Release of Secured Guarantees. (i) All the Secured Guarantees will be released when all the Release Conditions are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Borrower or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) If all the capital stock of a Guarantor or all the assets of a Guarantor are sold to a Person other than the Borrower or one of its Subsidiaries in a transaction permitted by the Credit Agreement (any such sale, a "Sale of Guarantor"), the Administrative Agent shall release such Guarantor from its Secured Guarantee; provided that, if the Net Cash Proceeds of such sale are required to be applied to repay the Loans pursuant to the Credit Agreement, arrangements reasonably satisfactory to the Administrative Agent have been made to apply the Net Proceeds thereof as required by the Credit Agreement. Such release shall not require the consent of any Secured Party, and the Administrative Agent shall be fully protected in relying on a certificate of the Borrower as to whether any particular sale constitutes a Sale of Guarantor. (iii) In addition to any release permitted by subsection (ii), the Administrative Agent may release any Secured Guarantee with the prior written consent of the Required Lenders; provided that any release of all or substantially all the Secured Guarantees shall require the consent of all the Lenders.
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Sources: Guarantee and Security Agreement (Keystone Marketing Services Inc)
Release of Secured Guarantees. (i) All the Secured Guarantees will be released when all the Release Conditions are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Borrower any Debtor or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time.
(ii) If all the capital stock of a Guarantor Subsidiary Debtor or all the assets of a Guarantor Subsidiary Debtor are sold sold, directly or indirectly, to a Person other than the Borrower Company or one of its Subsidiaries in a transaction permitted not prohibited by the either Credit Agreement (any such sale, a "Sale of GuarantorSALE OF SUBSIDIARY DEBTOR"), the Administrative Collateral Agent shall release such Guarantor Subsidiary Debtor from its Secured Guarantee; provided that, if the Net Cash Proceeds of such sale are required to be applied to repay the Loans pursuant to the is a Reduction Event under either Credit Agreement, arrangements reasonably satisfactory to the Administrative Agent have been made to apply the Net Cash Proceeds thereof as required by the Credit AgreementAgreements. Such release shall not require the consent of any Secured Party, and the Administrative Collateral Agent shall be fully protected in relying on a certificate of the Borrower Debtor as to whether any particular sale constitutes a Sale of GuarantorSubsidiary Debtor and on the Administrative Agent as to whether satisfactory arrangements for applying the Net Cash Proceeds thereof, if needed, have been made.
(iii) In addition to any release permitted by subsection (ii), the Administrative Collateral Agent may release any Secured Guarantee with the prior written consent of the Required Lenders; provided that any release of all or substantially all the Secured Guarantees shall require the consent of all the LendersBanks.
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