Common use of Joint and Several Obligations of Obligors Clause in Contracts

Joint and Several Obligations of Obligors. (a) Each of the Obligors is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Secured Party under the Loan Agreement, for the mutual benefit, directly and indirectly, of each of the Obligors and in consideration of the undertakings of each of the Obligors to accept joint and several liability for the obligations of each of them. (b) Each of the Obligors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Obligors with respect to the payment and performance of all of the Credit Party Obligations, it being the intention of the parties hereto that all the Credit Party Obligations shall be the joint and several obligations of each of the Obligors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents, to the extent the obligations of an Obligor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Obligor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code). IN WITNESS WHEREOF, intending to be legally bound, each Obligor has caused this Agreement to be duly executed as of the date first above written. PREMIER, INC., a Delaware corporation By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer PREMIER PURCHASING PARTNERS, L.P., a California limited partnership By: Premier Plans, LLC General Partner By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Operating Officer a Delaware limited liability company By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer a Delaware limited liability company By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer a California corporation By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer a Delaware corporation By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer a Delaware limited liability company By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer a Florida limited liability company By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary a Florida limited liability company By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary a Florida limited liability company By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary a Florida limited liability company By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary a Florida limited liability company By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice-President None. Premier, Inc. Premier Inc. of Delaware [United States Copyright Office][Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that (a) pursuant to the Security Agreement dated as of December [ ], 2011 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Security Agreement”), by and among the Obligors party thereto (each an “Obligor” and collectively, the “Obligors”) and Xxxxx Fargo Bank, National Association (the “Secured Party”), the undersigned Obligor has granted a continuing security interest in and continuing lien upon [the copyrights, copyright licenses and copyright applications] shown on Schedule 1 attached hereto (the “Copyrights”) to the Secured Party and (b) the undersigned hereby grants to the Secured Party, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the Copyrights. The Obligors and the Secured Party hereby acknowledge and agree that the security interest in the Copyrights (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. Very truly yours, [OBLIGOR] By: Name: Title: Acknowledged and Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Secured Party By: Name: Title:

Joint and Several Obligations of Obligors. (a) Each of the Obligors (other than the SN Note Obligors with respect to the Note Obligations) is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Secured Party Parties under the Loan AgreementCredit Agreement and the Senior Secured Notes, for the mutual benefit, directly and indirectly, of each of the Obligors and in consideration of the undertakings of each of the Obligors (other than the SN Note Obligors with respect to the Note Obligations) to accept joint and several liability for the obligations of each of them. (b) Each of the Obligors (other than the SN Note Obligors with respect to the Note Obligations) jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Obligors (other than the SN Note Obligors with respect to the Note Obligations) with respect to the payment and performance of all of the Secured Obligations (other than the SN Note Obligors with respect to the Note Obligations) arising under this Security Agreement and the other Secured Credit Party ObligationsDocuments, it being the intention of the parties hereto that all the Credit Party Secured Obligations shall be the joint and several obligations of each of the Obligors (other than the SN Note Obligors with respect to the Note Obligations) without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, herein or in any other of the Loan Secured Credit Documents, to the extent the obligations of an Obligor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Obligor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code). IN WITNESS WHEREOF, intending to be legally bound, each Obligor has caused this Agreement to be duly executed as of the date first above written. PREMIER, INC., a Delaware corporation By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer PREMIER PURCHASING PARTNERS, L.P., a California limited partnership By: Premier Plans, LLC General Partner By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Operating Officer a Delaware limited liability company By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer a Delaware limited liability company By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer a California corporation By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer a Delaware corporation By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer a Delaware limited liability company By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer a Florida limited liability company By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary a Florida limited liability company By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary a Florida limited liability company By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary a Florida limited liability company By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary a Florida limited liability company By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice-President None. Premier, Inc. Premier Inc. of Delaware [United States Copyright Office][Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that (a) pursuant to the Security Agreement dated as of December [ ], 2011 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Security Agreement”), by and among the Obligors party thereto (each an “Obligor” and collectively, the “Obligors”) and Xxxxx Fargo Bank, National Association (the “Secured Party”), the undersigned Obligor has granted a continuing security interest in and continuing lien upon [the copyrights, copyright licenses and copyright applications] shown on Schedule 1 attached hereto (the “Copyrights”) to the Secured Party and (b) the undersigned hereby grants to the Secured Party, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the Copyrights. The Obligors and the Secured Party hereby acknowledge and agree that the security interest in the Copyrights (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. Very truly yours, [OBLIGOR] By: Name: Title: Acknowledged and Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Secured Party By: Name: Title:

Joint and Several Obligations of Obligors. (a) Each of the Obligors is accepting joint and several liability hereunder in consideration of the financial accommodations accommodation to be provided by the Secured Party under the Loan AgreementParties, for the mutual benefit, directly and indirectly, of each of the Obligors and in consideration of the undertakings of each of the Obligors to accept joint and several liability for the obligations of each of them. (b) Each of the Obligors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Obligors with respect to the payment and performance of all of the Credit Party Secured Obligations arising under this Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Credit Party Secured Obligations shall be the joint and several obligations of each of the Obligors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents, Documents or in any other documents relating to the extent Secured Obligations, the obligations of an Obligor each Guarantor under the Credit Agreement, the other Loan Documents and the documents relating to the Secured Obligations shall be adjudicated limited to be invalid an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or unenforceable for any reason (including, without limitation, because comparable provisions of any applicable state or federal law relating to fraudulent conveyances or transfers) then law. Each of the obligations of such Obligor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code). IN WITNESS WHEREOF, intending to be legally bound, each Obligor parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. PREMIEROBLIGORS: FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, a Georgia limited liability company By: Name: Title: FLEETCOR TECHNOLOGIES, INC., a Delaware corporation By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer PREMIER PURCHASING PARTNERS, L.P.CFN HOLDING CO., a California limited partnership Delaware corporation By: Premier PlansName: Title: CLC GROUP, LLC General Partner INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Operating Officer CORPORATE LODGING CONSULTANTS, INC., a Kansas corporation By: Name: Title: CREW TRANSPORTATION SPECIALISTS, INC., a Kansas corporation By: Name: Title: MANNATEC, INC., a Georgia corporation By: Name: Title: FLEETCOR FUEL CARDS LLC, a Delaware limited liability company By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer FLEET MANAGEMENT HOLDING CORPORATION, a Delaware corporation By: Name: Title: DISCRETE WIRELESS, INC. (d/b/a NexTraq) a Georgia corporation By: Name: Title: PACIFIC PRIDE SERVICES, LLC, a Delaware limited liability company By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer a California corporation By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer a Delaware corporation By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer FCHC HOLDING COMPANY LLC, a Delaware limited liability company By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer COMDATA, INC., a Florida limited liability company Delaware corporation By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary COMDATA TN, INC., a Florida limited liability company Tennessee corporation By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary COMDATA NETWORK INC. OF CALIFORNIA, a Florida limited liability company California corporation By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary a Florida limited liability company Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following shares of capital stock of , a Florida limited liability company corporation: and irrevocably appoints its agent and attorney-in-fact to transfer all or any part of such capital stock 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. [HOLDER] By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice-President None. Premier, Inc. Premier Inc. of Delaware [United States Copyright Office][Canadian Intellectual Property Office] Office Ladies and Gentlemen: Please be advised that (a) pursuant to the Security and Pledge Agreement dated as of December [ ], 2011 2014 (as the same may be amended, modified, extended, restated, replaced, extended or supplemented restated from time to time, the “Security Agreement”), ) by and among the Obligors party thereto (each an “Obligor” and collectively, the “Obligors”) and Xxxxx Fargo BankBank of America, National Association N.A., as administrative agent (the “Administrative Agent”) for the Secured Party”)Parties referenced therein, the undersigned Obligor has granted a continuing security interest in and continuing lien upon [the copyrights, copyright licenses and copyright applications] shown on Schedule 1 attached hereto (the “Copyrights”) to the Secured Party and (b) the undersigned hereby grants to the Secured Party, a continuing security interest in, and a right to set off against, any against the copyrights and all right, title and interest of such Obligor in and copyright applications shown on Schedule 1 to the CopyrightsAdministrative Agent for the ratable benefit of the Secured Parties. [signature pages follow] The Obligors undersigned Obligor and the Administrative Agent, on behalf of the Secured Party Parties, hereby acknowledge and agree that the security interest in the Copyrights 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 Copyrightcopyright or copyright application. Very truly yours, [OBLIGORObligor] By: Name: Title: Acknowledged and Accepted: XXXXX FARGO BANKBANK OF AMERICA, NATIONAL ASSOCIATIONN.A., as Secured Party Administrative Agent By: Name: Title:: United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Security and Pledge Agreement dated as of [ ], 2014 (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 Secured Parties referenced therein, the undersigned Obligor has granted a continuing security interest in and a right to set off against the patents and patent applications shown on Schedule 1 to the Administrative Agent for the ratable benefit of the Secured Parties. [signature pages follow] The undersigned Obligor 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 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: United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Security and Pledge Agreement dated as of [ ], 2014 (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 Secured Parties referenced therein, the undersigned Obligor 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 Obligor 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 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: THIS GUARANTY AGREEMENT dated as of [ ], 2014(as amended, modified, restated or supplemented from time to time, this “Agreement”) is by and among the parties identified as “Guarantors” on the signature pages hereto and such other parties as may become Guarantors hereunder after the date hereof (individually each a “Guarantor”, and collectively the “Guarantors”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Obligations.

Joint and Several Obligations of Obligors. (a) Each of the Obligors is accepting joint and several liability hereunder in consideration of the financial accommodations accommodation to be provided by the holders of the Secured Party under the Loan AgreementObligations, for the mutual benefit, directly and indirectly, of each of the Obligors and in consideration of the undertakings of each of the Obligors to accept joint and several liability for the obligations of each of them. (b) Each of the Obligors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Obligors with respect to the payment and performance of all of the Credit Party Secured Obligations arising under this Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Credit Party Secured Obligations shall be the joint and several obligations of each of the Obligors without preferences or distinction among them. (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents, Documents or in any other documents relating to the extent Secured Obligations, the obligations of an Obligor each Guarantor under the Credit Agreement, the other Loan Documents and the documents relating to the Secured Obligations shall be adjudicated limited to be invalid an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or unenforceable for any reason (including, without limitation, because comparable provisions of any applicable state or federal law relating to fraudulent conveyances or transfers) then law. Each of the obligations of such Obligor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code). IN WITNESS WHEREOF, intending to be legally bound, each Obligor parties hereto has caused a counterpart of this Security and Pledge Agreement to be duly executed and delivered as of the date first above written. PREMIEROBLIGORS: ORBITAL ATK, INC., a Delaware corporation By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer PREMIER PURCHASING PARTNERS, L.P., a California limited partnership By: Premier Plans, LLC General Partner By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Operating Officer a Delaware limited liability company By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer a Delaware limited liability company By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer a California corporation By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer a Delaware corporation By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer a Delaware limited liability company By: /s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Treasurer a Florida limited liability company By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary a Florida limited liability company By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary a Florida limited liability company By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary a Florida limited liability company By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary a Florida limited liability company By: /s/ Xxxx-Xxxxx Forest Name: Xxxx-Xxxxx Forest Title: Secretary XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice-Vice President None. Premier, Inc. Premier Inc. of Delaware [United States Copyright Office][Canadian Intellectual Property Office] Ladies and Gentlemen: Please be advised that (a) pursuant to the Security Agreement dated as of December [ ], 2011 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Security Agreement”), by and among the Obligors party thereto (each an “Obligor” and collectively, the “Obligors”) and Xxxxx Fargo Bank, National Association (the “Secured Party”), the undersigned Obligor has granted a continuing security interest in and continuing lien upon [the copyrights, copyright licenses and copyright applications] shown on Schedule 1 attached hereto (the “Copyrights”) to the Secured Party and (b) the undersigned hereby grants to the Secured PartyTreasurer ORBITAL SCIENCES CORPORATION, a continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the Copyrights. The Obligors and the Secured Party hereby acknowledge and agree that the security interest in the Copyrights (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. Very truly yours, [OBLIGOR] Delaware corporation By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Acknowledged Vice President and AcceptedTreasurer ALLIANT TECHSYTEMS OPERATIONS LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President and Treasurer ATK SPACE SYSTEMS INC., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President and Treasurer ATK LAUNCH SYSTEMS INC., A Delaware corporation By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President and Treasurer XXXXX FARGO BANK, NATIONAL ASSOCIATION, ASSOCIATION as Secured Party Administrative Agent By: /s/ Xxxxx Santa Xxxx Name: Xxxxx Santa Xxxx Title: Managing Director FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following Equity Interests of , a [corporation][limited liability company]: