Authorization of Guaranty Agreement. The execution and delivery by Guarantor of this Guaranty Agreement and the performance by Guarantor of its obligations under this Guaranty Agreement have been duly authorized by all necessary action on the part of Guarantor.

Guaranty. If the obligation of any Guarantor under the guaranty contained in the Guaranty and Security Agreement is # limited by operation of law in any material respect, # limited by such Guarantor or # terminated by operation of law or by such Guarantor (in each case, other than in accordance with the terms of this Agreement or the Guaranty and Security Agreement) or if any Guarantor repudiates or revokes or purports to repudiate or revoke any such guaranty;

Guaranty. The ​ hereby absolutely and unconditionally guarantees to the Administrative Agent, for the benefit of the Administrative Agent and the ​, as a guaranty of payment and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise of any and all Obligations (as defined in that certain Amended and Restated Revolving Credit Agreement, dated as of November 26, 2018, among the ​, the Designated Borrower, the ​ from time to time party thereto, [[Administrative Agent:Organization]], as Administrative Agent, L/C Issuer and Swing Line Lender, and the other L/C Issuers party thereto (the “Credit Agreement”)) of ​ SA (the “​ SA Obligations”). All capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Credit Agreement. The Administrative Agent’s and ​’ books and records showing the amount of the ​ SA Obligations shall be admissible in evidence in any action or proceeding, and, absent demonstrable error, shall be prima facie evidence for the purpose of establishing the amount of the ​ SA Obligations. To the extent permitted by law, this Amended and Restated Continuing Guaranty (the “Guaranty”) shall not be affected by the validity, regularity or enforceability of the ​ SA Obligations against the Designated Borrower or any instrument or agreement evidencing any ​ SA Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the ​ SA Obligations which might otherwise constitute a defense to the obligations of the ​ under this Guaranty (other than a defense of payment or performance), and, to the extent permitted by law, the ​ hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (other than a defense of payment or performance).

Guaranty. A Guaranty, dated as of the Closing Date, duly executed by each Guarantor;

Guaranty. If requested by [[Organization C:Organization]] at any time, [[Organization B:Organization]] agrees to obtain and deliver to [[Organization C:Organization]] one or more Guaranty Agreement executed by any of the shareholders, partners, members, managers and/or principals of [[Organization B:Organization]] and/or other Persons required by [[Organization C:Organization]] in consideration of [[Organization C:Organization]] executing this Agreement and/or to induce [[Organization C:Organization]] to consider purchasing Participation Interests.

Guaranty. To secure the prompt and full payment when due of the Indebtedness, Borrowers shall cause the Guarantor to execute and deliver to the Bank at Closing its Guaranty Agreement under which Guarantor shall absolutely and unconditionally guaranty the prompt repayment of the Indebtedness.

Guaranty. Borrowers shall have caused the Guarantor to deliver the Guaranty Agreement to the Bank, appropriately executed.

Guaranty. The Guaranty executed by each Guarantor;

Authorization of Agreement. Each of Purchaser and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party, and subject to, in the case of the consummation of the Merger by Merger Sub, adoption of this Agreement by the consent of the sole stockholder of Merger Sub, to perform its obligations hereunder and thereunder and to consummate the Transaction. The execution, delivery and performance by each of Purchaser and Merger Sub of the Transaction Agreements to which it is a party and the consummation of the Transaction has been duly authorized by the requisite corporate action on the part of Purchaser and Merger Sub. Each of the Transaction Agreements to which it is a party has been or will be at or prior to the Closing, duly and validly executed and delivered by Purchaser and Merger Sub and (assuming the due authorization, execution and delivery by the other parties thereto) each of the Transaction Agreements, when so executed and delivered, will constitute, the legal, valid and binding obligations of Purchaser and Merger Sub, enforceable against each in accordance with its terms, subject to applicable Equitable Principles.

Guaranty Termination. Written revocation or termination of any Guaranty, other than as a result of a Guarantor ceasing its existence in connection with a transaction permitted by [Section 8.19];