EXECUTION VERSION FOURTH AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT dated as of August 26, 2021, among DENNY’S, INC., DENNY’S REALTY, LLC, DENNY’S CORPORATION, DFO, LLC, the other Subsidiaries of Parent from time to time party hereto, and...
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EXECUTION VERSION FOURTH AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT dated as of August 26, 2021, among DENNY’S, INC., XXXXX’X REALTY, LLC, XXXXX’X CORPORATION, DFO, LLC, the other Subsidiaries of Parent from time to time party hereto, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
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Schedules Schedule I Subsidiary Loan Parties Schedule II Pledged Equity Securities; Pledged Debt Securities Schedule III Intellectual Property Schedule IV Insurance Requirements Exhibits Exhibit I Form of Supplement to the Guarantee and Collateral Agreement Exhibit II Form of Perfection Certificate
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FOURTH AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT FOURTH AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT dated as of August 26, 2021 (this “Agreement”), by and among Denny’s, Inc., a Florida corporation (the “Borrower”), Xxxxx’x Corporation, a Delaware corporation (“Parent”), DFO, LLC, a Delaware limited liability company (“DFO”), Xxxxx’x Realty, LLC, a Delaware limited liability company (“Denny’s Realty”), each other Subsidiary of Parent from time to time party hereto and Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”), as administrative agent and collateral agent (in such capacities under any of the Loan Documents (as defined in the Credit Agreement referred to below), the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below). WHEREAS, the Borrower, Parent, certain subsidiaries of the Parent party thereto, the lenders from time to time party thereto and Xxxxx Fargo, as Administrative Agent are parties to that certain Third Amended and Restated Credit Agreement dated as of October 26, 2017 (as amended prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the lenders thereto have, subject to the terms and conditions set forth therein, made loans and otherwise extended credit to Borrower; WHEREAS, the Borrower, Parent, certain subsidiaries of the Parent party thereto and the Administrative Agent entered into that certain Third Amended and Restated Guarantee and Collateral Agreement, dated as of October 26, 2017 (as amended prior to the date hereof, the “Existing Guarantee and Collateral Agreement”); WHEREAS, as of the date hereof, the Existing Credit Agreement is being amended and restated in its entirety pursuant to the terms and conditions set forth in the Fourth Amended and Restated Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Borrower, Parent, DFO, Denny’s Realty, the lenders from time to time party thereto (the “Lenders”), and the Administrative Agent; WHEREAS, the obligations of the Lenders, the Administrative Agent and the L/C Issuer to enter into the Credit Agreement and to extend credit to the Borrower thereunder are conditioned upon, among other things, the Borrower, Parent, DFO, Denny’s Realty and the Administrative Agent entering into a Fourth Amended and Restated Guarantee and Collateral Agreement in the form of this Agreement and the execution and delivery of this Agreement by the parties hereto; WHEREAS, Parent, DFO and Denny’s Realty are affiliates of the Borrower and will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders, the Administrative Agent and the L/C Issuer to extend such credit; and WHEREAS, each Grantor wishes to (a) grant a security interest in all of its “Article 9 Collateral” (as defined herein) in favor of the Administrative Agent, as collateral agent, for the benefit of the “Secured Parties” (as defined herein), (b) pledge and assign, and grant a security interest in, all of its “Pledged Collateral” (as defined herein) to the Administrative Agent, as collateral agent, for the benefit of the Secured Parties and (c) guarantee to the Administrative Agent, as collateral agent, for the benefit of the Secured Parties, the payment and performance of the “Obligations” (as defined herein), in each case, as herein provided. NOW THEREFORE, in consideration of the mutual covenants and agreement herein contained, the parties hereto covenant and agree as follows:
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2 ARTICLE I DEFINITIONS Section 1.01 Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC. (b) The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement. Section 1.02 Other Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: “Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account. “Administrative Agent” has the meaning assigned to such term in the preamble of this Agreement. “Article 9 Collateral” has the meaning assigned to such term in Section 4.01. “Borrower” has the meaning assigned to such term in the preamble of this Agreement. “Claiming Guarantor” has the meaning assigned to such term in Section 6.02. “Collateral” means Article 9 Collateral and Pledged Collateral. “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.). “Contributing Guarantor” has the meaning assigned to such term in Section 6.02. “Copyright License” means any written agreement, now or hereafter in effect, granting any right to any third party under any copyright now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of any Grantor under any such agreement. “Copyrights” means all of the following now owned or hereafter acquired by any Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise; and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including those listed on Schedule III. “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement. “Deposit Account Bank” has the meaning assigned to such term in Section 4.04(b). “Equity Interests” means with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase
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3 or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination. “Excluded Swap Obligation” means, with respect to any Subsidiary Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the liability of such Subsidiary Loan Party for or the guarantee of such Subsidiary Loan Party of, or the grant by such Subsidiary Loan Party of a security interest to secure, such Swap Obligation (or any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Subsidiary Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the liability for or the guarantee of such Subsidiary Loan Party or the grant of such security interest becomes effective with respect to such Swap Obligation (such determination being made after giving effect to any applicable keepwell, support or other agreement for the benefit of the applicable Subsidiary Loan Party, including under the keepwell provisions in this Agreement in Section 2.07). If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal for the reasons identified in the immediately preceding sentence of this definition. “Federal Securities Laws” has the meaning assigned to such term in Section 5.04. “General Intangibles” means all “general intangibles” as defined in the New York UCC, including payment intangibles, all choses in action and causes of action and all other intangible personal property of any Grantor of every kind and nature (other than Accounts) now owned or hereafter acquired by any Grantor, including corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Contracts, franchise agreements and other agreements) and rights to payment, Intellectual Property, software, goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Grantor to secure payment by an Account Debtor of any of the Accounts. “Grantors” means Parent, the Borrower and the Subsidiary Loan Parties. “Guarantors” means Parent, the Borrower and the Subsidiary Loan Parties. “Intellectual Property” means all intellectual and similar property of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, domain names, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing. “Investment Property” means a security, whether certificated or uncertificated, security entitlement, securities account, financial asset, commodity contract or commodity account.
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4 “License” means any Patent License, Trademark License, Copyright License or other license or sublicense agreement to which any Grantor is a party, other than those license or sublicense agreements (a) in existence on the date hereof and (b) entered into after the date hereof, in each case that by their terms prohibit a grant of a security interest by such Grantor as licensee thereunder; provided that (i) in the case of clause (b), such Grantor has used commercially reasonable efforts to prevent the inclusion of such a prohibition over such license or sublicense and (ii) in the case of any licenses or sublicenses excluded pursuant to clauses (a) and (b), such licenses or sublicenses, individually or in the aggregate, are not material to the business of such Grantor. For the avoidance of doubt, any money or property received in respect of any license that is not a License shall not be excluded from the Collateral solely as a result of the exclusion of such license from the Collateral. “New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York. “Obligations” means all “Obligations” as defined in the Credit Agreement and includes, without limitation, (a) the due and punctual payment by the Borrower of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest and fees thereon and obligations to provide cash collateral in respect of such Letters of Credit, and (iii) all other monetary obligations of the Borrower to any of the Secured Parties under the Credit Agreement and each of the other Loan Documents, including obligations to pay fees, expense and reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Borrower under or pursuant to the Credit Agreement and each of the other Loan Documents, (c) the due and punctual payment and performance of all the obligations of each other Loan Party under or pursuant to this Agreement and each of the other Loan Documents and (d) the due and punctual payment and performance of all the obligations of the Borrower and each other Loan Party under or pursuant to any Secured Cash Management Agreement or Secured Hedge Agreement; provided, that with respect to a Subsidiary Loan Party, “Obligations” shall exclude any Excluded Swap Obligations with respect to such Subsidiary Loan Party. “Patent License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement. “Patents” means all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule III; and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.
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5 “Perfection Certificate” means a certificate substantially in the form of Exhibit II, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by the Loan Parties. “Pledged Collateral” has the meaning assigned to such term in Section 3.01. “Pledged Debt Securities” has the meaning assigned to such term in Section 3.01. “Pledged Securities” means any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral. “Pledged Stock” has the meaning assigned to such term in Section 3.01. “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “Security Interest” has the meaning assigned to such term in Section 4.01. “Specified Credit Party” means, any Loan Party that is, at the time on which this Agreement (or grant of security interest, as applicable) becomes effective with respect to a Swap Obligation, a corporation, partnership, proprietorship, organization, trust or other entity that would not be an “eligible contract participant” under the Commodity Exchange Act at such time but for the effect of Section 2.07. “Subsidiary Loan Parties” means DFO, Denny’s Realty and each other Subsidiary of Parent from time to time party hereto. “Swap Obligations” means, with respect to any Subsidiary Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. “Trademark License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement. “Trademarks” means all of the following now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule III; (b) all goodwill associated therewith or symbolized thereby; and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.
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10 listed on Schedule II as owned by such Grantor and each Grantor (i) holds the Pledged Securities free and clear of all Liens, other than Liens created by this Agreement and Permitted Liens, (ii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on the Pledged Collateral, other than Liens created by this Agreement and Permitted Liens and (iii) will defend its title to or interest in the Pledged Collateral against any and all Liens (other than Liens created by this Agreement and Permitted Liens), however arising, of all Persons; (d) except for restrictions and limitations imposed by the Loan Documents, the Pledged Collateral is and will continue to be freely transferable and assignable (subject to restrictions imposed under Applicable Law), and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; (e) each Grantor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; (f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary for the pledge effected hereby to be valid (other than such as have been obtained and are in full force and effect); (g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations; and (h) the pledge effected hereby is effective to vest in the Administrative Agent, for the benefit of the Secured Parties, the rights of the Administrative Agent in the Pledged Collateral as set forth herein. Section 3.04 Certification of Limited Liability Company and Limited Partnership Interests. Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC. Section 3.05 Registration in Nominee Name; Denominations. The Administrative Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Administrative Agent. Upon Administrative Agent’s request, each Grantor will promptly give to the Administrative Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor. The Administrative Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Section 3.06 Voting Rights; Dividends and Interest, etc. (a) Unless and until an Event of Default shall have occurred and be continuing:
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11 (i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities, the rights and remedies of any of the Administrative Agent or any other Secured Party under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Administrative Agent or any other Secured Parties to exercise the same. (ii) Subject to paragraphs (b) and (c) of this Section 3.06, the Administrative Agent authorizes each Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below. (iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and Applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor shall be held in trust for the benefit of the Administrative Agent (and shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart) and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement). (b) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 3.06 shall be held in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Administrative Agent in an account to be established by the Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.02. (c) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06, and the authorizations of the Administrative Agent under paragraph (a)(ii) of this Section 3.06, shall cease, and all such rights shall thereupon
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14 Grantor represents and warrants that no further or subsequent filing, re-filing, recording, re- recording, registration or re-registration is necessary in any such jurisdiction, except as provided under Applicable Law with respect to the filing of continuation statements or amendments. Each Grantor represents and warrants that a fully executed agreement in the form hereof or in a form reasonably satisfactory to the Administrative Agent containing a description of all Article 9 Collateral consisting of Intellectual Property with respect to Patents registered with the USPTO (and Patents for which registration applications are pending with the USPTO), Trademarks registered with the USPTO (and Trademarks for which registration applications are pending with the USPTO) and Copyrights registered with the USCO (and Copyrights for which registration applications are pending with the USCO) has been delivered to the Administrative Agent for recording with the USPTO and USCO, as applicable, and otherwise as may be required pursuant to the laws of any other applicable jurisdiction and reasonably requested by the Administrative Agent, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in respect of all Article 9 Collateral consisting of such Intellectual Property in which a security interest may be perfected by recording with the USPTO and the USCO. Each Grantor represents and warrants that no further or subsequent filing, re-filing, recording, re-recording, registration or re-registration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Article 9 Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the date hereof). (c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Obligations, (ii) subject to the filings described in Section 4.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other Applicable Law in such jurisdictions and (iii) a security interest that shall be perfected in all Article 9 Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement with the USPTO and the USCO, as applicable, and otherwise as may be required pursuant to the laws of any other applicable jurisdiction. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Liens expressly permitted to be prior to the Security Interest pursuant to Section 7.01 of the Credit Agreement. (d) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, other than Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other Applicable Laws covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the USPTO or the USCO or (iii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. (e) None of the Grantors holds any commercial tort claim as of the Closing Date except as indicated on the Perfection Certificate. (f) All accounts have been originated by the Grantors and all inventory has been acquired by the Grantors in the ordinary course of business.
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17 (h) If at any time any Grantor shall take a security interest in any property of an account debtor or any other Person to secure payment and performance of an account, such Grantor shall promptly assign such security interest to the Administrative Agent to the extent permitted by any contracts or arrangements to which such property is subject. Such assignment need not be filed in a public record unless such filing is necessary to continue the perfected status of the security interest against creditors of and transferees from the account debtor or other Person granting the security interest. (i) Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Administrative Agent and the Secured Parties from and against any and all liability for such performance. (j) None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Article 9 Collateral or shall grant any other Lien in respect of the Article 9 Collateral, except as expressly permitted by the Credit Agreement. None of the Grantors shall make or permit to be made any transfer of the Article 9 Collateral and each Grantor shall remain at all times in possession of the Article 9 Collateral owned by it, except that (i) as permitted by the Credit Agreement and (ii) unless and until the Administrative Agent shall notify the Grantors that an Event of Default shall have occurred and be continuing and that during the continuance thereof the Grantors shall not sell, convey, lease, assign, transfer or otherwise dispose of any Article 9 Collateral (which notice may be given by telephone if promptly confirmed in writing), the Grantors may use and dispose of the Article 9 Collateral in any lawful manner not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Grantor agrees that it shall not permit any inventory to be in the possession or control of any warehouseman, bailee, agent or processor at any time unless such warehouseman, bailee, agent or processor shall have been notified of the Security Interest and shall have acknowledged in writing, in form and substance reasonably satisfactory to the Administrative Agent, that such warehouseman, agent, bailee or processor holds the Inventory for the benefit of the Administrative Agent subject to the Security Interest and shall act upon the instructions of the Administrative Agent without further consent from the Grantor, and that such warehouseman, bailee, agent or processor further agrees to waive and release any Lien held by it with respect to such Inventory, whether arising by operation of law or otherwise; provided that such written acknowledgment shall not be required until the fair market value of all Inventory in such possession or under such control exceeds $1,000,000 in aggregate amount. (k) None of the Grantors will, without the Administrative Agent’s prior written consent, grant any extension of the time of payment of any accounts included in the Article 9 Collateral, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises or settlements granted or made in the ordinary course of business and consistent with its past practices and in accordance with reasonably prudent and standard practice used in industries that are the same as or similar to those in which such Grantor is engaged. (l) The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the goods, inventory and equipment in accordance with the requirements set forth in Schedule IV hereto and Section 6.07 of the Credit Agreement. Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all
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19 each of the Grantors that the Administrative Agent shall not give any such instructions or directions and shall not withhold its consent to any withdrawal or other action by any Grantor with respect thereto, unless an Event of Default has occurred and is continuing or, after giving effect to any such withdrawal or action, would occur. (c) Investment Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated security having a value in excess of $250,000 such Grantor shall forthwith endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) cause the issuer to agree to comply with instructions from the Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Administrative Agent to become the registered owner of the securities. The Administrative Agent agrees with each of the Grantors that the Administrative Agent shall not give any such instructions or directions to any such issuer and shall not withhold its consent to the exercise of any withdrawal (with respect to any investment accounts, if any) or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. (d) Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any electronic chattel paper or any “transferable record” having a value in excess of $250,000, as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control under New York UCC Section 9-105 of such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Administrative Agent agrees with such Grantor that the Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent’s loss of control, for the Grantor to make alterations to the electronic chattel paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record. (e) Letter-of-Credit Rights. If any Grantor is at any time a beneficiary under a letter of credit having a stated amount in excess of $250,000 now or hereafter issued in favor of such Grantor, such Grantor shall promptly notify the Administrative Agent thereof and, at the request and option of the Administrative Agent, such Grantor shall, pursuant to an agreement in form and substance satisfactory to the Administrative Agent, either (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Administrative Agent of the proceeds of any drawing under the letter of credit or (ii) arrange for the Administrative Agent to become the transferee beneficiary of the letter of credit, with the Administrative Agent agreeing,
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22 represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale of Collateral the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives and releases (to the extent permitted by law) all rights of redemption, stay, valuation and appraisal that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Administrative Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section 5.01, any Secured Party may bid for or purchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions. Section 5.02 Application of Proceeds. The Administrative Agent shall apply the proceeds of any collection or sale of Collateral, as well as any Collateral consisting of cash, that it has obtained as provided in Section 8.03 of the Credit Agreement. The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Administrative Agent (including pursuant to a power of
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29 been indefeasibly paid in full and the Aggregate Commitments have been terminated, the L/C Obligations have been reduced to zero or Cash Collateralized in a manner acceptable to the Administrative Agent and the L/C Issuer and the L/C Issuer has no further obligations to issue Letters of Credit under the Credit Agreement. (b) A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise. (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any Person that is not a Grantor, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released; provided that the Proceeds resulting from such sale or other transfer shall not be released and shall be included in the Collateral. (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this section, the Administrative Agent shall execute and deliver to any Grantor at such Grantor’s expense all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this section shall be without recourse to or warranty by the Administrative Agent. Section 7.16 Additional Subsidiaries. Pursuant to Section 6.12 of the Credit Agreement and except as otherwise provided therein, each Subsidiary of a Loan Party that was not in existence or not a Subsidiary on the date of the Credit Agreement is required to enter into this Agreement upon becoming such a Subsidiary. Upon execution and delivery by the Administrative Agent and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a party hereto with the same force and effect as if originally named as a party hereto. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement. Section 7.17 Right of Setoff. Subject to Section 10.08 of the Credit Agreement, if an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or L/C Issuer, irrespective of whether or not such Lender or such L/C Issuer shall have made any demand under this Agreement and although such obligations may be contingent or unmatured. Section 7.18 Amendment and Restatement. This Agreement amends, restates, supersedes, and replaces in its entirety the Existing Guarantee and Collateral Agreement. Nothing contained herein shall be construed as a novation of the obligations outstanding under the Existing Guarantee and Collateral Agreement.
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30 [Signature Page Follows]
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GUARANTEE AGREEMENT DENNY’S, INC. CHAR1\1825096v4 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. DENNY’S, INC. By: /s/ Xxxxxx X. Xxxxxxxx ____________________ Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President & Chief Financial Officer XXXXX’X REALTY, LLC By: DFO, LLC, its Sole Member By: Denny’s Inc., its Sole Member By: /s/ Xxxxxx X. Xxxxxxxx ____________________ Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President & Chief Financial Officer XXXXX’X CORPORATION By: /s/ Xxxxxx X. Xxxxxxxx ____________________ Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President & Chief Financial Officer DFO, LLC By: Denny’s Inc., its Sole Member By: /s/ Xxxxxx X. Xxxxxxxx ____________________ Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President & Chief Financial Officer
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GUARANTEE AGREEMENT DENNY’S, INC. XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Director
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Schedule I to the Guarantee and Collateral Agreement Subsidiaries Subsidiary of Xxxxx’x Corporation Jurisdiction of Incorp/ Formation Number of Shares of Capital Stock Number and Percentage of Outstanding Shares Shares Certificated? Denny’s, Inc. Florida 10,000 100% yes East Main Insurance Company South Carolina 250,000 100% yes Subsidiary of Denny’s, Inc. Jurisdiction of Incorp/ Formation Number of Shares of Capital Stock Number and Percentage of Outstanding Shares Shares Certificated? DFO, LLC Delaware - - Yes La Mirada Enterprises #1, LLC Texas - - yes Subsidiary of DFO, LLC Jurisdiction of Incorp/ Formation Number of Shares of Capital Stock Number and Percentage of Outstanding Shares Shares Certificated? Denny’s Realty, LLC Delaware - - yes These LLCs are Member managed
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Schedule II to the Guarantee and Collateral Agreement EQUITY INTERESTS Name State of Incorporation Owner/% of Ownership Interest Denny's, Inc. Florida Xxxxx'x Corporation/100% La Mirada Enterprises #1, LLC Texas Denny's Inc./100% DFO, LLC Delaware Denny's Inc./100% Xxxxx'x Realty, LLC Delaware DFO, LLC/100% K-II Telecommunications Xxxxx'x Corporation, General Partner, Partnership Interest at 0.145% DESCO DFO, LLC, Corporate Association, voting interest at 14% DEBT SECURITIES Interest Note Note Note YTD Note Maturity Rate Balance Reserve NBV Interest Date Date 8159 Xxx Xxxxxxxx Franchisee 5% 272,939.35 (272,939.35) - (1,270.36) 12/31/2014 8/19/2020 8862 Xxxxxx Xxxxxx Franchisee 0% 383,964.41 - 383,964.41 - 10/19/2020 5/31/2023 Unit Payee Type Notes Receivable 07/28/21
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Schedule III to Guarantee and Collateral Agreement OWNED COPYRIGHTS Registered Owner Copyright Registration Number Date DFO, LLC Nanerpus 3D with strings VAu 985-935 April 14, 2009 DFO, LLC Nanerpus 3D no strings VAu 995-852 July 22, 2009
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Schedule III to Guarantee and Collateral Agreement OWNED PATENTS None.
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Schedule III to Guarantee and Collateral Agreement OWNED TRADEMARK/TRADE NAMES U.S. Trademarks Domestic Xxxx Reg./Serial # Reg./Filing Date DENNY'S CLASSIC DINER and Design with neon 2,469,928 17-Jul-01 DENNY'S CLASSIC DINER and Design with tubes 2,469,927 17-Jul-01 DENNY'S CLASSIC DINER and Design (blue circle) 2,512,281 27-Nov-01 GRAND SLAM 4,104,436 28-Feb-12 AMERICA'S DINER IS ALWAYS OPEN 4,129,406 17-Apr-12 SLAM 2,592,374 9-Jul-02 DENNY'S (word xxxx) 736,161 14-Aug-62 DENNY'S within a French Diamond 1,720,986 29-Sep-92 DENNY'S (word xxxx) 740,359 6-Nov-62 XXXXX'X DINER 2000 w/o "Diner" 2,653,324 26-Nov-02 SOUTHERN SLAM 1,743,375 29-Dec-92 SENIOR BELGIAN WAFFLE SLAM 1,757,060 03/09/1993 French Diamond design 2,761,133 9-Sep-03 GRAND SLAM 1,813,884 28-Dec-93
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SLAMWICH 2,805,903 13-Jan-04 DENNY'S HUNGRY FOR EDUCATION 4,483,892 18-Feb-14 JR. GRAND SLAM 1,270,950 20-Mar-84 WELCOME TO AMERICA'S DINER 4,592,498 26-Aug-14 THE DEN 4,654,346 9-Dec-14 MOONS OVER MY HAMMY 1,946,766 9-Jan-96 SUPER BIRD 1,378,319 14-Jan-86 ALL-AMERICAN SLAM 1,950,994 23-Jan-96 WE LOVE TO FEED PEOPLE 5,157,444 7-Mar-17 DENNY'S FRESH EXPRESS (word) 3,498,403 9-Sep-08 DENNY'S (stylized) 862,087 17-Dec-68 DENNY'S (stylized) 866,599 11-Mar-69 FIT FARE 5,810,928 23-Jul-19 GRAND SLAM SLUGGER 3,857,076 5-Oct-10 XXXXX'X DINER 2000 and Design 2,372,959 1-Aug-00 Xxxxx'x Diner 2000 and Design 2,377,637 15-Aug-00 THE BURGER DEN 6,335,170 27-Apr-21 PANCAKE PUPPIES 6,334,221 27-Apr-21 $2 $4 $6 $8 3,964,768 24-May-11
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$2 $4 $6 $8 VALUE MENU 3,972,843 7-Jun-11 ULTIMATE OMELETTE 1,645,411 21-May-91 THE BURGER DEN 90,457,375 10-Jan-21 DANNY'S DONUTS 90457376 10-Jan-21 THE MELTDOWN 90,544,381 24-Feb-21 THE MELTDOWN 90,244,462 9-Oct-20 Pending U.S. Trademark Applications None Foreign Trademarks International Xxxx Country App. #/Filing Date Reg. #/Date DENNY'S Aruba 01/07/2013 130107.13 22933 05/28/2004 DENNY'S and design Aruba 120405.23 04/05/2012 30248 06/14/2012 GRAND SLAM Aruba 120405.25 04/05/2012 302950 06/14/2012 SLAM Aruba 120405.24 04/05/2012 30249 06/14/2012 SLAMWICH Aruba 130426.28 04/26/2013 31190 07/03/2013 SUPER BIRD Aruba 130426.29 04/26/2013 31191 07/03/2013 SLAM Austrailia 2081259 04/14/2020 DENNY'S (word xxxx) Australia 714,263 07/31/96 714263 10/07/97
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DENNY'S and design Australia 1656797 11/6/2014 1656797 11/06/2014 DENNY'S and design Australia 2081239 04/14/2020 DENNY'S ON DEMAND Australia 2081234 04/14/2020 GRAND SLAM Australia 1657042 11/07/2014 1657042 11/07/2014 GRAND SLAM Australia 2081253 04/14/2020 MOONS OVER MY HAMMY Australia 1657009 11/07/2014 1457009 11/07/2014 MOONS OVER MY HAMMY Australia 2081249 04/14/2020 2081249 02/16/2021 SLAM Australia 1657047 11/07/2014 1657047 11/07/2014 SLAM Australia 1657047 11/07/2014 2081259 04/14/2020 SLAMWICH Australia 1656804 11/6/2014 1656804 11/06/2014 SLAMWICH Australia 2081244 04/14/2020 SUPER BIRD Australia A454717A A454717 10/11/86 SUPER BIRD Australia 2081232 04/14/2020 DENNY'S Bahamas 24,762 3/28/2002 24,762 03/28/2002 DENNY'S and design Bahamas 34,060 10/18/2010 GRAND SLAM Bahamas 34,058 10/18/2010 SLAM Bahamas 34,059 10/18/2010 SLAMWICH Bahamas 34,061 10/18/2010 SUPER BIRD Bahamas 34,057 10/18/2010 DENNY'S Bahrain TM103930 05/29/2014 103930
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DENNY'S and design Bahrain SM90409 01/23/2012 SM90409 09/08/2013 DENNY'S and design (Arabic) Bahrain TM103931 05/29/2014 103931 DENNY'S and design (English and Arabic) Bahrain TM103932 05/29/2014 103932 DENNY'S Barbados 81/025148 81/25148 7/18/2013 ALL AMERICAN SLAM Belize 31-Jan-08 5145.08 01/31/2008 DENNY'S (word xxxx) Belize 31-Jan-08 5416.08 01/31/2008 DENNY'S and design Belize 31-Jan-08 5147.08 01/31/2008 FIT FARE Belize 31-Jan-08 5148.08 01/31/2008 French Diamond design Belize 31-Jan-08 5149.08 01/31/2008 GRAND SLAM Belize 31-Jan-08 5150.08 01/31/2008 GRAND SLAM SLUGGER Belize 31-Jan-08 5151.08 01/31/2008 MOONS OVER MY HAMMY Belize 31-Jan-08 5152.08 01/31/2008 SLAM Belize 31-Jan-08 5153.08 01/31/2008 SLIM SLAM Belize 31-Jan-08 5154.08 01/31/2008 SUPER BIRD Belize 31-Jan-08 5155.08 03/31/2008 DENNY'S Bolivia SM-1071-07 3/23/2007 144276-C DENNY'S Brazil 813.342.961 02/26/00 000.000.000 12/01/92 DENNY'S and design Brazil 902918729 9/1/2010 902918729 02/14/2014 DENNY'S and design Brazil 919951147 02/23/2021 ALL-AMERICAN SLAM Canada Serial No. 1,341,036 TMA746,419 08/27/2009
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THE BURGER DEN Canada 2087643 02/25/2021 DENNY'S Canada 321494 04/12/1969 TMA169,549 06/05/70 Denny's and (French Diamond) Design (in B&W) (new) Canada Serial No. 1,122,165 TMA601,912 02/11/2004 Denny's and (French Diamond) Design (in color) (new) Canada Serial No. 1,122,162 TMA601,581 02/06/2004 Denny's and (Maple Leaf) Design (in B&W) (new) Canada Serial No. 1,122,164 TMA601,728 02/10/2004 Denny's and (maple leaf) Design (in B&W) (old) Canada Serial No. 1,142,698 TMA601,698 02/09/2004 Denny's and (Maple Leaf) Design (in color) (new) Canada Serial No. 1,122,166 TMA601,580 02/06/2004 Denny's and (maple leaf) Design (in color) (old) Canada Serial No. 1,129,676 TMA598001 12-18-2003 FIT FARE Canada Serial No. 1,341,035 03/27/07 TMA706,260 02/01/08 French Diamond design Canada Serial No. 1,341,024 03/27/2007 TMA710,297 03/27/2008 THE MELTDOWN Canada 2087649 02/25/2021 MOONS OVER MY HAMMY Canada Serial No. 1,341,029 3/27/2007 TMA714,986 05/23/2008 SLAM Canada TMA750,793 10/22/2009 SLIM SLAM Canada Serial No. 1,341,027 TMA708,640 02/29/2008 SUPER BIRD Canada 687,647 08/14/91 TMA404,315 10/30/92 THE BURGER DEN Canada 2072223 12/18/2020
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THE METLDOWN Canada 2071991 12/17/2020 THE ULTIMATE OMLETTE Canada 687,649 08/14/91 TMA404,316 10/30/92 DENNY'S Chile 933.835 02/15/2012 964447 DENNY'S (stylized) Chile 3677 06/03/82 653.999 01/08/03 DENNY'S and design Chile 975929 12/3/2012 French Diamond design Chile 975927 12/3/2012 GRAND SLAM Chile 1057041 11/19/2013 SLAM Chile 1072861 SUPER BIRD Chile 1015959 1025049 5/10/2013 "Xxx Ni Shi" DENNY'S In Chinese Characters (B&W French diamond logo) China 9889624 8/25/2011 "Xxx Ni Shi" DENNY'S In Chinese Characters (B&W French diamond logo) China 9889623 8/25/2011 "Xxx Ni Shi" DENNY'S In Chinese Characters (B&W French diamond logo) China 9889622 8/25/2011 "Xxx Ni Shi" DENNY'S In Chinese Characters (B&W French diamond logo) China 29444006 03/06/2018 29444006 01/07/2019 "Xxx Ni Shi" DENNY'S In Chinese Characters (word xxxx) China 8629223 9/1/2010 8629223 11/7/2011 "Xxx Ni Shi" DENNY'S In Chinese Characters (word xxxx) China 8629432 9/1/2010
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"Xxx Ni Shi" DENNY'S In Chinese Characters (word xxxx) China 8629472 9/1/2010 "Xxx Ni Shi" DENNY'S In Chinese Characters (word xxxx) China 8629497 9/1/2010 8629497 09/21/2011 "Xxx Ni Shi" DENNY'S In Chinese Characters (word xxxx) China 8629513 9/1/2010 "Xxx Ni Shi" DENNY'S In Chinese Characters (word xxxx) China 8629538 9/1/2010 "Xxx Ni Shi" DENNY'S In Chinese Characters (word xxxx) China 8629610 9/1/2010 8629610 11/28/2011 "Xxx Ni Shi" DENNY'S In Chinese Characters (word xxxx) China 29444008 03/06/2018 29444008 01/07/2019 DENNY'S China 8626860 8/31/2010 DENNY'S China 8626970 8/31/2010 DENNY'S China 8627058 8/31/2010 DENNY'S China 8627082 8/31/2010 DENNY'S China 8627115 8/31/2010 DENNY'S China 8627136 8/31/2010 DENNY'S China 160946 06/21/2016 20373369 10/21/2017 DENNY'S China 29444009 03/06/2018 29444009 04/17/2019 Denny's (design) old Xxxxxx Xxxx China 2019147 Denny's (design) old Xxxxxx Xxxx China 2019567 Denny's (design) old Xxxxxx Xxxx China 1052083
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Denny's (design) old Xxxxxx Xxxx China 1109021 DENNY'S and design - old Xxxxxx Xxxx China 222322 Denny's In Chinese Characters China 93094339 09/30/93 777369 02/06/95 DENNY'S in Chinese characters - old Xxxxxx Xxxx China 222321 DENNY'S in Chinese characters plus DENNY'S - old Xxxxxx xxxx China 1726785 DENNY'S in Chinese characters plus DENNY'S (design) - old Xxxxxx xxxx China 1726788 DENNY'S in French diamond China G1050242 DENNY'S in French diamond China 29444007 03/06/2018 29444007 04/07/2019 Denny's Stylized China 180767 07/05/83 Denny's Stylized China 180766 07/05/83 GRAND SLAM China 16795663 GRAND SLAM China / UK Madrid 1/12/4841 1074192 03/24/2011 Denny's Community Trademark (Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden, United Kingdom, Cyprus, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia, Slovenia) 002789709 07/26/2002
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GRAND SLAM Community Trademark (Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden, United Kingdom, Cyprus, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia, S 015152085 02/26/2016 7/20/2016 SLAM Community Trademark (Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden, United Kingdom, Cyprus, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia, S 015152093 02/26/2016 7/20/2016 SUPER BIRD Community Trademark (Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden, United Kingdom, Cyprus, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia, S 015152168 02/26/2016 7/20/2016 ALL-AMERICAN SLAM Costa Rica 4/10/2007 173724 04/28/2008 DENNY'S Costa Rica 68.227 10/26/87 DENNY'S logo Costa Rica 4/10/2007 173987 04/29/2008 FIT FARE Costa Rica 4/10/2007 176865 6/24/2008 GRAND SLAM Costa Rica 4/10/2007 173739 04/28/2008 GRAND SLAM SLUGGER Costa Rica 4/10/2007 173736 04/28/2008 MOONS OVER MY HAMMY Costa Rica 4/10/2007 173759 04/28/2008
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SLAM Costa Rica 4/10/2007 173734 04/28/2008 SLIM SLAM Costa Rica 4/10/2007 173722 04/28/2008 SUPER BIRD Costa Rica 4/10/2007 173785 04/28/2008 SUPER SCRAMBLES Costa Rica 4/10/2007 173725 04/28/2008 ULTIMATE OMELETTE Costa Rica 4/10/2007 180973 October 17, 2008 DENNY'S Curacao 10044 DENNY'S and design Curacao 15771 GRAND SLAM Curacao 15917 SLAM Curacao 15918 DENNY'S Dominican Rep 190408 06/26/2011 190408 09/30/2011 DENNY'S and design Dominican Rep 189950 06/28/2011 189950 FIT FARE Dominican Rep. 9/22/2011 192152 01/02/2012 GRAND SLAM Dominican Rep. 9/22/2011 192199 01/02/20121 MOONS OVER MY HAMMY Dominican Rep. 9/22/2011 192310 01/02/2012 SLAM Dominican Rep. 9/22/2011 192365 01/02/2012 SLAMWICH Dominican Rep. 9/22/2011 192311 01/02/2012 SUPER BIRD Dominican Rep. 9/22/2011 192314 01/02/2012 ULTIMATE OMELETTE Dominican Rep. 9/22/2011 199967 12/18/2012 DENNY'S Egypt 234192 234192 09/18/2012 DENNY'S and design Egypt 270176 01/31/2012 270176 03/13/2014 DENNY'S and design in English and Arabic Egypt 305975 08/13/2014 305975 11/03/2015 DENNY'S in Arabic and design Egypt 305974 08/13/2014 305974
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GRAND SLAM Egypt 270174 270174 08/27/2013 DENNY'S El Salvador 3466/94 09/20/94 171 Book 165 DENNY'S El Xxxxxxxx 20180270321 06/15/2018 DENNY'S and design El Salvador No. 160 book 188 pages 327328 02/10/2005 DENNY'S and design (logo) El Salvador 20180270322 06/15/2018 French Diamond design El Salvador 20180270323 06/15/2018 MOONS OVER MY HAMMY El Salvador 20180270325 06/15/2018 164 Book 346 SLAM El Salvador 20180270326 06/15/2018 No. 168 Book 369 02/20/2020 SLAM El Salvador 20180270327 06/15/2018 27 Bok 349 SUPER BIRD El Salvador 20180270324 06/15/2018 ULTIMATE OMELETTE El Salvador 20070092892 5/7/2007 66 Book 98 01/04/2008 DENNY'S and design European community 012947958 10/28/2014 ALL-AMERICAN SLAM Guatemala 2007-3439 8/5/2007 186087 11/5/2012 DENNY'S Guatemala 112566 03/09/2001 DENNY'S Guatemala M-7590-2002 123365 04/14/03 FIT FARE Guatemala 067805 5/4/2007 163,022 page 292 volume 401 04/29/2009 French Diamond design Guatemala 2007-3440 09/03/2008 177,465 page 36 vol 450 08/05/2011 GRAND SLAM Guatemala 2007-3442 8/5/07 179008
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GRAND SLAM SLUGGER Guatemala 2007-3443 8/5/2007 179007 MOONS OVER MY HAMMY Guatemala 2007-3432 08/05/2007 186086 11/5/2012 SLAM Guatemala 2007-3433 08/05/2007 177,454 page 25 vol 450 08/05/2011 SLAM Guatemala 2007-3434 08/05/2007 177,401 page 272 volu 449 08/03/2011 SLIM SLAM Guatemala 2007-3435 08/05/2007 177,339 page 270 vol 449 8/3/2011 SUPER BIRD Guatemala 064905 05/04/07 163,085 pg 55 vol 402 May 4, 2009 DENNY'S Haiti No. 289 Reg - 160 03/26/2008 ALL-AMERICAN SLAM Honduras 9-Apr-07 106.333 08/29/2008 DENNY'S Honduras 11476/2002 9/30/02 9.093 05/19/03 DENNY'S and design logo Honduras 11630/07 4/9/2007 12.719 10/17/2007 FIT FARE Honduras 11639/07 4/9/2007 10/10/2007 12.699 French Diamond design Honduras 11629/07 4/9/2007 12.737 10/22/2007 GRAND SLAM Honduras 9-Apr-07 105.375 06/25/2008 GRAND SLAM SLUGGER Honduras 11637/07 04/09/2007 103.148 12/26/2007 MOONS OVER MY HAMMY Honduras 11636/07 4/9/2007 103.128 12/26/2007 SLAM Honduras 11634/07 04/09/2007 106166 12/26/2007 SLAM Honduras 11635/07 04/09/2007 103.142 12/26/2007 SUPER BIRD Honduras 11632/07 04/09/2007 103.123 12/26/2007
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DENNY'S Hong Kong 301708713 09/06/2010 302181069 03/05/2012 Xxxxx'x (old registration) in Chinese Characters Hong Kong 10044 Denny's (old registration) in Chinese Characters Hong Kong 1981B0862 DENNY'S in Chinese Characters Hong Kong 301709370 09/06/2010 302181078 03/05/2012 XXXXX'X India 2008519 8/13/2010 DENNY'S and design India 42200009 06/28/2019 4220009 06/28/2019 DENNY'S Indonesia IDM000415442 IDM000415442 11/27/2011 DENNY'S Indonesia X000000000000 09/27/2011 IDM000415440 09/27/2011 DENNY'S Indonesia t02011037989 09/27/2011 IDM000415442 09/27/2011 DENNY'S and design Indonesia IDM000415437 09/27/2011 DENNY'S and design Indonesia IDM000415439 09/27/2011 DENNY'S and design Indonesia X000000000000 09/27/2011 IDM000415437 09/27/2011 DENNY'S and design Indonesia X000000000000 09/27/2011 IDM000415439 09/27/2011 DENNY'S and design Arabic only Iraq 67547 08/19/2014 DENNY'S and design English and Arabic Iraq 676548 08/19/2014 DENNY'S word Arabic DENNY'S and design English Iraq 67546 08/19/2014 DENNY'S word English and Arabic Iraq 67560 08/19/2014 XXXXX'X Xxxxxx 50965 50965 XXXXX'X Xxxxxx 111926 05/02/2010 16552 5/2/2010
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DENNY'S and design Jordan 48843 12/28/2011 122885 02/11/2013 DENNY'S and design Arabic only Jordan 136505 08/03/2014 136505 (30611) 10/22/2015 DENNY'S and design in Latin and Arabic Jordan 136506 08/03/2014 136506 (30611) 10/22/2015 Denny's (word xxxx) Korea (South) 78 1990 2776 11/14/80 DENNY'S and design Korea (South) 00-0000-0000000 09/01/2010 00-0000000 11/9/2011 GRAND SLAM Korea (South) 96-53144 12/07/96 407949 07/06/1998 DENNY'S Kuwait 126483 12/28/2011 30-Nov-82 DENNY'S and design Kuwait 126484 12/31/2011 104379 DENNY'S and design in Arabic Kuwait 154388 08/03/2014 104680 08/07/2016 DENNY'S and design in Latin and Arabic Kuwait 154389 08/04/2014 137312 06/12/2016 DENNY'S Lebanon 11043 12/28/2011 141785 DENNY'S and delsign in Arabic Lebanon 161127 11/12/2014 22125 11/12/2014 DENNY'S and design Lebanon 11048 12/28/2011 1411781 DENNY'S and design in English and Arabic Lebanon 161117 11/12/2014 22124 11/12/2014 DENNY'S and design Macau N/063734 11/12/2012 DENNY'S and design Madrid China/UK 1050242 08/27/2013 Denny's Malaysia 04020457 12/28/2004 04020457 12/28/2004 ALL AMERICAN XXXX Xxxxxx 000000 01/12/1995 580276 06/30/98
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ALL AMERICAN XXXX Xxxxxx 000000 01/12/95 490594 05/02/95 THE XXXXXX XXX Xxxxxx 0000000 02/26/2021 THE XXXXXX XXX Xxxxxx 0000000 02/26/2021 DENNY'S Mexico 101064 06/11/76 204331 07/13/77 DENNY'S Mexico 160416 01/30/80 242337 03/13/80 DENNY'S & design Mexico 675753 09/07/2004 856647 10/26/2004 XXXXX'X DINER & design Mexico 464926 707755 07/27/2001 FIT FARE Mexico 225137 02/21/95 488121 04/21/95 FIT FARE Mexico 221492 01/12/95 487283 04/12/95 French diamond design Mexico 847883 04/11/2007 988267 June 19, 2007 GRAND SLAM Mexico 726539 0919/2001 XXXXX XXXX Xxxxxx 000000 09/19/2001 GRAND SLAM BREAKFAST Mexico 221507 01/12/95 497174 07/14/95 GRAND SLAM SLUGGER Mexico 847884 04/11/2007 985322 05/23/2007 THE MELTDOWN Mexico 2505513 02/26/2021 THE MELTDOWN Mexico 2505514 02/26/2021 MOONS OVER MY XXXXX Xxxxxx 000000 01/12/95 490596 05/02/95
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MOONS OVER MY XXXXX Xxxxxx 000000 01/12/95 497177 07/14/95 XXXX Xxxxxx 000000 04/11/2007 985323 5/23/2007 XXXX Xxxxxx 000000 04/11/2007 985324 05/23/2007 Xxx XXXXX XXXX Xxxxxx 000000 01/12/95 494073 06/12/95 Xxx XXXXX XXXX Xxxxxx 000000 01/12/95 490590 05/02/95 DENNY'S Netherlands Antilles 08/05/2003 D-30042 10044 09/30/2003 DENNY'S New Zealand Denny's (checkerboard background with Kiwi bird) New Zealand 672625 01/30/03 672625 01/30/03 DENNY'S and design logo Xxx Xxxxxxx 000000 / 04/10/2007 766515 04/10/2017 French Diamond design New Zealand 766517 / 04/10/2007 GRAND XXXX Xxx Xxxxxxx 000000 / 04/10/2007 766,518 04/10/2007 GRAND SLAM SLUGGER New Zealand 766519 / 04/10/2007 766,519 04/10/2007 MOONS OVER MY XXXXX Xxx Xxxxxxx 000000 / 04/10/2007 766,520 04/10/2007 SLAM Xxx Xxxxxxx 000000 / 04/10/2007 766,522 04/10/2007 SUPER BIRD New Zealand 766525 / 04/10/2007 766,525 04/10/2007 ALL AMERICAN SLAM Nicaragua 2007-01542 05/09/2007 0801426LM 06/18/2008 DENNY'S Nicaragua 567200 11/10/76 DENNY'S Nicaragua 2007-01543 05/09/2007 0801427LM 06/18/2008 DENNY'S and design (logo) Nicaragua 2007-01544 05/09/2007 0801428LM 06/18/2008 FIT FARE Nicaragua 2007-01545 05/09/2007 0801429LM 06/18/2008
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French diamond design Nicaragua 2007-01546 05/09/2007 0801430LM 06/18/2008 GRAND SLAM Nicaragua 2007-01547 05/09/2007 0801138 LM 05/20/2008 GRAND SLAM SLUGGER Nicaragua 2007-01548 5/9/2007 0801105LM 05/19/2008 MOONS OVER MY HAMMY Nicaragua 2007-01549 05/09/2007 0801106LM 05/19/2008 SLAM Nicaragua 2007-01550 05/09/2007 080079LM 04/16/2008 SUPER BIRD Nicaragua 2007-01552 05/09/2007 0801107LM 05/19/2008 SUPER SCRAMBLES Nicaragua 2007-01554 05/09/2007 0801109LM 05/19/2008 ULTIMATE OMELETTE Nicaragua 2007-01555 05/09/2007 0801110LM 05/19/2008 DENNY'S Oman 87307 4/30/2014 87307 06/29/2016 DENNY'S and design Oman 87308 4/30/2014 87308 06/29/2016 DENNY'S and design English and Arabic Oman 87310 4/30/2014 87310 06/29/2016 DENNY'S and design in Arabic Oman 87309 4/30/2014 87309 06/29/2016 Denny's Panama 1032-02 DENNY'S and design Panama 194196 10/15/2010 194196 07/18/2011 DENNY'S word Paraguay 1414936 492.421 09/23/2019 DENNY'S Peru 059814 01/23/2009 DENNY'S and design Peru 059815 01/23/2009 DENNY'S Qatar 72242 01/01/2012 72242 March 17, 2015 DENNY'S and design Qatar 72243 01/01/2012 72243 March 17, 2015 DENNY'S and design English and Arabic Qatar 88994 04/05/2014
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DENNY'S in Arabic design Qatar 88995 04/05/2014 DENNY'S Saudi Arabia 23002 11/17/93 325/20 11/12/94 DENNY'S and design Xxxxx Xxxxxx 000000 01/28/2012 1454/76 05/25/2013 DENNY'S and design in Arabic Saudi Arabia 1435018378 08/05/2014 143518378 11/30/2014 XXXXX'X and design in Latin and Arabic Saudi Arabia 1435018379 08/05/2014 1435018379 11/30/2014 GRAND SLAM Xxxxx Xxxxxx 000000 01/28/2012 1439/79 05/25/2013 GRAND SLAM Saudi Arabia 177994 01/12/2012 143302986 03/27/2014 SLAM Xxxxx Xxxxxx 000000 01/28/2012 1439/78 03/27/2014 Denny's Singapore 24-Jul-02 T02/111578 07/24/02 DENNY'S and design Singapore 40201401657X 11/20/2014 DENNY'S and design Xxxxxxxxx 000000 11/20/2014 40201401657X 11/20/2014 GRAND SLAM Singapore 40201401682 11/20/2014 40201401682Q 11/20/2014 MOONS OVER MY HAMMY Singapore 40201401662 11/20/2014 40201401662T 11/20/2014 SLAM Singapore 40201401651 11/20/2014 40201401651P 07/01/2015 SLAMWICH Singapore 40201401679 11/20/2014 40201401679Y 11/24/2014 SUPER BIRD Singapore 40201401669 11/20/2014 40201401669W 11/24/2014 Denny's Switzerland 60528/2009 9/24/09 592.014 9/24/2009 Denny's Taiwan 1631 10/01/78 DENNY'S and design (color) Taiwan 099043567 09/02/2010 1463436 07/01/2011
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Denny's (word xxxx) Thailand 459786 07/17/01 SM17054 08/13/02 DENNY'S the Philippines 42013502580 9/10/13 4-2013-502580 03/13/2014 DENNY'S and design the Philippines 42013502581 9/10/13 42013502581 3/13/14 GRAND SLAM the Philippines 42013503142 10/30/2013 MOONS OVER MY HAMMY the Philippines 42013503141 10/30/2013 42013503141 6/26/2014 SLAM the Philippines 42013503143 10/30/2013 4-2013-503143 06/12/2014 ULTIMATE OMELETTE the Philippines 42013503140 10/30/2013 4-2013-203140 12/18/2014 XXXXX'X Xxxxxxxx & Tobago 47322 09/13/2013 47322 07/17/2014 DENNY'S and design Trinidad & Tobago 47357 09/19/2013 47357 10/31/2014 GRAND SLAM Trinidad & Tobago 47356 09/19/2013 47356 01/30/2015 MOONS OVER MY HAMMY Trinidad & Tobago 47359 09/19/2013 47359 08/14/2015 SLAM Trinidad & Tobago 47358 09/19/2013 47358 085/22/2014 SLAMWICH Trinidad & Tobago 47321 09/13/2013 47321 08/22/2014 SUPER BIRD Trinidad & Tobago 47320 9/13/2013 47320 09/16/2016 DENNY'S Tunisia TN/E/2014/00337 03/26/2014 TN/E/2014/337 01/10/2015 DENNY'S and design in Arabic Tunisia TN/E/2014/338 03/28/2014 TN/E/2014/338 01/10/2015 DENNY'S Turkey 13-Jan-00 2000 00540 01/13/00 DENNY'S and design Turkey 2014/28011 04/04/2014 2014 28011 04/22/2015 DENNY'S word UK UK00003375969 UK00003375969 05/07/2019 GRAND SLAM UK UK00003019476 UK00003019476 03/24/2011
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THE XXXXXX XXX Xxxxxx Xxxx Xxxxxxxx 000000 DENNY'S Xxxxxx Xxxx Xxxxxxxx 00000 10/12/2004 64281 02/27/2006 DENNY'S and design United Arab Emirates 168717 02/02/2012 168717 05/01/2013 DENNY'S and design Arabic United Arab Emirates 211100 04/05/2014 21100 04/05/2014 DENNY'S and design Arabic and English United Arab Emirates 211101 04/05/2014 21101 00/00/0000 XXXXX XXXX Xxxxxx Xxxx Xxxxxxxx 168543 01/30/2012 168543 00/00/0000 XXXXX XXXX Xxxxxx Xxxx Xxxxxxxx 168544 01/30/2012 168544 00/00/0000 XXXXXXXXXX XXXX Xxxxxx Xxxx Xxxxxxxx 168541 01/30/2012 168541 1/31/2012 LUMBERJACK SLAM United Arab Emirates 168542 01/30/2012 168542 0/00/0000 XXX XXXXXXXX Xxxxxx Xxxx Xxxxxxxx 350640 00/00/0000 XXX XXXXXXXX Xxxxxx Xxxx Xxxxxxxx 346779 03/11/2021 DENNY'S United Kingdom (Madrid filing) 18-Jun-75 8/31/2010 DENNY'S Uruguay 367.206 11/30/2005 DENNY'S Venezuela 49406 12/8/2008 Denny's Venezuela 01053.83 13783-D 10/19/78 Denny's Venezuela 136,159 09/23/88 DENNY'S Vietnam 0-0000-00000 12/04/2014 265029 07/04/2016 DENNY'S and design Vietnam 0-0000-00000 12/04/2014 265028 07/04/2016 GRAND SLAM Vietnam 0-0000-00000 12/04/2014 265025 07/04/2016 MOONS OVER MY HAMMY Vietnam 0-0000-00000 12/04/2014 277878 03/16/2017 SLAM Vietnam 0-0000-00000 12/04/2014 265026 07/04/2016
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SLAMWICH Vietnam 0-0000-00000 12/04/2014 265027 07/04/2016 SUPER BIRD Vietnam 4/12/2014 267077 08/18/2016
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Schedule IV to Guarantee and Collateral Agreement Insurance Requirements (a) In furtherance of Section 6.07 of the Credit Agreement, (i) the Administrative Agent, for the benefit of the Secured Parties, shall be named as lenders loss payee on all insurance policies required to be maintained with respect to the assets and properties of the Grantors under Section 6.07 of the Credit Agreement and (ii) the Administrative Agent, for the benefit of the Secured Parties, shall be named as an additional insured under all liability insurance policies. Without limiting the foregoing, each Grantor will (a) keep all of its physical property insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of such Grantor; business interruption insurance; and product liability insurance. (b) Each Grantor shall furnish the Administrative Agent with certificates of insurance (in a form similar to those delivered on the Closing Date) evidencing compliance with the insurance provisions contained in Section 6.07 of the Credit Agreement in respect of each insurance policy existing on the Closing Date or renewed, extended or replaced following the Closing Date.
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Exhibit I to Guarantee and Collateral Agreement SUPPLEMENT NO. __ dated as of [_______] (this “Supplement”), to the Fourth Amended and Restated Guarantee and Collateral Agreement dated as of August 26, 2021 (the “Guarantee and Collateral Agreement”), among Denny’s, Inc., a Florida corporation, (the “Borrower”), Xxxxx’x Corporation, a Delaware corporation (“Parent”), DFO, LLC, a Delaware limited liability company (“DFO”), Xxxxx’x Realty, LLC, a Delaware limited liability company (“Denny’s Realty”), each other Subsidiary Loan Party, and Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”), as Administrative Agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined herein). A. Reference is made to the Fourth Amended and Restated Credit Agreement dated as of August 26, 2021 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among (i) the Borrower, (ii) Parent, DFO and Denny’s Realty, as Guarantors, (iii) the Lenders party thereto (the “Lenders”), and (iv) Xxxxx Fargo, as Administrative Agent. B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Guarantee and Collateral Agreement referred to therein. C. The Grantors have entered into the Guarantee and Collateral Agreement in order to induce the Lenders to make Loans and the L/C Issuer to issue Letters of Credit. Section 7.16 of the Guarantee and Collateral Agreement provides that additional Subsidiaries may become Subsidiary Loan Parties under the Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Loan Party under the Guarantee and Collateral Agreement in order to induce the Lenders to make additional Loans and the L/C Issuer to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. Accordingly, the Administrative Agent and the New Subsidiary agree as follows: SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement, the New Subsidiary by its signature below becomes a Subsidiary Loan Party, a Grantor and a Guarantor under the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Subsidiary Loan Party, a Grantor and a Guarantor, and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee and Collateral Agreement applicable to it as a Subsidiary Loan Party, Grantor and Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and Guarantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the Guarantee and Collateral Agreement), does hereby create and grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties and their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Guarantee and Collateral Agreement) of the New Subsidiary. Each reference to a “Subsidiary Loan Party”, a “Grantor” or a “Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the New Subsidiary. The Guarantee and Collateral Agreement is hereby incorporated herein by reference.
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[NAME OF NEW SUBSIDIARY] By: ______________________________________ Name: Title: Legal Name: Jurisdiction of Formation: Location of Chief Executive Office: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, By: ______________________________________ Name: Title:
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Schedule II to Supplement No. __ to the Guarantee and Collateral Agreement PLEDGED STOCK Number of Issuer Certificate Registered Owner Number and Class of Equity Interest Percentage of Equity Interests PLEDGED DEBT SECURITIES Issuer Principal Amount Date of Note Maturity Date OTHER PROPERTY
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1. All of the financial institutions at which any Credit Party maintains any deposit accounts, investment accounts, securities accounts or similar accounts or other investment property (other than certificated securities and other investment property set forth on Schedule D6), together with the name of account, account number and a description for each such account (including the recent value), are set forth on Schedule D1. 2. All Letter-of-Credit Rights and Electronic Chattel Paper of any Credit Party having a value in excess of $250,000 are set forth on Schedule D2. 3. All Instruments, Tangible Chattel Paper and Documents of each Credit Party having a value in excess of $250,000 are set forth on Schedule D3. 4. All patents, trademarks and copyrights owned by each Credit Party as of the date hereof, all patent licenses, trademark licenses and copyright licenses to which such Credit Party is a party as of the date hereof, and all patent applications, trademark applications, and copyright applications made by each Credit Party as of the date hereof are listed on Schedule D4. 5. All commercial tort claims of any Credit Party reasonably estimated to exceed $1,000,000 are set forth on Schedule D5. 6. The issued and outstanding equity interests and any other certificated securities having a value in excess of $250,000 owned by each Credit Party is set forth on Schedule D6. E FINANCING MATTERS 1. Any current creditors of any Credit Party that will be refinanced in connection with the funding of the initial Loans and any letters of credit currently outstanding on behalf of any Credit Party (together with an indication of whether any such letters of credit will be replaced or collateralized on the Closing Date) are as follows: Credit Party Creditors to be Refinanced Letters of Credit / Replaced or Collateralized F INSURANCE 1. A complete and accurate list of all insurance policies currently maintained by the Credit Parties is set forth on Schedule F1 hereto.
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I hereby certify on behalf of the Credit Parties and not in my individual capacity that, as of the date hereof, the statements set forth in this Perfection Questionnaire and in the Schedules attached hereto are accurate and complete in all respects. XXXXX’X, INC., a Florida corporation By: Name: Title:
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SCHEDULE TO PERFECTION QUESTIONNAIRE Schedule A1 Organizational Chart Schedule A2 Identification Matters Schedule A3 Subsidiaries Schedule B1 Legal Matters Schedule C1 Owned Locations Schedule C2 Other Locations Schedule D1 Deposit Accounts/Investment Property (other than as set forth on Schedule D6) Schedule D2 Letter-of-Credit Rights & Electronic Chattel Paper Schedule D3 Instruments, Tangible Chattel Paper & Documents Schedule D4 Intellectual Property Schedule D5 Commercial Tort Claims Schedule D6 Equity Interests & Certificated Security Interests Schedule F1 Insurance
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Schedule A1 Organizational Chart [See attached]
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Schedule A2 Identification Matters [TO BE COMPLETED FOR EACH CREDIT PARTY] Legal Name of Credit Party: Previous Legal Names with the past five (5) years: State of Organization: Type of Organization: Jurisdictions Qualified to do Business1: Address of Chief Executive Office: Address of Principal Place of Business: Business Phone Number: Organizational Identification Number (if any): Federal Tax Identification Number: Ownership Information (e.g. publicly held, if private or partnership—identity of owners/partners): 1 Except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect
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Schedule A3 Subsidiaries Subsidiary Jurisdiction of Incorp/ Formation Number of Shares of Capital Stock Number and Percentage of Outstanding Shares Shares Certificated?
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Schedule B1 Legal Matters
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Schedule C1 Owned Locations All Owned Real Property: Credit Party Chief Executive Office (indicate with * in this column) Address (including county)
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Schedule C2 Locations (other than those set forth on Schedule C1) Credit Party Chief Executive Office (indicate with * in this column) Address (including county) Approximate Value (the value of any collateral on such property and the annual rental value) Please include the name and address of Landlord (if available)
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Schedule D1 Deposit Accounts & Investment Property (other than Investment Property set forth on Schedule D6) Credit Party Financial Institution(s) where Accounts Maintained Name of Account ZBA/ Payroll/ Deposit/ Etc. Account Numbers Descriptions of Accounts (including the recent value)
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Schedule D2 Letter-of-Credit Rights & Electronic Chattel Paper Letter-of-Credit Rights: Credit Party Description Electronic Chattel Paper: Credit Party Description
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Schedule D3 Instruments, Tangible Chattel Paper & Documents Instruments: Credit Party Description Tangible Chattel Paper: Credit Party Description Documents: Credit Party Description
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Schedule D4 Intellectual Property
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Schedule D5 Commercial Tort Claims Credit Party Description
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Schedule D6 Equity Interests & Certificated Securities Credit Party: Name of Subsidiary Number of Shares Certificate Number Percentage Ownership Credit Party: Name of Subsidiary Number of Shares Certificate Number Percentage Ownership
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Schedule F1 Insurance