners, Case No. 2013 cv 0000, X.X. Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxxxxx of Illinois (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 March 31, 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 Pledged Equity Interestshereto 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 March 31, 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 March 31, 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: