Loans, the Reimbursement Obligations
and the other Secured Obligations under the Loan Documents (other than Secured
Obligations under or in respect of Bank Product Agreements and unasserted
contingent indemnification obligations) shall have been paid in full, the
Commitments under the Facilities have been terminated and no Letters of Credit
shall be outstanding, the Collateral shall be released from the Liens created
hereby, and this Agreement and all obligations (other than those expressly
stated to survive such termination) of the Administrative Agent and each Grantor
hereunder shall terminate, all without delivery of any instrument or performance
of any act by any party, and all rights to the Collateral shall revert to the
Grantors.
At the request and sole expense of any Grantor following any such
termination, the Administrative Agent shall deliver to such Grantor any
Collateral held by the Administrative Agent hereunder, and execute and deliver
to such Grantor such documents as such Grantor shall reasonably request to
evidence such termination.
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(B)
IF ANY OF THE COLLATERAL SHALL BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF BY ANY GRANTOR IN A TRANSACTION PERMITTED BY THE CREDIT AGREEMENT,
THEN THE ADMINISTRATIVE AGENT, AT THE REQUEST AND SOLE EXPENSE OF SUCH GRANTOR,
SHALL EXECUTE AND DELIVER TO SUCH GRANTOR ALL RELEASES OR OTHER DOCUMENTS
REASONABLY NECESSARY OR DESIRABLE FOR THE RELEASE OF THE LIENS CREATED HEREBY ON
SUCH COLLATERAL.
AT THE REQUEST AND SOLE EXPENSE OF THE BORROWER, A SUBSIDIARY
GUARANTOR SHALL BE RELEASED FROM ITS OBLIGATIONS HEREUNDER IN THE EVENT THAT ALL
THE CAPITAL STOCK OF SUCH SUBSIDIARY GUARANTOR SHALL BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN A TRANSACTION PERMITTED BY THE CREDIT AGREEMENT;
PROVIDED THAT THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT AND
THE ADMINISTRATIVE AGENT, AT LEAST FIVE BUSINESS DAYS PRIOR TO THE DATE OF THE
PROPOSED RELEASE, A WRITTEN REQUEST FOR RELEASE IDENTIFYING THE RELEVANT
SUBSIDIARY GUARANTOR AND THE TERMS OF THE SALE OR OTHER DISPOSITION IN
REASONABLE DETAIL, INCLUDING THE PRICE THEREOF AND ANY EXPENSES IN CONNECTION
THEREWITH, TOGETHER WITH A CERTIFICATION BY THE BORROWER STATING THAT SUCH
TRANSACTION IS IN COMPLIANCE WITH THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
10.17.WAIVER OF JURY TRIAL.
EACH GRANTOR AND, BY ACCEPTANCE OF THE BENEFITS
HEREOF, THE ADMINISTRATIVE AGENT AND EACH SECURED PARTY, HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
10.18.Bank Product Providers. By accepting the applicable benefits of the Loan
Documents, each Bank Product Provider shall be deemed to have agreed to, and be
bound by, all of the applicable provisions thereof.
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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and
Collateral Agreement to be duly executed and delivered as of the date first
above written.
EINSTEIN NOAH RESTAURANT GROUP, INC.
(formerly known as NEW WORLD
RESTAURANT GROUP, INC.)
By:
/s/ Paul J.B. Murphy, III
Name: Paul J.B. Murphy, III
Title: President and Chief Executive Officer
MANHATTAN BAGEL COMPANY,