Common use of Conditions of Initial Credit Event Clause in Contracts

Conditions of Initial Credit Event. The obligation of the Lender to make any initial Revolving Loans under this Agreement is subject to the satisfaction of the following conditions: (a) The Lender shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date, in the case of expenses only, to the extent invoiced at least three (3) Business Days prior to the date of initial Revolving Loans; (b) The Lender (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Lender: (i) (x) A counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Lender (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, and (y) the Revolving Loan Note and each other Loan Document, duly executed by each party thereto; (ii) A certificate of the Secretary or Assistant Secretary of Borrower, attaching and certifying copies of its bylaws and of the resolutions of its board of directors or other equivalent governing body authorizing the execution, delivery and performance of the Loan Documents and certifying the name, title and true signature of each officer of Borrower executing the Loan Documents; (iii) Certified copies of the articles or certificate of incorporation, of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Borrower; (iv) At least five (5) days prior to the date of this Agreement (or such later date as Lender shall agree to in writing), all documentation and other information required by bank regulatory authorities or reasonably requested by the Lender under or in respect of applicable “know your customer” and anti-money laundering legal requirements including the Patriot Act and, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower; (v) Certificates of insurance, in form and detail acceptable to the Lender, describing the types and amounts of insurance (property and liability) maintained by the Borrower; (vi) Evidence reasonably satisfactory to the Lender demonstrating a Debt to Capital Ratio of no greater than 35%; and (vii) Such other documents, certificates, information or legal opinions as the Lender may reasonably request. (c) Since December 31, 2020, there shall have been no event or occurrence which has had or could reasonably be expected to have a Material Adverse Effect.

Conditions of Initial Credit Event. The obligation With respect to only the initial Credit Event occurring on the Effective Date, the obligations of the Lender Lenders to make any initial Revolving Loans under this Agreement is subject and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the satisfaction date on which each of the following conditions:conditions is satisfied (or waived in accordance with Section 9.02): (a) The Lender Administrative Agent's receipt of the following, each of which shall have received payment of all feesbe originals or telecopies (followed promptly by originals) unless otherwise specified, expenses and other amounts due and payable on or prior to each dated the Closing DateEffective Date (or, in the case of expenses onlycertificates of governmental officials, to a recent date before the extent invoiced at least three (3Effective Date) Business Days prior to the date of initial Revolving Loans; (b) The Lender (or its counsel) shall have received the following, and each to be in form and substance satisfactory to the LenderAdministrative Agent and each of the Lenders: (i) from each party hereto either (xA) A a counterpart of this Agreement signed by or on behalf of each such party hereto or (B) written evidence satisfactory to the Lender Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, and (y) the Revolving Loan Note and each other Loan Document, duly executed by each party thereto; (ii) A a note in the form of Exhibit D executed by the Borrowers in favor of each Lender requesting a note; (iii) a solvency certificate, from the chief financial officer or treasurer of each of the Borrowers and in form and substance reasonably satisfactory to the Initial Lenders, together with such other evidence reasonably requested by the Initial Lenders, confirming the solvency of such Borrower and its subsidiaries after giving effect to the transactions contemplated hereby; (iv) a favorable written opinion of Alston & Bird LLP, counsel for Parent, Denny's Holdings and txx Xxxrowers, substantially as set forth in Exhibit H, (A) dated the Effective Date, (B) addressed to the Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Initial Lenders shall reasonably request, including that consummation of the transactions contemplated hereby shall not (1) violate any applicable law, statute, consent decree, rule or regulation or (2) conflict with, or result in a default or event of default under, any material agreement of Parent or any of its Subsidiaries, and Parent and the Borrowers hereby request such counsel to deliver such opinions; (v) favorable written opinions from local counsel in California, Florida, Illinois, Michigan, Ohio, Pennsylvania and Texas satisfactory to the Initial Lenders to the effect that the Mortgages to be filed in such states are sufficient to perfect the liens purported to be created by such Mortgages and the Borrowers hereby request such counsel to deliver such opinions; (vi) a favorable written opinion of local counsel in California satisfactory to the Initial Lenders covering such other matters relating to the Loan Documents and the Transactions as the Initial Lenders shall reasonably request and the Borrowers hereby request such counsel to deliver such opinion; (vii) a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Initial Lenders; (A) a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (B) a certificate of the Secretary or Assistant Secretary of Borrower, attaching each Loan Party substantially as set forth in Exhibit I dated the Effective Date and certifying copies (1) that attached thereto is a true and complete copy of its bylaws the by-laws of such Loan Party as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (2) below, (2) that attached thereto is a true and complete copy of its board resolutions duly adopted by the Board of directors or other equivalent governing body Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrowers, the borrowings hereunder, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect, (3) that the namecertificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (A) above, title and true (4) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of Borrower such Loan Party; (C) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the Loan Documentscertificate pursuant to (B) above; and (D) such other documents as the Lenders, the Issuing Bank or Cravath, Swaine & Moore LLP, counsel for the Administrative Agent, may reasonabxx xxquest; (iiiix) Certified copies a certificate, dated the Effective Date and signed by a Financial Officer of Parent, confirming compliance with the articles conditions precedent set forth in paragraphs (b) and (c) of Section 4.01; (x) a completed Perfection Certificate dated the Effective Date and signed by an executive officer or certificate of incorporation, Financial Officer of the Borrower, together with certificates all attachments contemplated thereby, including the results of good standing or existence, as may be available from the Secretary of State a search of the jurisdiction of organization Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the Borrower; (iv) At least five (5) days prior to the date of this Agreement financing statements (or similar documents) disclosed by such later date as Lender shall agree to in writing), all documentation search and other information required by bank regulatory authorities or reasonably requested by the Lender under or in respect of applicable “know your customer” and anti-money laundering legal requirements including the Patriot Act and, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower; (v) Certificates of insurance, in form and detail acceptable to the Lender, describing the types and amounts of insurance (property and liability) maintained by the Borrower; (vi) Evidence evidence reasonably satisfactory to the Lender demonstrating a Debt to Capital Ratio of no greater than 35%Initial Lenders that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released; and (viixi) Such other documents, certificates, information or legal opinions as a Borrowing Request signed by the Lender may reasonably requestapplicable Borrower pursuant to Section 2.03(b). (cb) Since December 31, 2020, there There shall have been no event or occurrence which circumstance since December 31, 2003 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (i) The Collateral and Guarantee Requirement shall have been satisfied, (ii) all filing and recording fees and taxes shall have been duly paid, (iii) the Borrowers shall have delivered, and caused each Loan Party to deliver, to the Collateral Agent all certificates representing Equity Interests required to be pledged pursuant to the Collateral and Guarantee Requirement (other than the Equity Interests in La Mirada Enterprises No. 1, Inc.) and (iv) the Collateral Agent, for the ratable benefit of the Lenders, shall have a fully perfected first priority Lien on, and security interest in, the Collateral. (d) All requisite Governmental Authorities and third parties shall have approved or consented to the transactions contemplated hereby to the extent required or deemed advisable by the Initial Lenders and their counsel (and such approvals shall be in full force and effect). (e) There shall be no action, suit, investigation or proceeding, actual or, to the knowledge of Parent, Denny's Holdings, the Borrowers or any of the Subsidiaries, threatened, in any court or before any arbitrator or Governmental Authority that, individually or in the aggregate, (i) has a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the transactions contemplated hereby or (ii) could reasonably be expected to have result in a Material Adverse Effect. (f) All Loans and Letters of Credit shall be in full compliance with the provisions of the Regulations of the Board, including Regulation U or Regulation X. (g) After giving effect to the consummation of the Transactions and the other transactions contemplated hereby, Parent and the Subsidiaries shall have no outstanding Indebtedness or preferred stock other than (i) the loans and other extensions of credit under this Agreement, (ii) the 11-1/4% Senior Notes, (iii) the 12-3/4% Senior Notes, provided that the Administrative Agent shall have received evidence satisfactory to it of the effectiveness of the amendment of the 12-3/4% Senior Notes Indenture as described in the 12-3/4% Senior Notes Tender or the discharge or defeasance and the associated call for redemption or repurchase pursuant to Sections 9.1 or 9.5(b) of the 12-3/4% Senior Notes Indenture, as the case may be, (iv) the Indebtedness under the Second Lien Facility Documents, (v) other Indebtedness permitted under Section 6.01, which is set forth in Schedule 6.01 and (vi) the shares of Series A Junior Preferred stock of Simeus Holdings, Inc. held by Denny's Holdings. The amounts, terms xxx xonditions of all Indebtedness, including intercompany Indebtedness and Capital Lease Obligations, to remain outstanding after the Effective Date (including terms and conditions relating to the interest rate, fees, amortization, maturity, prepayment requirements, mandatory call or redemption features, sinking funds, security, subordination (if any), covenants, events of default and remedies) shall be satisfactory in all respects to the Initial Lenders. (h) The Initial Lenders shall be satisfied as to the amount and nature of all material actual or contingent liabilities (including but not limited to environmental and employee health and safety exposures to which Parent and the Subsidiaries may be subject), after giving effect to the transactions contemplated hereby and with the plans of the Borrowers with respect thereto, and, to the extent requested by the Initial Lenders, the Lenders shall have received environmental assessments satisfactory to the Initial Lenders from an environmental consulting firm satisfactory to the Initial Lenders with respect to any Mortgaged Properties acquired since December 16, 2002. (i) The Initial Lenders shall be satisfied that (i) each of Parent, the Borrowers and the Subsidiaries will be able to meet its obligations under all employee and retiree welfare plans, (ii) the defined contribution and defined benefit plans of Parent, Denny's Holdings, the Borrowers and their ERISA Affiliates are, in all material respects, funded in accordance with the minimum statutory requirements, (iii) no "reportable event" (as defined in ERISA, but excluding events for which reporting has been waived) has occurred as to any such employee benefit plan and (iv) no termination of, or withdrawal from, any such employee benefit plan has occurred or is contemplated that could reasonably be expected to result in a material liability. (j) The Administrative Agent and the Initial Lenders shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document (including the fees and expenses of Cravath, Swaine & Moore LLP as sole outside counsel for the Initial Lenders and local counsel for the Initial Lenders) to the Administrative Agent or the applicable Initial Lender, as the case may be. (k) Substantially simultaneously with or prior to the initial Credit Event (i) the principal of and interest on all loans outstanding under, and all other amounts due with respect to, the Existing Credit Agreement shall have been repaid in full, (ii) all commitments to lend under the Existing Credit Agreement shall have been permanently terminated, (iii) all obligations under or relating to the Existing Credit Agreement and all security interests related thereto shall have been discharged and (iv) the Administrative Agent shall have received satisfactory evidence of such repayment, termination and discharge. (l) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders, to the Issuing Bank and to Cravath, Swaine & Moore LLP, counsel for the Administrative Agent. Without limiting xxx generality of the provisions of Section 8.04, for purposes of determining compliance with the conditions specified in this Article IV, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Credit Event. The obligation of the Lender to make any initial Revolving Loans under this Agreement is subject to the satisfaction of the following conditions: (a) The Lender shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date, in the case of expenses only, to the extent invoiced at least three (3) Business Days prior to the date of initial Revolving Loans; (b) The Lender (or its counsel) shall have received the following, each to be in form and substance satisfactory to the Lender: (i) (x) A counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Lender (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, and (y) the Revolving Loan Note and each other Loan Document, duly executed by each party thereto; (ii) A certificate of the Secretary or Assistant Secretary of BorrowerXxxxxxxx, attaching and certifying copies of its bylaws and of the resolutions of its board of directors or other equivalent governing body authorizing the execution, delivery and performance of the Loan Documents and certifying the name, title and true signature of each officer of Borrower executing the Loan Documents; (iii) Certified copies of the articles or certificate of incorporation, of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the Borrower; (iv) At least five (5) days prior to the date of this Agreement (or such later date as Lender shall agree to in writing), all documentation and other information required by bank regulatory authorities or reasonably requested by the Lender under or in respect of applicable “know your customer” and anti-money laundering legal requirements including the Patriot Act and, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower; (v) Certificates of insurance, in form and detail acceptable to the Lender, describing the types and amounts of insurance (property and liability) maintained by the Borrower; (vi) Evidence reasonably satisfactory to the Lender demonstrating a Debt to Capital Ratio of no greater than 35%; and (vii) Such other documents, certificates, information or legal opinions as the Lender may reasonably request. (c) Since December 31, 2020, there shall have been no event or occurrence which has had or could reasonably be expected to have a Material Adverse Effect.