Common use of Indebtedness Clause in Contracts

Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except: (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.01; (b) Indebtedness arising hereunder or evidenced by the Loan Documents, (c) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.

Indebtedness. IncurNo Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit guaranty, or otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.01Obligations; (b) unsecured Indebtedness (v) consisting of intercompany advances of any Credit Party to any other Credit Party arising hereunder from the Borrower’s cash management, tax and accounting operations or evidenced by intercompany loans having a term not exceeding 364 days (inclusive of any rollover or extension of terms) and made in the Loan Documents, ordinary course of business, (cw) Indebtedness of any Credit Party to any other Credit Party, (x) of any Subsidiary of the Parent and Denny’s Holding under Borrower that is not a Credit Party to another Subsidiary of the 10% Senior Notes Documents Borrower that is not a Credit Party, (y) of any Subsidiary of the Borrower that is not a Credit Party to any Credit Party in an aggregate amount not to exceed $500,000 at any time outstanding not and (z) of any Credit Party to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by purchase money Liensthat is not a Credit Party; provided that, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs the foregoing clauses (aw) and (y), (b), (d), (e), (f), (g), (h) such Indebtedness shall be evidenced by the Intercompany Note and such Intercompany Note shall be subject to a First Priority Lien pursuant to the Pledge and Security Agreement and delivered to Administrative Agent together with appropriate allonges or (i) other documents of this Section 6.01 transfer to be held as Collateral and (ii) in the case of Parent the foregoing clause (z), such Indebtedness shall be subject to a subordination agreement in form and Denny’s Holdingsubstance satisfactory to the Administrative Agent; (c) Indebtedness, in an aggregate amount not to exceed $500,000, incurred by Borrower or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price, earn-outs, incentive, non-compete, consulting arrangements, deferred compensation and other similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of Borrower or any such Subsidiary pursuant to such agreements, in each case, in connection with Permitted Acquisitions Permitted Investments or permitted dispositions of any business, assets or Subsidiary of Borrower or any of its Subsidiaries; (d) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal, letter of credit reimbursement obligations or similar obligations incurred in the ordinary course of business and not in connection with a Permitted Acquisition and in an aggregate amount not to exceed $3,000,000; (i) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit or securities accounts, (ii) Indebtedness arising from or the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, and (iii) customary cash management services permitted under Section 5.14; provided that any such Indebtedness does not consist of Indebtedness for borrowed money and is owed to the financial institutions providing such arrangements and such Indebtedness is extinguished in accordance with customary practices with respect thereto; (f) Unsecured guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries in an aggregate amount not to exceed at any time $500,000; (i) Guaranties by any Credit Party of Indebtedness of another Credit Party, (ii) guaranties by a Subsidiary of Borrower of Indebtedness of a Credit Party, (iii) guaranties by any Subsidiary of Borrower that is not a Credit Party of any Indebtedness of another Subsidiary of Borrower that is not a Credit Party and (iv) unsecured guaranties by Borrower or any Subsidiary of Borrower of Indebtedness of any Subsidiary that is not a Guarantor in an aggregate principal amount not to exceed $500,000 at any time outstanding; provided that, (x) in the case of the foregoing clauses (i) and (ii), such Indebtedness shall be shall be subject to a subordination agreement in form and substance satisfactory to the Administrative Agent and (y) in each case, such Indebtedness is otherwise permitted to be incurred pursuant to this Section 6.1; (h) Indebtedness in existence on the Closing Date and described in Schedule 6.1 of the Credit Agreement Disclosure Letter, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement, and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable in any material respect to the obligor thereon or to Lender than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided that, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness described being extended, renewed or refinanced, (B) exceed in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding a principal amount of the Indebtedness being renewed, extendedextended or refinanced (other than capitalized interest and fees), modified (C) be incurred, created or refinancedassumed if any Default or Event of Default has occurred and is continuing or would result therefrom, or shorten (D) include any items of Collateral that were not collateral in the maturity previous Indebtedness; (i) Indebtedness, in an aggregate amount not to exceed $500,000 at any time outstanding, (w) incurred to finance the acquisition, construction or improvement of fixed or capital assets and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (including Capital Leases), (x) consisting of purchase money Indebtedness, (y) incurred in connection with sale and leaseback transactions, and (z) with respect to a date earlier than one year after Permitted Acquisitions; provided that any such Indebtedness (i) shall be secured only by the Term Loan Maturity Date, asset acquired in connection with the incurrence of such Indebtedness and (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices if in the applicable geographic area form of a Capital Lease shall only be secured by the asset subject to such Capital Lease; (j) Indebtedness arising from principal and capitalized interest owed on the Existing Notes; (k) Indebtedness arising in connection with endorsement of instruments for collection or deposit in the ordinary course of business; (l) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the ordinary course of business; (m) Indebtedness under swap agreements (including, without limitation, forward, spot or future contracts) for purposes of hedging interest rates or foreign exchange, in each case entered into not for speculative purposes and in the ordinary course of business; provided that (i) such swap agreements relate to payment obligations on Indebtedness permitted to be incurred under this Agreement and (iiiii) the notional principal amount of such swap agreements at the time incurred does not exceed the principal amount of Indebtedness to which such swap agreements relate; (n) Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that (x) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, (y) such Indebtedness shall be secured only by the assets acquired and (z) the aggregate amount of all such Indebtedness at any time outstanding does not exceed $500,000; (o) Indebtedness not for borrowed money or for any financing purpose representing customer deposits or advance payments; (p) Indebtedness incurred in the case ordinary course of business pursuant to corporate credit cards in an aggregate principal amount not in excess of $1,000,000 at any time outstanding; (q) Subordinated Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agentan aggregate principle amount not in excess of $50,000,000 at any time outstanding; and (Br) additional other unsecured Indebtedness of Borrower and its Subsidiaries, in an aggregate amount not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 to exceed in principal amount the aggregate at any one time outstandingthe greater of (x) $500,000 and (y) 10% of Consolidated Adjusted EBITDA of Borrower and its Subsidiaries; provided that Indebtedness of Subsidiaries of the Borrower that are not Guarantors incurred pursuant to this clause (r) shall not exceed at any time the greater of (x) $150,000 and (y) 5% of Consolidated Adjusted EBITDA of Borrower and its Subsidiaries.

Indebtedness. IncurCreate, createincur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on of Holdings, Company and any of its Subsidiaries under the Closing Date and set forth in Schedule 6.01Credit Documents; (b) Indebtedness arising hereunder or evidenced by (including intercompany Indebtedness) outstanding on the Loan Documents,Closing Date and listed on Schedule 6.3(b) and any Permitted Refinancing thereof; (c) Guarantees by Holdings, Company and its Subsidiaries in respect of Indebtedness of Company or any Subsidiary otherwise permitted hereunder; provided that (A) no Guarantee by any Credit Party of any New Note or Junior Financing shall be permitted unless such Credit Party shall have also provided a Guarantee of the Parent Obligations substantially on the terms set forth in the Guaranty and Denny’s Holding under (B) if the 10% Senior Notes Documents Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount subordination of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))such Indebtedness; (d) Indebtedness incurred by Parent, any Borrower of Holdings or any Subsidiary Loan Party subsequent owing to Holdings or any other Subsidiary to the Closing Date secured extent constituting an Investment permitted by purchase money Liens, Section 6.2; provided that (i) all such Indebtedness of any Credit Party owed to any Person that is not a Credit Party shall be subject to the subordination terms set forth in Section 4.4.3 of the Pledge and Security Agreement and (ii) all such Indebtedness of any Credit Party owed to another Credit Party (A) shall be evidenced by the Intercompany Note, which shall be subject to a First Priority Lien pursuant to the Pledge and Security Agreement and (B) shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note; (e) Indebtedness with respect to Capitalized Leases in an aggregate amount, together with the aggregate amount of Indebtedness permitted under this incurred pursuant to Section 6.0 1(e) shall 6.3(g), not to exceed $10,000,000 at any one time outstanding; (e) Subject an amount equal to Sections 6.10, the greater of $160,000,000 and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date4% of Total Assets; (f) Indebtedness arising subsequent in respect of Swap Agreements designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the Closing Date under (i) any purchasing card program established to enable headquarters ordinary course of business and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments not for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstandingspeculative purposes; (g) purchase money Indebtedness arising from investments among Parentin an aggregate amount, together with the aggregate amount of Indebtedness incurred pursuant to Section 6.3(e), not to exceed at any time an amount equal to the greater of $160,000,000 and 4% of Total Assets; provided, any Borrower such Indebtedness (i) shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness, and (ii) shall constitute not less than 85% of the aggregate consideration paid with respect to such asset; (h) (i) the following Indebtedness assumed in connection with Permitted Acquisitions (provided that such Indebtedness is not incurred in contemplation of any Subsidiary such Permitted Acquisition): (x) Indebtedness assumed by Holdings, (y) Indebtedness assumed by Company, provided that such Indebtedness is unsecured and is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms set forth in the Senior Subordinated Notes Indenture as of the Closing Date and (z) other Indebtedness assumed by Company and its Subsidiaries in an aggregate amount not to exceed $125,000,000 at any one time outstanding, (ii) Indebtedness incurred by Holdings or Company to finance a Permitted Acquisition, provided that such Indebtedness is unsecured and is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms set forth in the Senior Subordinated Notes Indenture as of the Closing Date and (iii) any Permitted Refinancing of the foregoing, provided that with respect to any unsecured and/or subordinated Indebtedness, the Permitted Refinancing thereof shall be similarly unsecured and/or subordinated; provided that, in each case of the foregoing clauses (i), (ii) and (iii), such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (A) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom and (2) Holdings and its Subsidiaries will be in pro forma compliance with the covenants set forth in Section 6.10, (B) matures after, and does not require any scheduled amortization (other than nominal amortization) or other scheduled payments of principal prior to, the date that is 91 days after the Term Loan Party Maturity Date (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (C) hereof) and (C) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to Company as the terms and conditions of the New Notes as of the Closing Date; provided that a certificate of a Responsible Officer delivered to Administrative Agent at least five Business Days prior to the assumption or incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Company has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies Company within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees). (i) Indebtedness representing deferred compensation to employees of Company and its Subsidiaries incurred in the ordinary course of business; (j) Indebtedness in an aggregate amount not to exceed $15,000,000 at any time consisting of promissory notes issued by any Credit Party to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings permitted by Section 6.6; (k) Indebtedness incurred by Holdings, Company or its Subsidiaries in any Disposition constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments; (l) Indebtedness consisting of obligations of Holdings, Company or its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder; (hm) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts; (n) Indebtedness owed to the Administrative Agent incurred by Company or any of its banking Affiliates Subsidiaries in respect of any overdrafts and related liabilities arising from treasuryletters of credit, depository and cash management services bank guarantees, bankers’ acceptances or similar instruments issued or created in connection the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with any automated clearing house transfers of funds, respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstandingincurrence thereof; (io) Indebtedness under interest rate protection agreements permitted obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by Section 6.16; andCompany or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (jp) unsecured Indebtedness of Holdings (“Permitted Holdings Debt”) (i) in the case of Parentthat is not subject to any Guarantee by Company or any Subsidiary, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in that will not mature prior to the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided date that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year is 91 days after the Term Loan Maturity Date, (iiiii) are otherwise on terms consistent that has no scheduled amortization or payments of principal (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirements of clause (v) hereof), (iv) that does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (A) the date that is five (5) years from the date of the issuance or incurrence thereof and (B) the date that is 91 days after the Term Loan Maturity Date, and (v) that has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount notes of an issuer that is the parent of a borrower under senior secured credit facilities, and in any event, with prudent business practice respect to covenant, default and then prevailing market practices and prices remedy provisions, no more restrictive than those set forth in the applicable geographic area and Senior Subordinated Notes Indenture as of the Closing Date, taken as a whole (iii) in other than provisions customary for senior discount notes of a holding company); provided that a certificate of a Responsible Officer delivered to Administrative Agent at least five Business Days prior to the case incurrence of Indebtedness described in Section 6.01(c)such Indebtedness, is on together with a reasonably detailed description of the material terms and conditions acceptable of such Indebtedness or drafts of the documentation relating thereto, stating that Company has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless Administrative Agent notifies Company within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); provided, further, that any such Indebtedness shall constitute Permitted Holdings Debt only if (1) both before and after giving effect to the Administrative Agentissuance or incurrence thereof, no Default shall have occurred and be continuing and (2) Holdings and its Subsidiaries will be in pro forma compliance with the covenants set forth in Section 6.10 (it being understood that any capitalized or paid-in-kind or accreted principal on such Indebtedness is not subject to this proviso); (q) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (r) Indebtedness in respect of the New Notes and any Permitted Refinancing thereof; (s) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (t) Indebtedness of Qualified Non-Wholly-Owned Subsidiaries and Wholly Owned Subsidiaries of Company in an aggregate amount not to exceed at any time (x) if, as of the last day of the immediately preceding Test Period (after giving pro forma effect to such Indebtedness) the Total Leverage Ratio is less than 4.50:1, $50,000,000 and (y) otherwise, $25,000,000; (u) other Indebtedness of Company in an aggregate amount not to exceed at any time $200,000,000; and (Bv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 or contingent interest on obligations described in principal amount at any one time outstandingclauses (a) through (u) above.

Indebtedness. IncurNo Credit Party will, nor will it permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness existing on arising under this Credit Agreement and the Closing Date and set forth in Schedule 6.01other Credit Documents; (b) Indebtedness arising hereunder or evidenced by the Loan Documents,Senior Notes; (c) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))Subordinated Debt; (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to existing as of the Closing Date secured by purchase money Liens(other than the Senior Notes or the Subordinated Debt) as referenced in Section 6.10 (and renewals, provided refinancings, replacements or extensions thereof on terms and conditions no more favorable, in the aggregate, to such Person than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the aggregate amount date of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstandingsuch renewal, refinancing, replacement or extension); (e) Subject Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business and to Sections 6.10the extent not current, accounts payable and in addition accrued expenses that are subject to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Datebona fide dispute; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan owing by one Credit Party to purchase goods and supplies another Credit Party or from vendors and (ii) any travel and entertainment card program established a Non-Material Subsidiary to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstandinga Credit Party; (g) purchase money Indebtedness arising from investments among Parent, (including Capital Leases) incurred by the Borrower or any Borrower of its Subsidiaries to finance the purchase of fixed assets (including equipment); provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $2,000,000 at any one time outstanding (including any such Indebtedness referred to in subsection (c) above); (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and any Subsidiary Loan Party that are permitted hereunder(iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository Hedging Agreements entered into in the ordinary course and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstandingfor speculative purposes; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16incurred in connection with the settlement of product liability litigation not to exceed $3 million, in the aggregate; (j) from the Closing Date to September 30, 1999, other unsecured Indebtedness not to exceed $2,000,000 at any one time; and (jk) (i) in from October 1, 1999 and thereafter, other unsecured Indebtedness if the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, incurrence of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do Indebtedness would not increase the outstanding principal amount cause a violation of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c7.2(a), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.

Indebtedness. IncurCreate, createincur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on under the Closing Date Loan Documents, any Secured Cash Management Agreements and set forth in Schedule 6.01any Secured Hedge Agreements; (b) Indebtedness arising hereunder outstanding on the date hereof and listed on Schedule 7.02, and any refinancings, refundings, renewals or evidenced extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder plus any accrued but unpaid interest thereon and (ii) the Loan Documents,direct or any contingent obligor with respect thereto is not changed as a result of or in connection with such refinancing, refunding, renewal or extension; (c) Indebtedness in respect of the Parent Capitalized Leases, Synthetic Lease Obligations and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by purchase money Liensobligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, provided that the aggregate principal amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of all such Indebtedness shall not exceed $3,000,000 5,000,000 at any time outstanding; (d) intercompany Indebtedness among the Consolidated Companies; provided that (i) any such Indebtedness owed by a Subsidiary that is not a Loan Party to a Loan Party shall be subject to the limitations set forth in Section 7.03(e), (ii) any such Indebtedness owed by a Loan Party shall be subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent and (iii) no such Indebtedness owed to a Loan Party shall be evidenced by a promissory note or other instrument unless pledged and delivered to the Administrative Agent pursuant to the Security Agreement as additional Collateral; (e) Guarantees by any Loan Party of Indebtedness of any other Loan Party; provided, that such Indebtedness is otherwise permitted by this Section 7.02; (f) obligations (contingent or otherwise) of any of the Consolidated Companies existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (g) unsecured Indebtedness arising from investments among Parentto sellers in respect of the purchase price for a Permitted Acquisition; provided, that such Indebtedness is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent and does not mature or require any Borrower and any Subsidiary Loan Party that are permitted hereunderprincipal repayments earlier than the date which is six months after the scheduled Maturity Date (“Permitted Seller Debt”); (h) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the ordinary course of business; (i) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts to the extent incurred in the ordinary course of business; (j) Indebtedness of any of the Consolidated Companies to former, future or current officers, directors, consultants or employees of any of the Consolidated Companies or their respective estates to finance the purchase or redemption of Equity Interests of Holdings; provided, that (i) the applicable Restricted Payment is permitted by Section 7.06, (ii) any such Indebtedness owed by a Loan Party shall be subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts Agent, and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided (iii) that the aggregate principal amount of all such Indebtedness shall not exceed $30,000,000 500,000 at any one time outstanding; (ik) Indebtedness consisting of unsecured Earnouts (including under interest rate protection agreements Deferred Earnout Notes), indemnification, adjustment of purchase price, non-competition, deferred compensation, working capital adjustments or similar adjustments incurred in connection with any Permitted Acquisition or a Disposition permitted by under Section 6.167.05; (l) customary reimbursement or indemnity obligations incurred in the ordinary course of business with respect to appeal bonds, performance bonds, bids, trade contracts, governmental contracts and leases (other than for the repayment of Indebtedness), statutory obligations, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; and (jm) (i) in the case non-cash accruals of Parentinterest, any Borrower accretion or Subsidiary Loan Party amortization of original issue discount and/or pay-in-kind interest with respect to Indebtedness described permitted under paragraphs this Section 7.02; (a)n) Indebtedness outstanding under the Existing Travel Cards for travel expenditures made in the ordinary course of business; provided, (b), (d), (e), (f), (g), (h) or that such Indebtedness (i) of this is either unsecured or secured only by Liens permitted under Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date7.01(u), (ii) are otherwise on terms consistent with prudent business practice was not carried over from a prior monthly billing cycle and then prevailing market practices and prices that Borrower reasonably anticipates that such Indebtedness will be timely repaid in full following the applicable geographic area end of the current monthly billing cycle, and (iii) does not exceed $1,000,000 in the case aggregate at any time; (o) Indebtedness in respect of the Existing Letters of Credit and any increases, extensions or renewals (automatic or otherwise) thereof, provided, that the aggregate face amount of such letters of credit shall not exceed $1,000,000 at any time; (p) Indebtedness described assumed in Section 6.01(c)connection with a Permitted Acquisition; provided, that such Indebtedness exists at the time such Permitted Acquisition is on terms consummated and conditions acceptable to the Administrative Agentis not created in contemplation thereof or in connection therewith; and (Bq) additional other unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in of the Loan Parties; provided, that the aggregate principal amount of all such Indebtedness shall not exceed $1,000,000 at any one time outstanding.

Indebtedness. IncurNeither the Borrower nor any of the Restricted Subsidiaries shall directly or indirectly, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing of any Loan Party under (i) the Loan Documents, (ii) the Term Loans (as defined in the Term Loan B Credit Agreement as in effect on the Closing Date) in an aggregate principal amount not to exceed (1) $500,000,000 plus (2) the aggregate principal amount of any Incremental Term Loans (as defined in the Term Loan B Credit Agreement) permitted to be incurred pursuant to the Term Loan B Credit Agreement as in effect on the Closing Date and (iii) the RBL Facility in an aggregate principal amount, together with any RBL Pari Debt, not to exceed the greater of (x) $250,000,000 and (y) the Borrowing Base (as defined in the RBL Credit Agreement as in effect on the date hereof); provided that the amount in this clause (a)(iii)(y) shall, during the applicable grace periods set forth in Schedule 6.01Section 5.2(b) of the RBL Credit Agreement (as in effect on the date hereof), be increased by the amount of any Borrowing Base Deficiency (as defined in the RBL Credit Agreement as in effect on the date hereof) and, in the case of clauses (ii) and (iii), any Permitted Refinancing thereof; (b) (i) Indebtedness arising hereunder outstanding on the Closing Date and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) Indebtedness owed to the Borrower or evidenced by any Restricted Subsidiary outstanding on the Closing Date and any refinancing thereof with Indebtedness owed to the Borrower or any Restricted Subsidiary in a principal amount that does not exceed the principal amount (or accreted value, if applicable) of the intercompany Indebtedness so refinanced; provided that all such Indebtedness of any Loan Documents,Party owed to any Person or Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Restricted Subsidiary in respect of Indebtedness of the Parent Borrower or any Restricted Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee of the RBL Facility, RBL Pari Debt, the Term Loan B Facility, Term Loan B Pari Debt or any Indebtedness constituting Junior Financing shall be permitted unless such guaranteeing party shall have also provided a Guaranty of the Obligations on the terms set forth herein and Denny’s Holding under (B) if the 10% Senior Notes Documents Indebtedness being Guaranteed is subordinated to the Obligations, such Guaranty shall be subordinated to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount subordination of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))such Indebtedness; (d) Indebtedness incurred by Parent, any of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party subsequent which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the Closing Date secured extent constituting an Investment permitted by purchase money Liens, Section 7.02; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Loan Party is subordinated in right of payment to the aggregate amount Loans (for the avoidance of doubt, any such Indebtedness permitted under this Section 6.0 1(e) owing to a Restricted Subsidiary that is not a Loan Party shall not exceed $10,000,000 at any one time outstandingbe deemed to be expressly subordinated in right of payment to the Loans unless the terms of such Indebtedness expressly provide otherwise); (e) Subject to Sections 6.10, and (i) other than as set forth in addition to Indebtedness permitted under Section 6.01(dthe following clause (iii), Capital Lease Obligations entered into Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Restricted Subsidiary prior to or within 365 days after the Closing Dateacquisition, construction, repair, replacement, lease or improvement of the applicable asset in an aggregate amount not to exceed the greater of $47,500,000 and 3.25% of Total Assets, in each case determined at the time of incurrence (together with any Permitted Refinancings thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m), (iii) Attributable Indebtedness (including Capitalized Leases) incurred from, or arising out of, financing the acquisition, replacement, lease or improvement of compressors (or similar equipment) in aggregate amount not to exceed the greater of $32,500,000 and 2.125% of Total Assets, in each case determined at the time of incurrence (together with any Permitted Refinancings thereof) at any time outstanding and (iv) any Permitted Refinancing of any of the foregoing; (f) Indebtedness arising subsequent to the Closing Date under in respect of Swap Contracts that, individually, or in pairings or groups, (i) any purchasing card program established are designed to enable headquarters and field staff of Parent hedge against the Borrower’s or any Subsidiary Loan Party Restricted Subsidiary’s exposure to purchase goods interest rates, foreign exchange rates or commodities pricing risks (including in respect of forecasted production) and supplies from vendors entered into Not For Speculative Purposes and (ii) any travel in connection with a proposed or pending acquisition of Oil and entertainment card program established Gas Properties (a “Proposed Acquisition”), in respect of incremental hedging contracts with respect to enable headquarters the Loan Parties’ reasonably anticipated projected production from the total Proved Reserves of the Borrower and field staff its Restricted Subsidiaries as forecast based upon the most recent Reserve Report having notional volumes not in excess of Parent 15% of the Loan Parties’ existing projected production prior to the consummation of such Proposed Acquisition (such that the aggregate shall not be more than 100% of the reasonably anticipated projected production prior to the consummation of such Proposed Acquisition) for a period not exceeding 36 months from the date such hedging arrangement is created during the period between (1) the date on which such Loan Party signs a definitive acquisition agreement in connection with a Proposed Acquisition and (2) the earliest of (A) the date of consummation of such Proposed Acquisition, (B) the date of termination of such Proposed Acquisition and (C) 90 days after the date of execution of such definitive acquisition agreement; provided however all such incremental hedging contracts permitted under this clause (ii) entered into with respect to a Proposed Acquisition must be terminated or unwound within 90 days following the date of termination of such Proposed Acquisition; (g) Indebtedness of the Borrower or any Restricted Subsidiary Loan Party (x) incurred or (y) assumed in connection with any Permitted Acquisition or similar Investment so long as, in the case of Indebtedness assumed pursuant to make payments for expenses clause (y) hereof, such Indebtedness is not incurred related in contemplation of such Permitted Acquisition or similar Investment, and any Permitted Refinancing thereof; provided that, after giving pro forma effect to travel such Permitted Acquisition or similar Investment and entertainmentthe assumption of such Indebtedness, provided that the aggregate amount of such Indebtedness shall does not exceed (x) the greater of $3,000,000 40,000,000 and 2.625% of Total Assets at any time outstanding; outstanding plus (gy) any additional amount of such Indebtedness arising from investments among Parentso long as (i) if such Indebtedness is unsecured, either (A) the Consolidated Total Net Leverage Ratio determined on Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness) would be lower than the Consolidated Total Net Leverage Ratio immediately prior thereto or (B) the Borrower would be permitted to incur $1.00 of Permitted Ratio Debt pursuant to clause (ii)(y) of the definition thereof, (ii) if such Indebtedness is secured, either (A) the Borrower would be entitled to incur $1.00 of Permitted Ratio Debt pursuant to clause (ii)(x) of the definition thereof or (B) solely with respect to Indebtedness assumed under clause (y) hereof, the Consolidated Secured Net Leverage Ratio determined on a Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness) would be lower than immediately prior thereto; provided that in the case of Indebtedness incurred pursuant to clause (x) hereof, any Borrower and such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Section 7.03(s) and 7.03(q), does not exceed in the aggregate at any time outstanding the greater of $47,500,000 and 3.25% of Total Assets, in each case determined at the time of incurrence and (iii) shall have a maturity date that are permitted hereunderis after the Latest Maturity Date at the time such Indebtedness is secured and have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Facilities; (h) Indebtedness owed representing deferred compensation to employees of the Borrower (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries incurred in the ordinary course of business; (i) Indebtedness consisting of promissory notes issued by the Borrower or any of its Restricted Subsidiaries to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) obligations in respect of Treasury Services Agreements and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts; (i) Indebtedness of the Borrower or any of its Restricted Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed (x) the greater of $67,500,000 and 4.50% of Total Assets at any time outstanding plus (y) 100% of the cumulative amount of the net cash proceeds and Cash Equivalent proceeds from the sale of Equity Interests (other than Excluded Contributions, proceeds of Disqualified Equity Interests or sales of Equity Interests to the Borrower or any of its Subsidiaries) of the Borrower or any direct or indirect parent of the Borrower after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital of the Borrower that has not been applied to incur debt pursuant to this clause (m)(y), to make Restricted Payments pursuant to Section 7.06 (other than pursuant to Section 7.06(h)(y)), to make Investments pursuant to clause 7.02(n), (v), (w), (y) or (z) or to make prepayments of subordinated indebtedness pursuant to Section 7.13 (other than 7.13(a)(iv)(y)) and (ii) Permitted Refinancing thereof; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) (i) secured Indebtedness incurred on (x) a pari passu basis with the Term Loan B Facility or (y) a pari passu or junior lien basis to the Facility, and (ii) unsecured Indebtedness, in an aggregate principal amount, when aggregated with the principal amount of Incremental Term Loans pursuant to Section 2.14(d)(v)(A) and the Incremental Term Loan B Base Amount at such time, not to exceed $150,000,000; provided that such Indebtedness shall (A) in the case of clause (i)(x) above, have a maturity date that is after the Latest Maturity Date at the time such Indebtedness is incurred, and in the case of clause (i)(y) and (ii) above, have a maturity date that is at least ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred, (B) have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Facilities, (C) if such Indebtedness is secured on a junior lien basis by a Loan Party, be subject to the RBL Intercreditor Agreement, the Term Loan Intercreditor Agreement and the Junior Lien Intercreditor Agreement and, if the Indebtedness is secured on a pari passu basis with the Term Loan B Facility or any Term Loan B Pari Debt or a pari passu basis with the Facilities, be (x) in the form of debt securities and (y) subject to the RBL Intercreditor Agreement, the Term Loan Intercreditor Agreement and, if applicable, the Pari Passu Lien Intercreditor Agreement and (D) have covenants and events of default (excluding, for the avoidance of doubt, pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions) that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of the conditions described in this clause (D) delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required from the Administrative Agent or any of its banking Affiliates in respect the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any overdrafts corresponding existing Facility); provided, further, that any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Sections 7.03(g) or 7.03(s), does not exceed in the aggregate at any time outstanding, the greater of $47,500,000 and related liabilities arising from treasury3.25% of Total Assets, depository and cash management services in each case determined at the time of incurrence; (r) Indebtedness associated with bonds or surety obligations required by any Law or by Governmental Authorities in connection with any automated clearing house transfers the operation of funds, provided that Oil and Gas Properties in the aggregate principal amount ordinary course of such Indebtedness shall not exceed $30,000,000 at any one time outstandingbusiness; (is) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, Permitted Ratio Debt and any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.Permitted Refin

Indebtedness. IncurNeither the Borrower nor any of the Restricted Subsidiaries shall directly or indirectly, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.01; of any Loan Party under (bi) Indebtedness arising hereunder or evidenced by the Loan Documents, , (cii) Indebtedness of the Parent and Denny’s Holding under ABL Credit Agreement in an aggregate principal amount not to exceed $475,000,000, (iii) the 10% Dollar Senior Notes Documents in an aggregate principal amount at any time outstanding not to exceed $175,000,000 less 1,040,000,000 and (iv) the Euro Senior Notes Documents in an aggregate principal amount not to exceed €235,000,000 and, in the case of principal payments made with respect thereto clause (ii), (iii) and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(jiv)), any Permitted Refinancing thereof; (db) (i) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to outstanding on the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(eand listed on Schedule 7.03(b) shall not exceed $10,000,000 at and any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors Permitted Refinancing thereof and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent Borrower or any Restricted Subsidiary outstanding on the Closing Date and any refinancing thereof with Indebtedness owed to the Borrower or any Restricted Subsidiary in a principal amount that does not exceed the principal amount (or accreted value, if applicable) of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, the intercompany Indebtedness so refinanced; provided that (x) any Indebtedness advanced by any Person that is not a Loan Party to any Loan Party pursuant to this clause (b) shall be subordinated in right of payment to the aggregate principal amount of such Loans and (y) any Indebtedness advanced by any Loan Party to any Person that is not a Loan Party shall not exceed $30,000,000 at any one time outstanding; either (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) be made in the case ordinary course of Parent, any Borrower business or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in be evidenced by a note pledged as Collateral on a first priority basis for the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount benefit of the Indebtedness Obligations, which note shall be in form and substance reasonably satisfactory to the Administrative Agent (it being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable understood that an Intercompany Note shall be satisfactory to the Administrative Agent); (c) Guarantees by the Borrower and any Restricted Subsidiary in respect of Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower otherwise permitted hereunder; and provided that (A) no Guarantee (other than Guarantees by a Foreign Subsidiary of Indebtedness of another Foreign Subsidiary) of any Senior Notes, the ABL Credit Agreement (other than Canadian Subsidiaries which guarantee Indebtedness under the ABL Credit Agreement) or any Indebtedness constituting Junior Financing with a principal amount in excess of the Threshold Amount shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) additional unsecured if the Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in principal amount at any one time outstanding.the subordination of such Indebtedness;

Indebtedness. IncurCreate, createissue, assume incur, assume, become liable in respect of or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.01of any Loan Party pursuant to any Loan Document; (b) subject to Section 6.11, Indebtedness arising hereunder of any Borrower to any Subsidiary and of any Subsidiary to any Borrower or evidenced by the Loan Documents,any other Subsidiary; (c) Indebtedness Guarantee Equivalents incurred in the ordinary course of business by any of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at Borrowers or any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its their Subsidiaries of obligations (other than repurchases and refinancings permitted under Section 6.01(j))Indebtedness) of any Borrower or any Subsidiary; (d) Indebtedness incurred by Parentoutstanding on the date hereof and listed on Schedule 6.2(d) and any refinancings, any Borrower refundings, renewals or any Subsidiary Loan Party subsequent to extensions thereof (without increasing, or shortening the Closing Date secured by purchase money Liensmaturity of, provided that the aggregate principal amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstandingthereof); (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after of the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under Borrowers or their Subsidiaries constituting (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and Capital Lease Obligations, (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent Indebtedness secured by purchase money Liens described in Section 6.3(g), or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment(iii) secured Indebtedness described in Section 6.3(f); provided, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such outstanding Indebtedness described in this Section 6.2(e) shall not exceed $30,000,000 75,000,000 (or the equivalent in any currency) at any one time outstandingtime; (if) Guarantee Equivalents incurred by the Company for the obligations of its Subsidiaries under any Indebtedness under interest rate protection agreements of such Subsidiaries otherwise permitted hereunder; (g) other unsecured Indebtedness for borrowed money of the Company (and not of any Subsidiary) incurred by Section 6.16the Company after the Closing Date; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) additional Indebtedness of the Borrowers or any of their Subsidiaries; provided, that the aggregate principal amount (i) of this Section 6.01 and (ii) in for the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, Borrowers and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, Subsidiaries) of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase together with the aggregate outstanding principal amount of the Indebtedness being renewedAttributable Debt in respect of Qualified Receivables Transactions, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness shall not otherwise permitted by this Section 6.01 aggregating not more than exceed $10,000,000 in principal amount 350,000,000 at any one time outstanding.

Indebtedness. IncurThe Credit Parties will not permit any Consolidated Party to contract, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness existing on arising under this Credit Agreement and the Closing Date and set forth in Schedule 6.01other Credit Documents; (b) Indebtedness arising hereunder or evidenced by of the Loan Documents,Consolidated Parties set forth in Schedule 8.1 (and renewals, refinancings and extensions thereof); (c) purchase money Indebtedness (including obligations in respect of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (dCapital Leases or Synthetic Leases) Indebtedness hereafter incurred by Parent, any Borrower or any Subsidiary Loan Consolidated Party subsequent to finance the Closing Date secured by purchase of fixed assets provided that (i) the total of all such purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e(including any such purchase money Indebtedness referred to in subsection (b) above) shall not exceed an aggregate principal amount of $10,000,000 at any one time outstanding; (ii) such purchase money Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such purchase money Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (d) obligations of the Consolidated Parties in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (e) Subject other unsecured Indebtedness of the Consolidated Parties in an amount not to Sections 6.10, and exceed $5,000,000 in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Dateaggregate at any one time; (f) the Subordinated Debt; (g) unsecured intercompany Indebtedness arising subsequent owing by a Consolidated Party to a Credit Party (permitted under Section 8.6); (h) obligations of Meridian or any of its Subsidiaries with respect to any letter of credit, bond or other surety provided for the account of Meridian or any of its Subsidiaries to support Meridian's or any of its Subsidiaries' obligations to the Closing Date under French VAT authorities; provided, that (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness obligations shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates 6,000,000 in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of and (ii) such Indebtedness shall not exceed $30,000,000 at any one time outstanding;have a cross-default to the Indebtedness arising under this Credit Agreement and the other Credit Documents; and (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstandingMeridian Loan.

Indebtedness. IncurCreate, createissue, assume incur, assume, become liable in respect of or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.01of any Loan Party pursuant to any Loan Document; (b) intercompany Indebtedness arising hereunder or incurred pursuant to any Investment permitted by Section 7.7(f) so long as any such Indebtedness owing by a Loan Party to any Person other than a Loan Party shall, in each case, be evidenced by an Intercompany Subordinated Note (other than, and solely to the Loan Documents,extent that, such Intercompany Subordinated Note would be prohibited by any law or regulation of a jurisdiction where any such Person that is a Foreign Subsidiary is located or organized); (c) Indebtedness unsecured Guarantee Obligations incurred in the ordinary course of business by (i) the Borrower or any of its Subsidiaries of obligations of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at Borrower or any time outstanding Guarantor or (ii) any Subsidiary that is not to exceed $175,000,000 less the aggregate amount Loan Party of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))any obligations of a Subsidiary that is not a Loan Party; (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to outstanding on the Closing Date (after giving effect to the occurrence of the Effective Date) and listed on Schedule 7.2(d); (e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by purchase money Liens, provided that the Liens permitted by Section 7.3(g) in an aggregate principal amount of Indebtedness permitted under this Section 6.0 1(e) shall not to exceed $10,000,000 50,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) additional Indebtedness arising subsequent of the Borrower or any of its Subsidiaries in an aggregate principal amount not to exceed (x) with respect to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors Parties, $35,000,000 and (iiy) any travel and entertainment card program established with respect to enable headquarters and field staff of Parent or any Subsidiary Subsidiaries that are not Loan Party to make payments for expenses incurred related to travel and entertainmentParties, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 150,000,000, in each case, at any one time outstanding; (g) Indebtedness arising from investments among Parentof the Borrower or any of its Subsidiaries in respect of workers’ compensation claims, any Borrower self-insurance obligations, performance, bid and any Subsidiary Loan Party that are permitted hereundersurety bonds and completion guaranties, in each case in the ordinary course of business; (h) Indebtedness owed to of the Administrative Agent Borrower or any of its banking Affiliates Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by the Borrower or such Subsidiary in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five Business Days; (i) letters of credit issued for the account of any Group Member (including Specified Letters of Credit), so long as the sum of (i) the aggregate undrawn face amount thereof, (ii) any unreimbursed obligations in respect thereof and (iii) the aggregate amount of pledges and deposits made pursuant to Section 7.3(t) below does not exceed $225,000,000 at any time; (j) obligations of Chinese Subsidiaries in respect of Chinese Acceptance Notes in the ordinary course of business; (k) Indebtedness of a joint venture (including a joint venture which is treated as a Subsidiary as a result of FASB Interpretation No. 46 issued by the Financial Accounting Standards Board) as long as such Indebtedness is non-recourse to the Borrower or any overdrafts and related liabilities arising from treasury, depository and other Subsidiary of the Borrower in an aggregate principal amount not to exceed $150,000,000 at any time; (l) Indebtedness incurred by any Group Member other than a Loan Party pursuant to working capital lines of credit or any overdraft line or other cash management services system in an aggregate outstanding principal amount for all such Group Members at the close of business on any day not to exceed $150,000,000; (i) Indebtedness of the Borrower in respect of the Second Lien Term Loan Agreement in an aggregate principal amount not to exceed $600,000,000, plus (x) interest thereon that is paid-in-kind and (y) any additional amount permitted under the Intercreditor Agreement, and (ii) Guarantee Obligations of any Guarantor in respect of such Indebtedness; (n) Indebtedness under tax-favored or in connection with any automated clearing house transfers of funds, government-sponsored financing transactions; provided that (i) the terms of such transactions and the Group Members party thereto have been approved by the Administrative Agent, (ii) such Indebtedness is not senior in right of payment to the Obligations, (iii) any Lien on Collateral arising pursuant to such transactions is subordinated to the Liens on the Collateral securing the Obligations and (iv) the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 75,000,000 at any one time outstandingtime; (io) Indebtedness under interest rate protection agreements permitted incurred by Section 6.16; andany Group Member in order to finance Permitted Acquisitions; (jp) Seller Debt and Earn-outs incurred in connection with Permitted Acquisitions; provided, that such Seller Debt or Earn-outs shall be subordinated and/or restricted in a manner reasonably satisfactory to the Administrative Agent at the time they are contemplated to be incurred; (q) Indebtedness of a Subsidiary of the Borrower acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness); provided that (i) such Indebtedness was not incurred in the case connection with, or in anticipation or contemplation of, such Permitted Acquisition, and (ii) such Indebtedness does not constitute debt for borrowed money, it being understood and agreed that Capitalized Lease Obligations and purchase money Indebtedness shall not constitute debt for borrowed money for purposes of Parent, any Borrower or Subsidiary Loan Party this subclause (ii); (r) contingent obligations with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 7.7 and purchasers in connection with Dispositions permitted under Section 7.5; (s) provided that no Event of Default shall have occurred and be continuing or would occur as a consequence thereof, Indebtedness described which serves to refund, replace, extend repurchase, redeem or refinance any Indebtedness permitted under paragraphs (a), (b), (d), (e), (f), (g), (ho) or (q) above, or any Indebtedness issued to so refund, replace, extend, repurchase or refinance such Indebtedness, including, in each case, additional Indebtedness incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (collectively, the “Permitted Refinancing Indebtedness”) at or prior to its respective maturity; provided, however, that: (i) the weighted average life to maturity of this Section 6.01 and such Permitted Refinancing Indebtedness shall not be shorter than the weighted average life to maturity of such refinanced Indebtedness at the time of such refunding or refinancing; (ii) in to the case of Parent and Denny’s Holdingextent such Permitted Refinancing Indebtedness refinances Indebtedness subordinated or pari passu to the Obligations, with respect such Permitted Refinancing Indebtedness is subordinated or pari passu to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time the Obligations at least to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of same extent as the Indebtedness being renewedrefunded or refinanced; (iii) such Permitted Refinancing Indebtedness shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness being refunded, replaced, extended, modified repurchased, redeemed or refinancedrefinanced (including any premium, expenses, costs and fees incurred in connection with such refund, replacement or shorten refinancing); (iv) the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, obligors in respect of such Permitted Refinancing Indebtedness (iiincluding in their capacities as primary obligor and guarantor) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in same as for the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agentbeing refinanced; and (Bv) additional any Liens securing such Permitted Refinancing Indebtedness are not extended to any property which does not secure the Indebtedness being refinanced; and (t) unsecured Indebtedness not otherwise permitted by this and unsecured Guarantee Obligations of any Loan Party in respect of such unsecured Indebtedness so long as the Net Cash Proceeds thereof are applied to prepay the Loans in accordance with Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding2.9(a).

Indebtedness. IncurCreate, createincur, assume or permit suffer to exist any Indebtedness (exclusive of trade debt) except in respect of (i) the Obligations; (ii) Indebtedness owed by one Loan Party to another Loan Party; (iii) Capital Financing Indebtedness; provided, except: that, the total amount of all Indebtedness incurred pursuant to this clause (aiii) at any time outstanding shall not exceed $5,000,000; (iv) Indebtedness incurred in connection with Permitted Investments, (v) unsecured Indebtedness in an aggregate outstanding principal amount at any time not to exceed $500,000, (vi) Indebtedness existing on the Closing Date and set forth in identified on Schedule 6.01; 7.8, (bvii) Indebtedness arising hereunder or evidenced by the Loan Documents, (c) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents Permitted Subordinated Debt in an aggregate principal amount at any time outstanding not to exceed $175,000,000 less 5,000,000 (which amount, for avoidance of doubt, shall not include any Permitted ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment constituting Indebtedness and any Indebtedness between Loan Parties) and, to the aggregate amount extent not exceeding, in principal amount, the Maximum Principal Amount of principal payments made with respect thereto and repurchases thereof by Term Loan Debt (as defined in the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (dIntercreditor Agreement) Indebtedness incurred by Parentunder the Term Loan Documents, any Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (gviii) Indebtedness arising from investments among Parentthe endorsement of instruments for deposit, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent honoring by a bank or any other institution of its banking Affiliates a check, draft or similar instrument drawn against insufficient funds, so long as the same is covered within 5 Business Days, or consisting of obligations in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or overdraft protection, (ix) Indebtedness owing to any insurance company in connection with the financing of any automated clearing house transfers insurance premiums permitted by such insurance company in the ordinary course of fundsbusiness, provided that (x) Indebtedness arising as an account party in respect of trade letters of credit issued in the aggregate ordinary course of business, (xi) unsecured Indebtedness arising under Hedge Agreements entered into for bona fide hedging purposes and not for speculation, (xii) refinancings of any of the foregoing Indebtedness which do not increase the principal amount of such Indebtedness shall and are on terms (including pricing) not exceed $30,000,000 at less favorable to the applicable Loan Party than the existing Indebtedness being refinanced, (xiii) the ▇▇▇▇▇▇▇ Earnout Payment and any one time outstanding; (i) Indebtedness under interest rate protection agreements other earnout or other similar deferred purchase price payment obligations incurred in connection with a Permitted Acquisition to the extent permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 7.7 and (iixiv) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable Permitted ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investments to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstandingextent constituting Indebtedness.

Indebtedness. IncurNo Credit Party will, nor will any Credit Party permit any of its Subsidiaries to, contract, create, incur, assume or permit suffer to exist any IndebtednessIndebtedness of the Credit Parties or any of their respective Subsidiaries, except: (a) Indebtedness existing on incurred under this Agreement and the Closing Date and set forth in Schedule 6.01other Loan Documents; (b) the Indebtedness arising hereunder set forth on Schedule 7.04 hereto, and any refinancing, extension, renewal or evidenced refunding of any such Indebtedness not involving an increase in the principal amount thereof; (i) Indebtedness consisting of Capitalized Lease Obligations of the Credit Parties and their Subsidiaries, (ii) Indebtedness secured by a Lien referred to in Section 7.03(d), and (iii) any refinancing, extension, renewal or refunding of any such Indebtedness not involving an increase in the Loan Documents, principal amount thereof, provided the aggregate outstanding principal amount (using Capitalized Lease Obligations in lieu of principal amount, in the case of any Capital Lease) of Indebtedness permitted by this subpart (c) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount shall not exceed $2,000,000 at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))time; (d) Indebtedness incurred any intercompany loans (i) made by Parent, any the Borrower or any Subsidiary Loan Credit Party subsequent to any Credit Party, (ii) made by any Non-Credit Party to any other Non-Credit Party, (iii) made by any Credit Party to any Non-Credit Party in an aggregate amount with all of the Closing Date secured loans made pursuant to this clause (iii) not to exceed $2,000,000, and (iv) made by purchase money Liensa Non-Credit Party to a Credit Party, provided that the aggregate amount of Indebtedness permitted such intercompany loans under this Section 6.0 1(eclause (iv) shall not exceed $10,000,000 at any one time outstandingconstitute Subordinated Indebtedness and be subject to a subordination agreement satisfactory to the Administrative Agent; (e) Subject to Sections 6.10Indebtedness of the Borrower and its Subsidiaries under Hedge Agreements, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations provided such Hedge Agreements have been entered into after in the Closing Dateordinary course of business and not for speculative purposes; (f) Indebtedness arising subsequent constituting Guaranty Obligations permitted by Section 7.05; (g) other unsecured Indebtedness of the Borrower to the Closing Date under extent not permitted by any of the foregoing subparts, provided that (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and all such Indebtedness constitutes Subordinated Indebtedness, (ii) no Default or Event of Default shall then exist or immediately after incurring any travel of such Indebtedness will exist, (iii) the documentation with respect to such Indebtedness shall be in form and entertainment card program established substance satisfactory to enable headquarters the Administrative Agent, (iv) the Borrower and field staff its Subsidiaries shall be in compliance with the financial covenants set forth in Section 7.07 both immediately before and after giving pro forma effect to the incurrence of Parent such Indebtedness, and (v) the aggregate outstanding principal amount of Indebtedness permitted by this subpart (g) shall not exceed $5,000,000 at any time; (h) additional unsecured Indebtedness of the Borrower or any Subsidiary Loan Party of its Subsidiaries to make payments for expenses incurred related to travel and entertainmentthe extent not permitted by any of the foregoing clauses, provided that the aggregate outstanding principal amount of all such Indebtedness shall does not exceed $3,000,000 2,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding;time; and (i) purchase money Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) incurred in connection with the acquisition of inventory in the case ordinary course of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstandingbusiness.

Indebtedness. IncurThe Borrowers will not, nor will they permit any of their Subsidiaries to, create, assume incur or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on the Closing Date The Loans and set forth in Schedule 6.01;any other Obligations. (b) Indebtedness arising hereunder existing on the date hereof and described in Schedule 6.11 and any renewal, extension or evidenced by refinancing of such Indebtedness that does not increase the Loan Documents,principal amount thereof in excess of accrued interest and any applicable prepayment fees then owing. (c) Indebtedness of the Parent and Denny’s Holding arising under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j));non-speculative Rate Management Transactions. (d) Receivables Transaction Attributed Indebtedness incurred by not to exceed the principal amount of $175,000,000, any performance guaranties directly related thereto, and any notes owing from (i) special-purpose entities to any Subsidiaries of the Parent or (ii) any Subsidiary of the Parent to any other Subsidiary of the Parent, any Borrower in each case that have sold or any Subsidiary Loan Party subsequent conveyed accounts receivable to such special-purpose entities or such Subsidiary, as applicable, which such notes are subordinated to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at indebtedness owing to any one time outstanding;financial institution or investor providing financing for Qualified Receivables Transactions. (e) Subject to Sections 6.10, and in addition to Subordinated Indebtedness permitted under pursuant to Section 6.01(d), Capital Lease Obligations entered into after the Closing Date;6.19. (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters Notes Payable and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of fundsCapitalized Lease Obligations, provided that the aggregate principal amount of such Indebtedness shall does not exceed $30,000,000 325,000,000 at any one time outstanding;. (g) Indebtedness of any Loan Party to any other Loan Party. (h) Unsecured Indebtedness of any Borrower to any non-Loan Party and any Guarantor to any non-Loan Party, provided that in each case, the payment of such Indebtedness shall be subordinated to payment of the Secured Obligations to the written satisfaction of the Administrative Agent or the Required Lenders. (i) Unsecured Indebtedness of any non-Guarantor to any Borrower or any Guarantor, provided that the aggregate amount of such Indebtedness, taken together with the Investments permitted under interest rate protection agreements permitted by Section 6.16; and6.14(i), does not exceed $20,000,000 at any time outstanding. (j) Sale and Leaseback Transactions permitted pursuant to Section 6.21. (ik) To the extent constituting Indebtedness, lease obligations of any Subsidiary of Parent in connection with the IDB Transactions. (l) Indebtedness in connection with insurance premium financing in the case ordinary course of Parentbusiness. (m) Contingent Obligations in respect of any Indebtedness otherwise permitted under this Section 6.11. (n) Indebtedness in respect of judgments not rising to an Event of Default. (o) Indebtedness in respect of performance bonds, bid bonds, appeal bonds and completion guaranties and similar obligations for the account of any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a)any Subsidiary, (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in each case arising in the case ordinary course of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01:business. (Ap) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in clauses (a) through (o) above, provided that the aggregate principal amount of such other Indebtedness does not exceed $50,000,000 at any one time outstanding.

Indebtedness. IncurThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.01created hereunder; (b) Indebtedness arising hereunder or evidenced by existing on the Loan Documents,date hereof and set forth in Schedule 6.1 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (c) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents (i) a Loan Party owed to another Loan Party, (ii) a Subsidiary not a Loan Party hereunder owed to a Loan Party in an aggregate amount at any time outstanding not to exceed $175,000,000 less 2,000,000 in the aggregate amount of principal payments made with respect thereto for all such non-Loan Party Subsidiaries and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))iii) a Loan Party owed to a Subsidiary not a Loan Party hereunder; (d) Guarantees by the Borrower of Indebtedness incurred of any Subsidiary and by Parent, any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; (e) Indebtedness of the Borrower or any Subsidiary Loan Party subsequent incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the Closing Date secured by purchase money Liensacquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted under by this Section 6.0 1(eclause (e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 2,000,000 at any time outstanding; (gf) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and related liabilities arising from treasury, depository and cash management services is not created in contemplation of or in connection with any automated clearing house transfers of funds, provided that such Person becoming a Subsidiary and (ii) the aggregate principal amount of such Indebtedness permitted by this clause (f) shall not exceed $30,000,000 1,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (jg) (i) other unsecured Indebtedness in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding an aggregate principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than exceeding $10,000,000 in principal amount 1,000,000 at any one time outstanding.

Indebtedness. IncurThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit suffer to exist or otherwise become or be liable in respect of any Indebtedness, exceptother than, without duplication, the following: (a) Indebtedness existing on in respect of the Closing Date Loans and set forth in Schedule 6.01other Obligations; (b) until the date of the initial Borrowing, Indebtedness arising hereunder or evidenced by the Loan Documents,identified in Part A of Schedule 6.17; (c) Indebtedness Indebtedness, including Subordinated Debt, existing as of the Parent Sixth Amended and Denny’s Holding under the 10% Senior Notes Documents Restated Effective Date which is identified in an aggregate amount at Part B of Schedule 6.17, but without giving effect to any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))extensions, renewals or refinancing thereof; (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent in respect of Liens to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness extent permitted under this in Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding7.2.3(c); (e) Subject to Sections 6.10unsecured Indebtedness incurred in the ordinary course of business (including open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services, and in addition to but excluding Indebtedness permitted under Section 6.01(dincurred through the borrowing of money or Contingent Liabilities), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent Indebtedness, in respect of Capitalized Lease Liabilities, at any one time not to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that exceed in the aggregate $13,000,000 less the amount of such any Indebtedness shall not exceed $3,000,000 at any time outstandingwhich is outstanding and permitted solely under subsection 7.2.3.(c); (g) Indebtedness arising from investments among Parentconsisting of intercompany loans, guarantees and advances made by the Borrower to any Credit Party or by such Credit Party to the Borrower or another Credit Party (“Credit Party Intercompany Loans”), provided that (i) if requested by the Agent, the payor Credit Party shall have executed and delivered to the payee Credit Party a demand note (the “Credit Party Intercompany Note”) to evidence any such Credit Party Intercompany Loan, which Credit Party Intercompany Note shall be in form and substance satisfactory to Agent pledged to the Agent pursuant to the relevant Collateral Documents as additional collateral security for the Obligations, (ii) the payee Credit Party shall record all Credit Party Intercompany Loans on its books and records in a manner satisfactory to Agent, and (iii) at the time any such Credit Party Intercompany Loan is made by a payee Credit Party and after giving effect thereto, each of the payee Credit Party and the payor Credit Party shall be Solvent; (h) Subordinated Debt of the Borrower issued to the seller of a Target in connection with a Permitted Acquisition, such Indebtedness to be on terms and conditions reasonably satisfactory to the Agent (the Agent hereby acknowledges and agrees that the subordination provisions contained in the Subordinated Debt existing as of the date hereof are satisfactory); (i) Subordinated Debt of the Borrower, such Subordinated Debt to mature no earlier than one year after the Maturity Date and shall otherwise be on terms and conditions reasonably satisfactory to the Agent (the Agent hereby acknowledges and agrees that the subordination provisions contained in the Subordinated Debt existing as of the date hereof are satisfactory); (j) Indebtedness of the Borrower constituting unpaid minority interests to a Provider in connection with a Permitted Acquisition, such Indebtedness to be on terms and conditions reasonably satisfactory to the Agent; (k) Indebtedness of a Target which exists at the time such Target is the subject of a Permitted Acquisition, which Indebtedness is assumed by the Credit Party which is a party to such Permitted Acquisition and is otherwise permitted pursuant to this Section 7.2.2; (l) Indebtedness represented by the Investments described in Section 7.2.5(h); and (m) Indebtedness in an amount not to exceed $16,000,000 in the aggregate at any one time outstanding and $3,000,000 to any individual Minority ASC Entity or Non-Wholly Owned Subsidiary (other than NovaMed of New Albany) at any one time outstanding, in each case when aggregated with amounts outstanding pursuant to clause (o) below, consisting of intercompany loans and advances made by the Borrower or any Subsidiary to any Minority ASC Entity or Non-Wholly Owned Subsidiary or by a Minority ASC Entity or Non-Wholly Owned Subsidiary to the Borrower or any other Subsidiary (“Non-Credit Party Intercompany Loans”), provided that (i) the payor shall have executed and delivered to the payee a note (the “Non-Credit Party Intercompany Note”) to evidence any such Non-Credit Party Intercompany Loan, which Non-Credit Party Intercompany Note shall be in form and substance satisfactory to Agent pledged to the Agent pursuant to the relevant Collateral Documents as additional collateral security for the Obligations, (ii) the payee shall record all Non-Credit Party Intercompany Loans on its books and records in a manner satisfactory to Agent, and (iii) at the time any such Non-Credit Party Intercompany Loan is made by a payee and after giving effect thereto, each of the payee and the payor shall be Solvent; (n) Indebtedness consisting of Non-Credit Party Intercompany Loans in excess of the amounts permitted by clauses (m) or (o) of this Section 7.2.2, but in any event not to exceed $24,000,000 in the aggregate when aggregated with amounts outstanding and permitted by clauses (m) or (o) of this Section 7.2.2; provided, that are any such Non-Credit Party Intercompany Note permitted pursuant to this clause (n) shall be secured by a perfected first priority lien on the assets of such Minority ASC Entity or Non-Wholly Owned Subsidiary, as applicable, the scope of which lien shall be satisfactory to the Agent and which lien shall be assigned to the Agent; (o) Indebtedness consisting of guarantees by the Borrower or any Credit Party of the obligations of any Non-Wholly Owned Subsidiary or Minority ASC Entity (other than NovaMed of New Albany), in any event not to exceed $24,000,000 in the aggregate at any one time outstanding and $3,000,000 to any individual Non-Wholly Owned Subsidiary or Minority ASC Entity (other than NovaMed of New Albany), in each case when aggregated with Indebtedness outstanding under clause (m) above; (p) Indebtedness of Borrower or any ASC Subsidiary owing to the seller of the equity interests of a Non-Wholly-Owned ASC Subsidiary or Minority ASC Subsidiary of the Borrower as part of the purchase price with respect to an ASC Subsidiary Capital Event otherwise permitted hereunder; (hq) Indebtedness owed of NovaMed of New Albany in an amount not to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or exceed $4,000,000 incurred in connection with any automated clearing house transfers the Surgicare of funds, Jeffersonville Acquisition and for working capital purposes; (r) Indebtedness of Borrower consisting of a guarantee of the Indebtedness of NovaMed of New Albany permitted under clause (q) of this Section 7.2.2. provided that the aggregate principal amount such guarantee is limited to a pro rata portion of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) equal to Borrower’s owned pro rata portion of the outstanding equity interests of NovaMed of New Albany; provided, however, that no Indebtedness under interest rate protection agreements otherwise permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), clauses (d), (e), (f), (g), (h), (i), (j), (k), (l), (m), (n), (o) or (ip) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holdingshall be permitted if, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable giving effect to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at incurrence thereof, any one time outstandingDefault shall have occurred and be continuing.

Indebtedness. IncurCreate, createincur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on under the Closing Date and set forth in Schedule 6.01; Loan Documents; (b) Indebtedness arising hereunder or evidenced by outstanding on the Loan Documents, (c) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parentdate hereof andFirst Amendment Effective Date and, any Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by purchase money Liensextent in excess of $250,000,000 in the aggregate, listed on Schedule 7.02Error! Reference source not found. and any rRefinancings, refundings, renewals or extensions thereof; provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall is not exceed $3,000,000 increased at any the time outstanding; (g) Indebtedness arising from investments among Parentof such refinancing, any Borrower refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts fees and related liabilities arising from treasuryexpenses reasonably incurred, depository and cash management services or in connection with such refinancing and by an amount equal to any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16existing commitments unutilized thereunder; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holdingany other such Indebtedness of the Company, with no Subsidiary of the Company that is not a Subsidiary Guarantor shall become liable in respect to of such Indebtedness described in paragraph a refinancing, refunding, renewal or extension thereof; Indebtedness in respect thereof; (c) of this Section 6.01:) (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount Indebtedness (other than Guarantees) of the Indebtedness being renewed, extended, modified any Loan Partythe Facility Guarantor or refinanced, any Subsidiary of any Loan Partythe Facility Guarantor owing to any Loan Partythe Facility Guarantor or shorten the maturity thereof to a date earlier than one year after the Term any Subsidiary of any Loan Maturity Date, Partythe Facility Guarantor; and (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices Guarantees of any Loan Partyby the Facility Guarantor or any Subsidiary of any Loan Partythe Facility Guarantor in the applicable geographic area and (iii) in the case respect of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to of the Administrative Agent; and (B) additional unsecured Indebtedness not Facility Guarantor or any Subsidiary of the Facility Guarantor otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.hereunder;

Indebtedness. IncurCreate, createissue, assume incur, assume, become liable in respect of or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.01of any Group Member pursuant to any Loan Document or Bank Services Agreement or FX Contract; (b) Indebtedness arising hereunder or evidenced by of (i) any Loan Party owing to any other Loan Party, and (ii) any Group Member that is not a Loan Party to any other Group Member that is not a Loan Party to fund working capital requirements in the Loan Documents,ordinary course of business not inconsistent with past practices; (c) Guarantee Obligations (i) of any Loan Party of the Indebtedness of any other Loan Party; (ii) of any Subsidiary (which is not a Loan Party) of the Parent and Denny’s Holding under Indebtedness of any Loan Party, or (iii) by any Subsidiary (which is not a Loan Party) of the 10% Senior Notes Documents Indebtedness of any other Subsidiary (that is not a Loan Party), provided that, in an aggregate amount at any time outstanding not to exceed $175,000,000 less case (i), (ii) or (iii), the aggregate amount of principal payments made with respect thereto and repurchases thereof Indebtedness so guaranteed is otherwise permitted by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))terms hereof; (d) Indebtedness incurred by Parent, outstanding on the date hereof and listed on Schedule 7.2(d) and any Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Permitted Refinancing Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstandingin respect thereof; (e) Subject to Sections 6.10Indebtedness (including, and in addition to Indebtedness permitted under Section 6.01(d)without limitation, Capital Lease Obligations entered into after Obligations) secured by Liens permitted by Section 7.3(g) in an aggregate principal amount not to exceed at any one time outstanding the Closing Dategreater of $10,000,000 and 10% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the latest four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.1 (and any Permitted Refinancing Indebtedness in respect thereof); (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding[reserved]; (g) unsecured Subordinated Indebtedness arising from investments among Parent, owed to a seller in connection with an acquisition not to exceed at any Borrower one time outstanding the greater of $10,000,000 and any Subsidiary Loan Party that are permitted hereunder10% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the latest four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.1; (h) Indebtedness owed to the Administrative Agent consisting of any Earn Out Obligations or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or working capital adjustments in connection with the Acquisition or any automated clearing house transfers of funds, provided that Permitted Acquisition (to the aggregate principal amount of extent any such Indebtedness shall not exceed $30,000,000 at any one time outstandingpayment obligations constitute Indebtedness); (i) obligations (contingent or otherwise) of the Loan Parties and their respective Subsidiaries existing or arising under any Swap Agreement, provided that such obligations are (or were) entered into by such Person in accordance with Section 7.12 and not for purposes of speculation; (j) Guarantee Obligations of the Borrower in respect of obligations (other than Indebtedness) of any Subsidiary of the Borrower, which Guarantee Obligations are not otherwise prohibited pursuant to the terms of this Agreement or, as applicable, any other Loan Document; provided that any such Guarantee Obligation is incurred by the Borrower in the ordinary course of business consistent with past practice; (k) Indebtedness under interest rate protection agreements owing to trade creditors that is incurred in respect of surety bonds and similar obligations in the ordinary course of business and consistent with past practice; (l) Indebtedness of any Group Member in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, incurred in the ordinary course of business and not for overdue amounts; (m) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (n) Indebtedness of Foreign Subsidiaries not to exceed at any one time outstanding the greater of $10,000,000 or 10% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the latest four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.1; (i) secured Indebtedness of any Person that becomes, and continues as, a Subsidiary of any Loan Party after the Closing Date, and secured Indebtedness in respect of assets acquired after the Closing Date pursuant to an acquisition permitted hereunder and existing at the time of such asset acquisition; provided that (A) no such Indebtedness is created in contemplation of such asset acquisition, (B) any such Indebtedness, as applicable, remains Indebtedness of such acquired Subsidiary and not of any other Loan Party, and (C) immediately before and immediately after giving effect to the incurrence of such secured Indebtedness, no Default or Event of Default shall have occurred and be continuing (including any Event of Default arising from any failure to comply with the financial covenant set forth in Section 7.1), such calculation to be determined on a pro forma basis based on the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b) (or, prior to the date financial statements are first delivered to the Administrative Agent pursuant to Section 6.1, on the basis of the Pro Forma Financial Statements) (giving pro forma effect to such acquisition, as if such acquisition was consummated as of the last day of the period as to which such financial information relates); and (ii) (A) unsecured Indebtedness of any Person that becomes, and continues as, a Subsidiary of any Loan Party after the date hereof, and (B) unsecured Indebtedness in respect of assets acquired pursuant to an acquisition permitted hereunder and existing at the time of such asset acquisition; provided that (1) no such unsecured Indebtedness permitted by this clause (ii) is created in contemplation of such asset acquisition, and (2) immediately before and immediately after giving effect to the incurrence of any such unsecured Indebtedness permitted by this clause (ii), no Default or Event of Default shall have occurred and be continuing (including without limitation any Event of Default arising from any failure to comply with the financial covenant set forth in Section 6.167.1), such calculation to be determined on a pro forma basis based on the financial information most recently delivered to the Administrative Agent pursuant to Section 6.1(a) or (b) (or, prior to the date financial statements are first delivered to the Administrative Agent pursuant to Section 6.1, on the basis of the Pro Forma Financial Statements); provided, that the aggregate amount of all such Indebtedness permitted by this clause (o) shall not exceed the greater of $10,000,000 and 10% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the latest four fiscal quarter period for which financial statements have been delivered to Section 6.1 at any time outstanding. (p) Indebtedness of the Borrower and any Subsidiary of the Borrower, including any Permitted Refinancing Debt in respect thereof; provided, that in the case of each incurrence of such Indebtedness: (i) no Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Indebtedness; (ii) the Consolidated Leverage Ratio shall not exceed 5.00 to 1.00, calculated on a pro forma basis after giving effect to the incurrence of such Indebtedness and use the proceeds thereof; (iii) not more than the greater of $20,000,000 and 20% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the latest four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.1 of such Indebtedness shall be incurred (and be outstanding) by Subsidiaries of the Borrower that are not Loan Parties. (q) Indebtedness incurred on or after the Closing Date by any Subsidiary (including any Foreign Subsidiary) that is not a Loan Party and owing to a Loan Party; provided that no Indebtedness incurred at any time in reliance on this clause (q) shall cause the Foreign Investment Limit in effect at such time to be exceeded; and (jr) other Indebtedness in a principal amount not to exceed at any one time outstanding the greater of $20,000,000 and 20% of Consolidated EBITDA (icalculated on a Pro Forma Basis) for the latest four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.1; To the extent that the creation, incurrence or assumption of any Indebtedness could be attributable to more than one subsection of this Section 7.2, the Borrower may allocate such Indebtedness to any one or more of such subsections and in no event shall the same portion of Indebtedness be deemed to utilize or be attributable to more than one item; provided that all Indebtedness created pursuant to the Loan Documents shall be deemed to have been incurred in reliance on Section 7.2(a). For purposes of determining compliance with the Dollar-denominated restrictions in any subsection of this Section 7.2 on the incurrence of Indebtedness, the Dollar Equivalent principal amount of Indebtedness denominated in a Foreign Currency shall be calculated based on the relevant currency Exchange Rate in effect on the date on which such Indebtedness was incurred in the case of Parentterm Indebtedness, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a)first committed, (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent revolving credit Indebtedness; provided that if such Indebtedness is Permitted Refinancing Indebtedness incurred to modify, refinance, refund, renew or extend other Indebtedness denominated in a Foreign Currency, and Denny’s Holdingsuch modification, with respect refinancing, refunding, renewal or extension would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency Exchange Rate in effect on the date of such modification, refinancing, refunding, renewal or extension, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as such Permitted Refinancing Indebtedness described in paragraph (c) is otherwise permitted by the terms of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding7.2.

Indebtedness. IncurSuch Credit Party will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Indebtednessother Indebtedness or liability on account of borrowed money, except:represented by any notes, bonds, debentures or similar obligations, or on account of the deferred purchase price of any property, or any other deposits, advance or progress payments under contracts, except (without duplication so that Indebtedness that meets any one of the exceptions below shall not count against any other exception below): (a) Indebtedness arising or existing on the Closing Date and set forth in Schedule 6.01; (b) Indebtedness arising hereunder or evidenced by the Loan Documents, (c) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at Credit Agreement, the other Credit Documents, the Revolving Credit Facility, the Existing Target Credit Agreement and the Bridge Facility and extensions, renewals and replacements of any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount thereof; (b) Indebtedness of the Credit Parties and their Subsidiaries consisting of Capital Lease Obligations or Indebtedness being renewed, extended, modified incurred to provide all or refinanced, a portion of the purchase price or shorten cost of construction of an asset; provided that (i) such Indebtedness when incurred shall not exceed the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, purchase price or cost of construction of such asset and (ii) are otherwise on terms consistent with prudent business practice no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, except, in either case, to the extent such Indebtedness is secured by Liens permitted under Section 6.02; (c) Indebtedness of any Credit Party to any other Credit Party or any Subsidiary of any Credit Party or of any Subsidiary of any Credit Party to any Credit Party or any other Subsidiary of any Credit Party; (d) Indebtedness secured by Liens to the extent permitted under Section 6.02; (e) Other unsecured Indebtedness of the Credit Parties and then prevailing market practices and prices in the applicable geographic area and (iii) their Subsidiaries; provided that, in the case of such Indebtedness described incurred by any Credit Party, such Indebtedness is not senior in Section 6.01(c), is on terms and conditions acceptable right of payment to the Administrative Agentpayment of the Indebtedness arising or existing under this Credit Agreement and the other Credit Documents; and (Bf) additional unsecured Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness that do not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in increase the outstanding principal amount at any one time outstandingthereof.

Indebtedness. IncurNeither the Borrower nor any of the Restricted Subsidiaries shall directly or indirectly, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing of any Loan Party under (i) the Loan Documents, (ii) the Term Loans (as defined in the Term Loan C Credit Agreement as in effect on the Closing Date) in an aggregate principal amount not to exceed (1) $350,000,000 plus (2) the aggregate principal amount of any Incremental Term Loans (as defined in the Term Loan C Credit Agreement) permitted to be incurred pursuant to the Term Loan C Credit Agreement as in effect on the Closing Date and (iii) the RBL Facility in an aggregate principal amount, together with any RBL Pari Debt, not to exceed the greater of (x) $250,000,000 and (y) the Borrowing Base (as defined in the RBL Credit Agreement as in effect on the date hereof); provided that the amount in this clause (a)(iii)(y) shall, during the applicable grace periods set forth in Schedule 6.01Section 5.2(b) of the RBL Credit Agreement (as in effect on the date hereof), be increased by the amount of any Borrowing Base Deficiency (as defined in the RBL Credit Agreement as in effect on the date hereof) and, in the case of clauses (ii) and (iii), any Permitted Refinancing thereof; (b) (i) Indebtedness arising hereunder outstanding on the Closing Date and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) Indebtedness owed to the Borrower or evidenced by any Restricted Subsidiary outstanding on the Closing Date and any refinancing thereof with Indebtedness owed to the Borrower or any Restricted Subsidiary in a principal amount that does not exceed the principal amount (or accreted value, if applicable) of the intercompany Indebtedness so refinanced; provided that all such Indebtedness of any Loan Documents,Party owed to any Person or Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Restricted Subsidiary in respect of Indebtedness of the Parent Borrower or any Restricted Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee of the RBL Facility, RBL Pari Debt, the Term Loan C Facility or any Indebtedness constituting Junior Financing shall be permitted unless such guaranteeing party shall have also provided a Guaranty of the Obligations on the terms set forth herein and Denny’s Holding under (B) if the 10% Senior Notes Documents Indebtedness being Guaranteed is subordinated to the Obligations, such Guaranty shall be subordinated to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount subordination of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))such Indebtedness; (d) Indebtedness incurred by Parent, any of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party subsequent which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the Closing Date secured extent constituting an Investment permitted by purchase money Liens, Section 7.02; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Loan Party is subordinated in right of payment to the aggregate amount Loans (for the avoidance of doubt, any such Indebtedness permitted under this Section 6.0 1(e) owing to a Restricted Subsidiary that is not a Loan Party shall not exceed $10,000,000 at any one time outstandingbe deemed to be expressly subordinated in right of payment to the Loans unless the terms of such Indebtedness expressly provide otherwise); (e) Subject to Sections 6.10, and (i) other than as set forth in addition to Indebtedness permitted under Section 6.01(dthe following clause (iii), Capital Lease Obligations entered into Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Restricted Subsidiary prior to or within 365 days after the Closing Dateacquisition, construction, repair, replacement, lease or improvement of the applicable asset in an aggregate amount not to exceed the greater of $47,500,000 and 3.125% of Total Assets, in each case determined at the time of incurrence (together with any Permitted Refinancings thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m), (iii) Attributable Indebtedness (including Capitalized Leases) incurred from, or arising out of, financing the acquisition, replacement, lease or improvement of compressors (or similar equipment) in aggregate amount not to exceed the greater of $30,000,000 and 2% of Total Assets, in each case determined at the time of incurrence (together with any Permitted Refinancings thereof) at any time outstanding and (iv) any Permitted Refinancing of any of the foregoing; (f) Indebtedness arising subsequent to the Closing Date under in respect of Swap Contracts that, individually, or in pairings or groups, (i) any purchasing card program established are designed to enable headquarters and field staff of Parent hedge against the Borrower’s or any Subsidiary Loan Party Restricted Subsidiary’s exposure to purchase goods interest rates, foreign exchange rates or commodities pricing risks (including in respect of forecasted production) and supplies from vendors entered into Not For Speculative Purposes and (ii) any travel in connection with a proposed or pending acquisition of Oil and entertainment card program established Gas Properties (a “Proposed Acquisition”), in respect of incremental hedging contracts with respect to enable headquarters the Loan Parties’ reasonably anticipated projected production from the total Proved Reserves of the Borrower and field staff its Restricted Subsidiaries as forecast based upon the most recent Reserve Report having notional volumes not in excess of Parent 15% of the Loan Parties’ existing projected production prior to the consummation of such Proposed Acquisition (such that the aggregate shall not be more than 100% of the reasonably anticipated projected production prior to the consummation of such Proposed Acquisition) for a period not exceeding 36 months from the date such hedging arrangement is created during the period between (1) the date on which such Loan Party signs a definitive acquisition agreement in connection with a Proposed Acquisition and (2) the earliest of (A) the date of consummation of such Proposed Acquisition, (B) the date of termination of such Proposed Acquisition and (C) 90 days after the date of execution of such definitive acquisition agreement; provided however all such incremental hedging contracts permitted under this clause (ii) entered into with respect to a Proposed Acquisition must be terminated or unwound within 90 days following the date of termination of such Proposed Acquisition; (g) Indebtedness of the Borrower or any Restricted Subsidiary Loan Party (x) incurred or (y) assumed in connection with any Permitted Acquisition or similar Investment so long as, in the case of Indebtedness assumed pursuant to make payments for expenses clause (y) hereof, such Indebtedness is not incurred related in contemplation of such Permitted Acquisition or similar Investment, and any Permitted Refinancing thereof; provided that, after giving pro forma effect to travel such Permitted Acquisition or similar Investment and entertainmentthe assumption of such Indebtedness, provided that the aggregate amount of such Indebtedness shall does not exceed (x) the greater of $3,000,000 37,500,000 and 2.5% of Total Assets at any time outstanding; outstanding plus (gy) any additional amount of such Indebtedness arising from investments among Parentso long as (i) if such Indebtedness is unsecured, either (A) the Consolidated Total Net Leverage Ratio determined on Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness) would be lower than the Consolidated Total Net Leverage Ratio immediately prior thereto or (B) the Borrower would be permitted to incur $1.00 of Permitted Ratio Debt pursuant to clause (ii)(y) of the definition thereof, (ii) if such Indebtedness is secured, either (A) the Borrower would be entitled to incur $1.00 of Permitted Ratio Debt pursuant to clause (ii)(x) of the definition thereof or (B) solely with respect to Indebtedness assumed under clause (y) hereof, the Consolidated Secured Net Leverage Ratio determined on a Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness) would be lower than immediately prior thereto; provided that in the case of Indebtedness incurred pursuant to clause (x) hereof, any Borrower and such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Section 7.03(s) and 7.03(q), does not exceed in the aggregate at any time outstanding the greater of $47,500,000 and 3.125% of Total Assets, in each case determined at the time of incurrence and (iii) shall have a maturity date that are permitted hereunderis after the Latest Maturity Date at the time such Indebtedness is secured and have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Facilities; (h) Indebtedness owed representing deferred compensation to employees of the Borrower (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries incurred in the ordinary course of business; (i) Indebtedness consisting of promissory notes issued by the Borrower or any of its Restricted Subsidiaries to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) obligations in respect of Treasury Services Agreements and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts; (i) Indebtedness of the Borrower or any of its Restricted Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed (x) the greater of $65,000,000 and 4.375% of Total Assets at any time outstanding plus (y) 100% of the cumulative amount of the net cash proceeds and Cash Equivalent proceeds from the sale of Equity Interests (other than Excluded Contributions, proceeds of Disqualified Equity Interests or sales of Equity Interests to the Borrower or any of its Subsidiaries) of the Borrower or any direct or indirect parent of the Borrower after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital of the Borrower that has not been applied to incur debt pursuant to this clause (m)(y), to make Restricted Payments pursuant to Section 7.06 (other than pursuant to Section 7.06(h)(y)), to make Investments pursuant to clause 7.02(n), (v), (w), (y) or (z) or to make prepayments of subordinated indebtedness pursuant to Section 7.13 (other than 7.13(a)(iv)(y)) and (ii) Permitted Refinancing thereof; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) (i) secured Indebtedness incurred on (x) a pari passu basis with the Facilities or (y) junior lien basis to the Facilities, and (ii) unsecured Indebtedness, in an aggregate principal amount, when aggregated with the principal amount of Incremental Term Loans pursuant to Section 2.14(d)(v)(A) and the Incremental Term Loan C Base Amount at such time, not to exceed $150,000,000; provided that such Indebtedness shall (A) in the case of clause (i)(x) above, have a maturity date that is after the Latest Maturity Date at the time such Indebtedness is incurred, and in the case of clause (i)(y) and (ii) above, have a maturity date that is at least ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred, (B) have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Facilities, (C) if such Indebtedness is secured on a junior lien basis by a Loan Party, be subject to the RBL Intercreditor Agreement and the Junior Lien Intercreditor Agreement and, if the Indebtedness is secured on a pari passu basis with the Facilities, be (x) in the form of debt securities and (y) subject to the RBL Intercreditor Agreement and the Pari Passu Lien Intercreditor Agreement and (D) have covenants and events of default (excluding, for the avoidance of doubt, pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions) that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of the conditions described in this clause (D) delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required from the Administrative Agent or any of its banking Affiliates in respect the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any overdrafts corresponding existing Facility); provided, further, that any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Sections 7.03(g) or 7.03(s), does not exceed in the aggregate at any time outstanding, the greater of $47,500,000 and related liabilities arising from treasury3.125% of Total Assets, depository and cash management services in each case determined at the time of incurrence; (r) Indebtedness associated with bonds or surety obligations required by any Law or by Governmental Authorities in connection with any automated clearing house transfers the operation of funds, provided that Oil and Gas Properties in the aggregate principal amount ordinary course of such Indebtedness shall not exceed $30,000,000 at any one time outstandingbusiness; (is) Indebtedness under interest rate protection agreements permitted by Section 6.16; andPermitted Ratio Debt and any Permitted Refinancing thereof; (jt) Credit Agreement Refinancing Indebtedness and Credit Agreement Refinancing Indebtedness (i) as defined in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in C Credit Agreement as of the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(cdate hereof), is on terms and conditions acceptable to the Administrative Agent; and; (Bu) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.incurred on behalf of, or G

Indebtedness. IncurCreate, createincur, assume or permit suffer to exist any Indebtedness, Indebtedness except: (a) Indebtedness existing on arising under the Closing Date and set forth in Schedule 6.01Loan Documents (including any Incremental Facility or Refinancing Facility); (b) Indebtedness arising hereunder or evidenced by outstanding on the Loan Documents,date hereof and (other than any individual obligation with respect to such Indebtedness that is less than $2,000,000) listed on Schedule 7.03; (c) any Permitted Refinancing Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings Indebtedness permitted under Section 6.01(j)7.03(b) or of Indebtedness subsequently incurred under this Section 7.03(c); (d) Indebtedness incurred Guarantees by Parent, any the Borrower or any Restricted Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Restricted Subsidiary; (e) Indebtedness in respect of (i) Cash Management Obligations incurred in the ordinary course of business and (ii) Hedging Agreements incurred in the ordinary course of business and not for speculative purposes; (i) Indebtedness of the Borrower and any Restricted Subsidiary owing to any Restricted Subsidiary and of any Restricted Subsidiary owing to the Borrower and (ii) Disqualified Equity Interests of a Restricted Subsidiary issued to the Borrower or another Restricted Subsidiary; provided that, (a) any such Indebtedness extended by a non-Loan Party subsequent to a Loan Party must be subordinated to the Closing Date secured by purchase money LiensSecured Obligations on customary terms and (b) Indebtedness of a non-Loan Party owing to a Loan Party pursuant to this Section 7.03(f) and any Disqualified Equity Interests of a non-Loan Party issued to a Loan Party, provided that together with Investments in non-Loan Parties made pursuant to Section 7.02(j), shall not in the aggregate amount exceed the greater of $40,000,000 and 8% of Consolidated Net Tangible Assets; provided further, that notwithstanding the foregoing, any Indebtedness extended by any Loan Party to any non-Loan Party shall be permitted under this Section 6.0 1(e) (and shall not be subject to the cap in the immediately preceding proviso) so long as such Indebtedness is evidenced by a promissory note, in form and substance reasonably satisfactory to the Administrative Agent, and such promissory note shall be pledged to the Collateral Agent as Collateral; (g) Guarantees by the Borrower or any Restricted Subsidiary of borrowings by current or former officers, managers, directors, employees or consultants in connection with the purchase of Equity Interests of the Borrower by any such person in an aggregate principal amount not to exceed $10,000,000 1,000,000 at any one time outstanding; (eh) Subject to Sections 6.10an ABL Intercreditor Agreement, Indebtedness incurred in connection with any ABL Facility in an aggregate principal amount not to exceed the greater of $125,000,000 and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date25% of Consolidated Net Tangible Assets; (fi) Indebtedness arising subsequent incurred or assumed in connection with Permitted Acquisitions and other permitted Investments consisting of the purchase of a business unit, line of business or a division of a Person or all or substantially all of the assets or all of the Capital Stock of another Person; provided that, after giving effect to the Closing Date under incurrence thereof on a Pro Forma Basis, (i) any purchasing card program established if such Indebtedness is (or is intended to enable headquarters and field staff of Parent be) secured by the Collateral on a pari passu basis, the First Lien Leverage Ratio is equal to or any Subsidiary Loan Party less than 2.00 to purchase goods and supplies from vendors 1.00 and (ii) if such Indebtedness is secured by the Collateral on a junior-lien basis or unsecured, the Total Leverage Ratio is equal to or less than 3.00 to 1.00; provided that Indebtedness incurred by any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary non-Loan Party pursuant to make payments for expenses incurred related to travel and entertainment, provided that this Section 7.03(i) shall not in the aggregate exceed the greater of $40,000,000 and 8% of Consolidated Net Tangible Assets; (j) Indebtedness incurred or assumed in connection with permitted Investments made pursuant to Section 7.02(m); (k) Indebtedness of non-Loan Party Restricted Subsidiaries in an aggregate amount of such Indebtedness shall not to exceed $3,000,000 40,000,000; (l) Indebtedness consisting of Capital Lease Obligations not to exceed $50,000,000 in the aggregate at any time outstanding; (gm) additional Indebtedness arising from investments among Parent, any Borrower of the Loan Parties in an amount not to exceed the greater of $75,000,000 and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any 15% of its banking Affiliates Consolidated Net Tangible Assets in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (n) Indebtedness of the Borrower or any Restricted Subsidiary in connection with one or more standby or trade-related letters of credit, performance bonds, bid bonds, appeal bonds, bankers acceptances, insurance obligations, reclamation obligations, bank guarantees, surety bonds, completion guarantees or other similar bonds and obligations, including self-bonding arrangements, issued by the Borrower or a Restricted Subsidiary, in each case, in the ordinary course of business or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances; (o) Indebtedness arising from agreements of the Borrower or any Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or any Subsidiary; (p) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; (q) Indebtedness of the Borrower or any Restricted Subsidiary consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply or other arrangements; (r) any transaction permitted under Section 7.12; (s) Indebtedness under interest rate protection agreements permitted by Section 6.16the Loan and Aircraft Security Agreement (S/N 560- 5802), dated as of July 26, 2016, among Bank of Utah, not in its individual capacity, but solely as owner trustee, as the borrower, Contura Energy Services, LLC, as the operator and Citizens Asset Finance, Inc., as the lender; (t) Indebtedness (the “UMWA Note”) incurred pursuant to (A) the contingent seven-year 5.0% note in an aggregate principal amount of $8.75 million to be issued to the UMWA on August 1, 2017, if, prior to such date, federal legislation providing retirement health benefits to the UMWA retirees has not been enacted, or if moneys under such legislation have not become available for such benefits, and (B) the contingent seven-year 5.0% note in an aggregate principal amount of $8.75 million to be issued to the UMWA on December 1, 2017, if, prior to such date, federal legislation providing retirement health benefits to the UMWA retirees has not been enacted, or if moneys under such legislation have not become available for such benefits, in each case pursuant to that certain agreement to fund the VEBA between the Company and UMWA; (u) Indebtedness incurred pursuant to the GUC Distribution Note in an amount not to exceed $5.5 million; (v) Indebtedness under the Reclamation Funding Agreement and all required payments made thereunder; and (jw) (i) Indebtedness deemed to be outstanding under the Existing Senior Notes, which Indebtedness shall only be deemed permitted if the deposit of cash with the Existing Notes Trustee in accordance with the Existing Senior Notes Indenture, in connection with an irrevocable notice of repurchase or redemption in full issued on or before the Closing Date for repurchase or redemption to occur within 30 days as set forth in the case of ParentExisting Senior Notes Indenture, any Borrower has occurred on or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a)prior the Closing Date and the Existing Senior Notes have, (b)in fact, (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) been repaid in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year full within 30 days after the Term Loan Maturity Closing Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.

Indebtedness. IncurCreate, createincur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on under the Closing Date and set forth Loan Documents (including any such Indebtedness in Schedule 6.01respect of any Facility Increase in accordance with Section 2.15); (b) Indebtedness arising hereunder or evidenced by outstanding on the Loan Documents,date hereof and (other than any individual obligation with respect to such Indebtedness that is less than $2,000,000) listed on Schedule 7.03; (c) any Permitted Refinancing Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings Indebtedness permitted under Section 6.01(j)7.03(b) or of Indebtedness subsequently incurred under this Section 7.03(c); (d) Guarantees by the Company or any Restricted Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Company or any Restricted Subsidiary; (e) Indebtedness in respect of (i) Cash Management Obligations incurred in the ordinary course of business and (ii) Hedging Agreements incurred in the ordinary course of business and not for speculative purposes; (i) Indebtedness of the Company and any Restricted Subsidiary owing to any Restricted Subsidiary and of any Restricted Subsidiary owing to the Company and (ii) Disqualified Equity Interests of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary; provided that, (a) any such Indebtedness extended by Parenta non-Loan Party to a Loan Party must be subordinated to the Obligations on customary terms and (b) Indebtedness of a non-Loan Party owing to a Loan Party pursuant to this Section 7.03(f) and any Disqualified Equity Interests of a non-Loan Party issued to a Loan Party, together with Investments in non-Loan Parties made pursuant to Section 7.02(j), shall not in the aggregate exceed the greater of $40,000,000 and 8% of Consolidated Net Tangible Assets; provided further, that notwithstanding the foregoing, any Borrower Indebtedness extended by any Loan Party to any non-Loan Party shall be permitted (and shall not be subject to the cap in the immediately preceding proviso) so long as such Indebtedness is evidenced by a promissory note, in form and substance reasonably satisfactory to the Administrative Agent, and such promissory note shall be pledged to the Collateral Agent as Collateral; (g) Guarantees by the Company or any Restricted Subsidiary Loan Party subsequent of borrowings by current or former officers, managers, directors, employees or consultants in connection with the purchase of Equity Interests of the Company by any such person in an aggregate principal amount not to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 1,000,000 at any one time outstanding; (eh) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent subject to the Closing Date Term Loan Intercreditor Agreement, Indebtedness incurred under the Term Loan Credit Agreement in an aggregate outstanding principal amount that does not exceed the Term Loan Cap (ias defined in the Intercreditor Agreement) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) subject to the Intercreditor Agreement, any travel Refinancing (as defined in the Term Loan Intercreditor Agreement) of the Term Loan Debt (as defined in the Term Loan Intercreditor Agreement) after the Closing Date so long as such Indebtedness, if secured, is secured only by Liens permitted under Section 7.01(u); (i) Indebtedness incurred or assumed in connection with Permitted Acquisitions and entertainment card program established other permitted Investments consisting of the purchase of a business unit, line of business or a division of a Person or all or substantially all of the assets or all of the Capital Stock of another Person; provided that, after giving effect to enable headquarters the incurrence thereof on a Pro Forma Basis, (i) if such Indebtedness is (or is intended to be) secured by the Collateral on a pari passu basis, the First Lien Leverage Ratio (as calculated in the Term Loan Credit Agreement) is equal to or less than 2.00 to 1.00 and field staff of Parent (ii) if such Indebtedness is secured by the Collateral on a junior-lien basis or unsecured, the Total Leverage Ratio (as calculated in the Term Loan Credit Agreement) is equal to or less than 3.00 to 1.00; provided further that Indebtedness incurred by any Subsidiary non-Loan Party pursuant to make payments for expenses incurred related to travel and entertainment, provided that this Section 7.03(i) shall not in the aggregate exceed the greater of $40,000,000 and 8% of Consolidated Net Tangible Assets; provided, further, that to the extent such Indebtedness is secured by a Lien on any ABL Priority Collateral, such Lien shall be junior to the Lien of the Administrative Agent and the Loan Parties shall segregate (and not commingle) any such ABL Priority Collateral and proceeds thereof, in each case, pursuant to intercreditor arrangements reasonably satisfactory to the Administrative Agent in consultation with the Company. (j) Indebtedness incurred or assumed in connection with permitted Investments made pursuant to Section 7.02(m); (k) Indebtedness of non-Loan Party Restricted Subsidiaries in an aggregate amount not to exceed $40,000,000 so long as the Payment Conditions shall have been satisfied at the time of the incurrence of such Indebtedness; (l) Indebtedness shall consisting of Capital Leases not to exceed $3,000,000 50,000,000 in the aggregate at any time outstanding; (gm) additional Indebtedness of the Loan Parties in an amount not to exceed the greater of $75,000,000 and 15% of Consolidated Net Tangible Assets in the aggregate at any time outstanding so long as the Payment Conditions shall have been satisfied at the time of the incurrence of such Indebtedness; (n) Indebtedness of the Company or any Restricted Subsidiary in connection with one or more standby or trade-related letters of credit, performance bonds, bid bonds, appeal bonds, bankers acceptances, insurance obligations, reclamation obligations, bank guarantees, surety bonds, completion guarantees or other similar bonds and obligations, including self-bonding arrangements, issued by the Company or a Restricted Subsidiary, in each case, in the ordinary course of business or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances; (o) Indebtedness arising from investments among Parentagreements of the Company or any Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any Borrower and business, assets or any Subsidiary Loan Party that are permitted hereunderSubsidiary; (hp) Indebtedness owed to arising from the Administrative Agent honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; (q) Indebtedness of the Company or any Restricted Subsidiary consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply or other arrangements; (r) any transaction permitted under Section 7.12; (s) Indebtedness under the Loan and Aircraft Security Agreement (S/N 560- 5802), dated as of July 26, 2016, among Bank of Utah, not in its banking Affiliates individual capacity, but solely as owner trustee, as the borrower, Contura Energy Services, LLC, as the operator and Citizens Asset Finance, Inc., as the lender; (t) Indebtedness (the “UMWA Note”) incurred pursuant to (A) the contingent seven-year 5.0% note in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the an aggregate principal amount of $8,750,000 to be issued to the UMWA on August 1, 2017, if, prior to such Indebtedness shall date, federal legislation providing retirement health benefits to the UMWA retirees has not exceed been enacted, or if moneys under such legislation have not become available for such benefits, and (B) the contingent seven-year 5.0% note in an aggregate principal amount of $30,000,000 at any one time outstanding8,750,000 to be issued to the UMWA on December 1, 2017, if, prior to such date, federal legislation providing retirement health benefits to the UMWA retirees has not been enacted, or if moneys under such legislation have not become available for such benefits, in each case pursuant to that certain agreement to fund the VEBA between the Company and UMWA; (iu) [Reserved]; (v) Indebtedness under interest rate protection agreements permitted by Section 6.16the Reclamation Funding Agreement and all required payments made thereunder; and (jw) (i) Indebtedness deemed to be outstanding under the Existing Senior Notes, which Indebtedness shall only be deemed permitted if the deposit of cash with the Existing Notes Trustee in accordance with the Existing Senior Notes Indenture, in connection with an irrevocable notice of repurchase or redemption in full issued on or before the Closing Date for repurchase or redemption to occur within 30 days as set forth in the case of ParentExisting Senior Notes Indenture, any Borrower has occurred on or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a)prior the Closing Date and the Existing Senior Notes have, (b)in fact, (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) been repaid in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year full within 30 days after the Term Loan Maturity Closing Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.

Indebtedness. IncurCreate, createissue, assume incur, assume, become liable in respect of or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on the Closing Date of any Loan Party pursuant to any Loan Document and set forth in Schedule 6.01any Cash Management Agreement; (bi) Indebtedness arising hereunder or evidenced of any Loan Party owing to any other Loan Party, (ii) Indebtedness of any Group Member (which is not a Loan Party) owing to any other Group Member (which is not a Loan Party), (iii) Indebtedness of any Group Member that is not a Loan Party owing to any Loan Party to the extent constituting an Investment permitted by the Section 7.8(f)(iii), and (iv) Indebtedness of any Loan Documents,Party owing to any Group Member that is not a Loan Party that is Subordinated Indebtedness; (c) Guarantee Obligations (i) of any Loan Party of the Indebtedness of any other Loan Party; (ii) of any Group Member (which is not a Loan Party) of the Parent and Denny’s Holding under Indebtedness of any other Group Member, provided that, in any case (i) or (ii), the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof Indebtedness so guaranteed is otherwise permitted by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))terms hereof; (d) Indebtedness incurred by Parentoutstanding on the date hereof and listed on Schedule 7.2(d) and any refinancings, any Borrower refundings, renewals or any Subsidiary Loan Party subsequent to extensions thereof (which do not shorten the Closing Date maturity thereof or increase the principal amount thereof); (e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by purchase money Liens, provided that the Liens permitted by Section 7.3(g) in an aggregate principal amount of Indebtedness permitted under this Section 6.0 1(e) shall not to exceed $10,000,000 at any one time outstanding; outstanding and any refinancings, refundings, renewals or extensions thereof (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(dwhich do not shorten the maturity thereof or increase the principal amount thereof), Capital Lease Obligations entered into after the Closing Date; (f) Surety Indebtedness arising subsequent to the Closing Date under and any other Indebtedness in respect of letters of credit, banker’s acceptances or similar arrangements, provided that (i) the aggregate amount of any purchasing card program established to enable headquarters and field staff of Parent or such Indebtedness outstanding at any Subsidiary Loan Party to purchase goods and supplies from vendors time shall not exceed $12,500,000 and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of any such Indebtedness outstanding at any time that is secured shall not exceed $3,000,000 at any time outstanding5,000,000; (gi) Indebtedness arising from investments among Parent, any Borrower Permitted Ratio Debt and any Subsidiary Loan Party that are permitted hereunder(ii) Credit Agreement Refinancing Indebtedness; (h) Indebtedness owed to the Administrative Agent or any of Holdings and its banking Affiliates Subsidiaries in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the an aggregate principal amount of amount, for all such Indebtedness shall taken together, not to exceed $30,000,000 37,500,000 at any one time outstanding; (i) Indebtedness obligations (contingent or otherwise) of any Group Member existing or arising under interest rate protection agreements permitted any Specified Swap Agreement or any other Swap Agreement, provided that, in each case, such obligations are (or were) entered into by such Person in accordance with Section 6.16; and7.13 and not for purposes of speculation; (j) Indebtedness of a Person (iother than a Group Member) in existing at the case of Parent, any time such Person is merged with or into the Borrower or a Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) becomes a Subsidiary in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding an aggregate principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof not to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than exceed $10,000,000 in principal amount 17,500,000 at any one time outstanding, provided that (i) such Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition, (ii) such merger or acquisition constitutes a Permitted Acquisition, and (iii) with respect to any such Person who becomes a Subsidiary, (A) such Subsidiary is the only obligor in respect of such Indebtedness, and (B) to the extent such Indebtedness is permitted to be secured hereunder, only the assets of such Subsidiary secure such Indebtedness; (k) Indebtedness in the form of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition or other Investments permitted by Section 7.8 (collectively, “Deferred Payment Obligations”); (l) Indebtedness to trade creditors incurred in the ordinary course of business; (m) Indebtedness of any Group Member, if any, arising in connection with the factoring of Accounts in connection with programs in effect on the Closing Date and set forth on Schedule 7.2(m) or otherwise notified to the Administrative Agent with delivery of the next-occurring Compliance Certificate required to be delivered pursuant to Section 6.2(b) (or, otherwise with the consent of the Administrative Agent, in which case no such notification with delivery of the next-occurring Compliance Certificate shall be required); provided that such Indebtedness is recourse solely to the Accounts being factored and non-recourse to any Group Member; (n) Indebtedness to the extent constituting Investments permitted under Section 7.8(d) and (e); (o) Indebtedness created or arising in connection with the consummation of the Closing Date Transactions; (p) Post-Closing Intercompany Indebtedness in an aggregate principal amount outstanding not to exceed $50,000,000; and (q) Indebtedness consisting of credit facilities incurred by Non-Loan Parties for working capital purposes in an aggregate principal amount not to exceed $10,000,000. For purposes of determining compliance with this Section 7.2, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the categories set forth above, the Borrower may, in its sole discretion, at the time of incurrence, divide, classify or reclassify, or at any later time divide, classify or reclassify, such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant on the date such Indebtedness is incurred or such later time, as applicable; provided that all Indebtedness created pursuant to the Loan Documents will be deemed to have been incurred in reliance on the exception in Section 7.2(a) above, and will not be permitted to be reclassified pursuant to this paragraph.

Indebtedness. IncurCreate, createissue, assume incur, assume, become liable in respect of or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on of any Loan Party pursuant to any Loan Document, including, for the Closing Date avoidance of doubt, any Incremental Commitment and set forth in Schedule 6.01any Indebtedness under any Cash Management Agreement; (b) intercompany Indebtedness arising hereunder between or evidenced among Holdings and any of its Subsidiaries; provided, that (i) the aggregate amount of all Indebtedness owing by any Subsidiary of Holdings that is not a Loan Party to any Loan Party (together with investments in Subsidiaries that are not Loan Parties permitted under Section 7.8(f)) shall not exceed $5,000,000 (determined at the time of such incurrence) and (ii) unsecured Indebtedness owing by any Loan Documents,Party to any Subsidiary or Affiliate of such Loan Party that is not a Loan Party that is permitted pursuant to Section 7.8(f) shall be subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; (c) Indebtedness Guarantee Obligations incurred in the ordinary course of the Parent business by Holdings and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries of obligations of (other than repurchases i) the Borrower any Subsidiary Guarantor and refinancings permitted (ii) any Qualified PC Entity under Section 6.01(j))an ordinary course merchant services agreement entered by such Qualified PC Entity in order to facilitate the processing of credit card payments constituting revenue of such Qualified PC; (d) Indebtedness incurred by Parentoutstanding on the date hereof and listed on Schedule 7.2(d) and any refinancings, any Borrower refundings, renewals or any Subsidiary Loan Party subsequent to extensions thereof (which do not shorten the Closing Date secured by purchase money Liens, provided that maturity thereof or increase the aggregate principal amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstandingthereof); (e) Subject to Sections 6.10Indebtedness (including, and in addition to Indebtedness permitted under Section 6.01(d)without limitation, Capital Lease Obligations entered into after Obligations) secured by Liens permitted by Section 7.3(g) in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding and any refinancings, refundings, renewals or extensions thereof (which do not shorten the Closing Datematurity thereof or increase the principal amount thereof); (f) Indebtedness arising subsequent in respect of Permitted Earnouts; provided, that such earn-out obligations are subordinated in right of payment to the Closing Date under (i) any purchasing card program established Obligations hereunder on terms and conditions reasonably satisfactory to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstandingAdministrative Agent; (g) unsecured Indebtedness arising from investments among Parent, any Borrower and incurred by Holdings or any Subsidiary thereof (i) incurred in the ordinary course of business of such Loan Party that and its Subsidiaries in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are permitted hereundernot overdue for a period of more than 90 days or, if overdue for more than 90 days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of such Loan Party and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or contingent liabilities in respect thereof; (h) Indebtedness owed (i) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness is extinguished within 10 Business Days of incurrence and/or (ii) in respect of Cash Management Services; provided, that such Indebtedness is unsecured or has been subordinated to the reasonable satisfaction of the Administrative Agent or any of its banking Affiliates and is in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or an amount not to exceed $50,000 in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness obligations (contingent or otherwise) of Holdings or any of its Subsidiaries existing or arising under interest rate protection agreements permitted any Specified Swap Agreement, provided that such obligations are (or were) entered into by such Person in accordance with Section 6.16; and7.13 and not for purposes of speculation; (j) Indebtedness of a Person (other than the Borrower or a Subsidiary) existing at the time such Person is merged with or into a Borrower or a Subsidiary or becomes a Subsidiary, provided that (i) such Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition, (ii) such merger or acquisition constitutes a Permitted Acquisition, and (iii) with respect to any such Person who becomes a Subsidiary, (A) such Subsidiary is the only obligor in respect of such Indebtedness, and (B) to the extent such Indebtedness is permitted to be secured hereunder, only the assets of such Subsidiary secure such Indebtedness; (k) Indebtedness of the Loan Parties and their Subsidiaries arising in the case ordinary course of Parentbusiness with respect to bid, surety and appeals bonds, performance bonds, completion guarantees, workers compensation claims and other similar obligations, including guarantees or obligations of any Borrower or Subsidiary Loan Party with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, and other similar obligations (in each case other than for an obligation for borrowed money); (l) Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) consisting of the financing of insurance premiums for the insurance of Holdings or (i) any of this Section 6.01 and (ii) its Subsidiaries in the case ordinary course of Parent and Denny’s Holdingbusiness, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, so long as the amount of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do Indebtedness is not increase in excess of the outstanding principal amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness being renewedis incurred and such Indebtedness is outstanding only during such year; (m) Indebtedness representing deferred compensation (other than earn-outs) owed to employees of Holdings, extended, modified the Borrower or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices any of its Subsidiaries incurred in the applicable geographic area ordinary course of business; (n) Indebtedness consisting of unsecured promissory notes issued by the Borrower to future, current or former officers, directors, employees, managers and consultants or their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Capital Stock of Holdings, to the extent such repurchase would be permitted under Section 7.6(f) (iiiwhich secured Indebtedness is issued in lieu of cash Restricted Payments permitted under Section 7.6(f) in the case (it being understood that any such issuance of Indebtedness described in will reduce dollar for dollar the amounts available for payment under Section 6.01(c7.6(f))); provided, is on terms and conditions acceptable to that the Administrative Agentaggregate amount of all Indebtedness under this clause (n) shall not exceed $1,000,000 at any time outstanding; and (Bo) additional other unsecured Indebtedness in an aggregate amount not otherwise permitted by this Section 6.01 aggregating not more than to exceed $10,000,000 in principal amount 625,000 at any one time outstanding.

Indebtedness. IncurNo Credit Party will, nor will any Credit Party permit any of its Subsidiaries to, contract, create, incur, assume or permit suffer to exist any IndebtednessIndebtedness of the Credit Parties or any such of their respective Subsidiaries, except: (a) Indebtedness existing on incurred under this Agreement and the Closing Date and set forth in Schedule 6.01other Loan Documents; (b) the Indebtedness arising hereunder set forth on Schedule 7.04 hereto, and any replacement, refinancing, extension, renewal or evidenced refunding of any such Indebtedness not involving an increase in the principal amount thereof (except by an amount equal to unpaid accrued interest and premium thereon); (i) Indebtedness consisting of Capitalized Lease Obligations, purchase money Indebtedness of the Loan Documents, Credit Parties (other than Holdings) and their Subsidiaries and Vendor Financing Arrangements or any replacement, refinancing, extension, renewal or refunding of any such Indebtedness not involving an increase in the principal amount thereof, except by an amount equal to unpaid accrued interest thereon, provided the aggregate outstanding principal amount (using Capitalized Lease Obligations in lieu of principal amount, in the case of any Capital Lease) of Indebtedness permitted by this subpart (c) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount shall not exceed $200,000,000 at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j));outstanding. (d) Indebtedness incurred constituting Permitted Foreign Subsidiary Loans and Investments; (e) any intercompany loans (i) made by Parent, any the Borrower or any Subsidiary Loan of the Borrower to any Credit Party subsequent (other than Holdings); (ii) made by any Foreign Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Foreign Subsidiary of the Borrower that is not a Subsidiary Guarantor or (iii) made by any Foreign Subsidiary of the Borrower to any Credit Party (other than Holdings), provided that such intercompany loans referred to in the foregoing subclauses (i) and (iii) are subject to the Closing Date secured Intercompany Subordination Agreement; (f) Indebtedness of the Borrower and its Subsidiaries under Hedge Agreements, provided such Hedge Agreements have been entered into in the ordinary course of business and not for speculative purposes; (g) Indebtedness constituting Guaranty Obligations of the Borrower and its Subsidiaries permitted by purchase money LiensSection 7.05; (h) additional unsecured Indebtedness of the Borrower or any of its Subsidiaries to the extent not permitted by any of the foregoing clauses, provided that the aggregate outstanding principal amount of all such Indebtedness does not exceed $5,000,000 at any time; (i) unsecured Indebtedness of the Borrower or any Subsidiary in respect of Earn-Outs owing to sellers of assets or Equity Interests to the Borrower or such Subsidiary that is incurred in connection with the consummation of one or more Permitted Acquisitions; provided that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower or such Subsidiary may make payments in respect of such Earn-Outs in accordance with the terms thereof; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries arising from agreements providing for indemnification or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Subsidiary pursuant to such agreements, in connection with permitted under this Section 6.0 1(edispositions of any business, assets or Subsidiary; (k) shall Indebtedness of the Borrower and its Subsidiaries which may be deemed to exist pursuant to any guaranties not in respect of borrowed money, performance, surety, statutory or appeal bonds or similar obligations incurred in the ordinary course of business; (l) Indebtedness of the Borrower and its Subsidiaries in respect of cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (m) Indebtedness of the Borrower and its Subsidiaries consisting of reimbursement obligations in respect of letters of credit so long as the aggregate face amount of all such letters of credit does not exceed $10,000,000 at any one time outstandingtime; (en) Subject to Sections 6.10, Indebtedness of the Borrower and its Subsidiaries consisting of insurance premium financing in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date;ordinary course of business; or (fo) other Indebtedness arising subsequent of the Borrower and its Subsidiaries in an aggregate principal amount not to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 5,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do Indebtedness is not increase secured by a Lien on the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstandingCollateral.

Indebtedness. IncurNo Credit Party will, nor will it permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness existing on arising under this Credit Agreement and the Closing Date and set forth in Schedule 6.01other Credit Documents; (b) Indebtedness arising hereunder existing as of the Closing Date (other than the Subordinated Debt) as referenced in Section 6.10 and (including renewals, refinancings or evidenced by extensions of such Indebtedness in a principal amount not in excess of that outstanding as of the Loan Documents,date of such renewal, refinancing or extension); (c) Indebtedness in respect of current accounts payable and accrued expenses incurred in the Parent ordinary course of business including, to the extent not current, accounts payable and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not accrued expenses that are subject to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))bona fide dispute; (d) Indebtedness owing from (i) one Credit Party to another Credit Party and (ii) a Foreign Subsidiary to another Foreign Subsidiary; (e) purchase money Indebtedness (including Capital Leases) or Synthetic Leases incurred by Parent, any the Borrower or any Subsidiary Loan Party subsequent of its Subsidiaries to finance the Closing Date secured by purchase money Liens, of fixed assets; provided that (i) the aggregate total of all such Indebtedness (including any Indebtedness referred to in subsection (b) above) for all such Persons, together with the aggregate amount of any Indebtedness permitted outstanding under this Section 6.0 1(esubsection (f) below, shall not exceed an aggregate principal amount of $10,000,000 25,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (f) Indebtedness assumed in connection with a Permitted Acquisition (including renewals, refinancings or extensions of such Indebtedness in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension); so long as (i) such Indebtedness is not incurred in anticipation of or in connection with such Permitted Acquisition and (ii) the aggregate total of all such Indebtedness, together with the aggregate amount of any Indebtedness outstanding under subsection (e) above, shall not exceed an aggregate principal amount of $25,000,000 at any one time outstanding; (eg) Subject to Sections 6.10, and in addition to Indebtedness permitted obligations under Section 6.01(d), Capital Lease Obligations Hedging Agreements entered into after the Closing Datein order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (fh) Indebtedness in respect of performance, surety or appeal bonds in the ordinary course of business; (i) Indebtedness arising subsequent from agreements providing for indemnification, adjustment of purchase price or similar obligations (or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of a Credit Party or any of its Subsidiaries pursuant to such agreements), in any case incurred in connection with the disposition of any business, assets or Subsidiary of a Credit Party, to the Closing Date extent otherwise permitted under this Credit Agreement, (i) other than guarantees of Indebtedness incurred by any purchasing card program established to enable headquarters and field staff of Parent Person acquiring all or any portion of such business, assets or Subsidiary Loan for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by such Credit Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainmentof its Subsidiaries in connection with such disposition; (j) additional unsecured subordinated Indebtedness of the Borrower, provided that (a) such Indebtedness shall be deeply subordinated to the aggregate amount of Loans pursuant to subordination terms satisfactory to the Required Lenders, (b) such Indebtedness shall not exceed $3,000,000 50,000,000 in the aggregate principal amount at any time outstanding; , (gc) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to no part of the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall have a maturity date earlier than the Maturity Date, (d) the Borrower shall not exceed $30,000,000 at be required to make any one time outstandingpayments of principal or interest with respect to such Indebtedness other than payments of interest in kind and (e) such Indebtedness is provided by Warburg (collectively, the "Additional Subordinated Debt"); (ik) Indebtedness under interest rate protection agreements permitted by Section 6.16the Subordinated Debt; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (Bl) additional unsecured Indebtedness not otherwise permitted by this if after giving effect to such Indebtedness on a Pro Forma basis the Credit Parties are in compliance with the financial covenants contained in Section 6.01 aggregating not more than $10,000,000 7.11 and the Borrower shall have delivered to the Administrative Agent a certificate of its chief financial officer setting forth in reasonable detail the computations necessary to make such determinations of the financial covenants (including renewals, refinancings or extensions of such Indebtedness in a principal amount at any one time outstandingnot in excess of that outstanding as of the date of such renewal, refinancing or extension).

Indebtedness. IncurThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) (i) the Obligations and any other Indebtedness existing on created under the Closing Date Loan Documents and set forth in Schedule 6.01(ii) Indebtedness under the Revolving Facility; (b) Indebtedness arising hereunder existing on the date hereof under the Existing Note Agreements or evidenced by otherwise set forth in Schedule 6.01, and extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type that does not increase the Loan Documents,outstanding principal amount thereof; (c) Indebtedness of the Parent (i) any Loan Party to any other Loan Party, (ii) any Subsidiary to any Loan Party and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at (iii) any time outstanding Subsidiary that is not a Loan Party to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (any other than repurchases and refinancings permitted under Section 6.01(j))Subsidiary that is not a Loan Party; (d) Guarantees by the Borrower of Indebtedness incurred of any Subsidiary and by Parent, any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; (e) Indebtedness of the Borrower or any Subsidiary Loan Party subsequent incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the Closing Date secured by purchase money Liensacquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted under by this Section 6.0 1(eclause (e) shall not exceed $10,000,000 25,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to of the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent Borrower or any Subsidiary Loan Party incurred pursuant to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, Permitted Receivables Facilities; provided that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of such Indebtedness shall not exceed $3,000,000 200,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any of the Borrower and or any Subsidiary Loan Party that are permitted hereunderas an account party in respect of trade letters of credit; (h) Indebtedness owed with respect to any surety bonds, performance bonds, customs bonds and other obligations of a like nature; (i) Indebtedness of an Acquired Entity existing at the Administrative Agent or any time of its banking Affiliates the related Permitted Acquisition which was not incurred in respect contemplation of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of fundssuch Permitted Acquisition, provided that the aggregate principal amount of such Indebtedness permitted by this clause (i) shall not exceed $30,000,000 50,000,000 at any one time outstanding;; and (i) unsecured Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewedBorrower, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section, so long as the Borrower is in compliance, on a pro forma basis after giving effect to the incurrence of such Indebtedness, with the financial covenants contained in Section 6.01 aggregating 6.09 and (ii) unsecured Indebtedness of the Borrower’s Subsidiaries not more than $10,000,000 in otherwise permitted by this Section, so long as the aggregate principal amount of such Indebtedness shall not exceed at any one time outstandingthe greater of (x) $100,000,000 and (y) 10% of Consolidated Total Assets at such time.

Indebtedness. IncurCreate, createissue, assume incur, assume, become liable in respect of or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.01of any Loan Party pursuant to any Loan Document; (b) Indebtedness arising hereunder or evidenced of (i) any Loan Party owing to any other Loan Party, (ii) any Subsidiary (which is not a Loan Party) to any other Subsidiary (which is not a Loan Party); (iii) any Subsidiary that is not a Loan Party to any Loan Party to the extent constituting an Investment permitted by and subject to the limitations of Section 7.8(e)(iii); and (iv) any Loan Documents,Party to Subsidiaries that are not Loan Parties; provided that such Indebtedness is subordinated to the Obligations on terms and conditions reasonably acceptable to the Administrative Agent; (c) Guarantee Obligations (i) of any Loan Party of the Indebtedness of any other Loan Party; (ii) of any Subsidiary (which is not a Loan Party) of the Parent and Denny’s Holding under Indebtedness of any Loan Party, or (iii) by any Subsidiary (which is not a Loan Party) of the 10% Senior Notes Documents Indebtedness of any other Subsidiary (which is not a Loan Party), provided that, in an aggregate amount at any time outstanding not to exceed $175,000,000 less case (i), (ii) or (iii), the aggregate amount of principal payments made with respect thereto and repurchases thereof Indebtedness so guaranteed is otherwise permitted by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))terms hereof; (d) Indebtedness incurred outstanding on the date hereof and listed on Schedule 7.2(d) and any Permitted Refinancing Indebtedness in respect thereof; (e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Parent, Liens permitted by Section 7.3(g) in an aggregate principal amount not to exceed (i) $1,500,000 at any Borrower or any Subsidiary Loan Party subsequent to one time outstanding from the Closing Date secured by purchase money Liensthrough but not including the first anniversary of the Closing Date, (ii) $2,500,000 at any one time outstanding from the first anniversary of the Closing Date through but not including the second anniversary of the Closing Date, (iii) 3,500,000 at any one time outstanding from the second anniversary of the Closing Date through but not including the third anniversary of the Closing Date, (iv) $4,500,000 at any one time outstanding from the third anniversary of the Closing Date through but not including the fourth anniversary of the Closing Date and (iv) $5,000,000 at any one time outstanding thereafter, and, in each case, any Permitted Refinancing Indebtedness in respect thereof); (f) Surety Indebtedness and any other Indebtedness in respect of letters of credit, banker’s acceptances or similar arrangements, provided that the aggregate amount of any such Indebtedness permitted under this Section 6.0 1(e) outstanding at any time shall not exceed $10,000,000 500,000; (g) unsecured Indebtedness of the Loan Parties and their respective Subsidiaries in an aggregate principal amount, for all such Indebtedness taken together, not to exceed $250,000 at any one time outstanding; (eh) Subject to Sections 6.10, obligations (contingent or otherwise) of the of the Loan Parties and in addition to Indebtedness permitted their respective Subsidiaries existing or arising under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainmentSpecified Swap Agreement, provided that the aggregate amount such obligations are (or were) entered into by such Person in accordance with Section 7.13 and not for purposes of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstandingspeculation; (i) Indebtedness under interest rate protection agreements of a Person (other than a Loan Party or one of their respective Subsidiaries which constituted a Subsidiary prior to the consummation of the applicable merger referenced below) existing at the time such Person is merged with or into a Loan Party or a Subsidiary or becomes a Subsidiary; provided that (i) such Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition, (ii) such merger or acquisition constitutes a Permitted Acquisition, and (iii) with respect to any such Person who becomes a Subsidiary, (A) such Subsidiary is the only obligor in respect of such Indebtedness, and (B) to the extent such Indebtedness is permitted to be secured hereunder, only the assets of such Subsidiary secure such Indebtedness; (j) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (k) Indebtedness (other than for borrowed money) which may be deemed to exist pursuant to any warranty or contractual service obligations incurred in the ordinary course of business; (l) Indebtedness in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, in each case in the ordinary course of business; (m) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (n) client advances or deposits received in the ordinary course of business; (o) guarantees of employee corporate credit cards; (p) Indebtedness in the form of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition or other Investment permitted by Section 6.167.8 (collectively, “Deferred Payment Obligations”); and (jq) (i) in to the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such extent constituting Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable obligations underlying Restricted Payments to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise extent such obligations are permitted by this to be paid under Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding7.6.

Indebtedness. IncurSuch Credit Party will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Indebtednessother Indebtedness or liability on account of borrowed money, except:represented by any notes, bonds, debentures or similar obligations, or on account of the deferred purchase price of any property, or any other deposits, advance or progress payments under contracts, except (without duplication so that Indebtedness that meets any one of the exceptions below shall not count against any other exception below): (a) Indebtedness arising or existing on the Closing Date and set forth in Schedule 6.01; (b) Indebtedness arising hereunder or evidenced by the Loan Documents, (c) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at Credit Agreement, the other Credit Documents, the Revolving Credit Facility, the Existing Target Credit Agreement and the Term Loan Facility and extensions, renewals and replacements of any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount thereof; (b) Indebtedness of the Credit Parties and their Subsidiaries consisting of Capital Lease Obligations or Indebtedness being renewed, extended, modified incurred to provide all or refinanced, a portion of the purchase price or shorten cost of construction of an asset; provided that (i) such Indebtedness when incurred shall not exceed the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, purchase price or cost of construction of such asset and (ii) are otherwise on terms consistent with prudent business practice no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, except, in either case, to the extent such Indebtedness is secured by Liens permitted under Section 6.02; (c) Indebtedness of any Credit Party to any other Credit Party or any Subsidiary of any Credit Party or of any Subsidiary of any Credit Party to any Credit Party or any other Subsidiary of any Credit Party; (d) Indebtedness secured by Liens to the extent permitted under Section 6.02; (e) Other unsecured Indebtedness of the Credit Parties and then prevailing market practices and prices in the applicable geographic area and (iii) their Subsidiaries; provided that, in the case of such Indebtedness described incurred by any Credit Party, such Indebtedness is not senior in Section 6.01(c), is on terms and conditions acceptable right of payment to the Administrative Agentpayment of the Indebtedness arising or existing under this Credit Agreement and the other Credit Documents; and (Bf) additional unsecured Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness that do not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in increase the outstanding principal amount at any one time outstandingthereof.

Indebtedness. IncurNo Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness existing on created under the Closing Date Loan Documents and set forth in Schedule 6.01the Secured Obligations; (b) Indebtedness arising hereunder existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or evidenced by the Loan Documents,result in an earlier maturity date or decreased weighted average life thereof; (c) Indebtedness of of (i) any Non-Loan Party to a Loan Party, provided that (A) any Equity Interests held by a Loan Party in any such Subsidiary shall be pledged pursuant to the Parent and Denny’s Holding under Collateral Documents (subject to the 10% Senior Notes Documents limitations applicable to Equity Interests in an aggregate amount at any time outstanding not a Foreign Subsidiary referred to exceed $175,000,000 less in Section 5.12), (B) the aggregate amount of principal payments investments made with respect thereto by Loan Parties in Non-Loan Parties shall not exceed $1,000,000 during any fiscal year of the Company and repurchases thereof (C) the aggregate amount of (1) loans and advances made by Loan Parties to, and (2) Guarantees made by Loan Parties of Indebtedness of, Non-Loan Parties (excluding all intercompany loans and investments by and between a Loan Party and a Non-Loan Party, which are listed on Schedule 6.01(c) on the Parent and/or its Subsidiaries Effective Date) shall not exceed $5,000,000 in the aggregate outstanding at any time (other than repurchases in each case determined without regard to any write-downs or write-offs), (ii) any Non-Loan Party to another Non-Loan Party, (iii) any Loan Party to another Loan Party, and (iv) any Loan Party to a Non-Loan Party, provided that (A) such Indebtedness shall be Subordinated Indebtedness and refinancings permitted (B) the sum of the amount of all such Indebtedness under this clause (c)(iv) plus, without duplication, the amount of Guarantees outstanding under clause (d)(iv) of this Section 6.01(j))6.01 shall not exceed $1,500,000 in the aggregate outstanding at any time; (d) Guarantees of Indebtedness incurred of (i) any Non-Loan Party by Parenta Loan Party, subject to the limitations set forth in clause (c)(i) preceding, (ii) any Non-Loan Party by another Non-Loan Party, (iii) any Loan Party by another Loan Party, and (iv) any Loan Party by a Non-Loan Party, provided that (A) such Guarantee shall constitute Subordinated Indebtedness and (B) the sum of the amount of all such Guarantees under this clause (d)(iv) plus, without duplication, the amount of Indebtedness outstanding under clause (c)(iv) of this Section 6.01 shall not exceed $1,500,000 in the aggregate outstanding at any time; (e) Indebtedness of the Company, any Borrower or any Subsidiary Loan Party subsequent that is (i) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the Closing Date secured by acquisition thereof, or (ii) purchase money LiensIndebtedness, and, in each case, extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; provided that (A) such Indebtedness is incurred prior to or within 90 days after such acquisition or the aggregate completion of such construction or improvement and (B) the principal amount of Indebtedness permitted under by this Section 6.0 1(eclause (e) in the aggregate for the Company and its Subsidiaries shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 5,000,000 at any time outstanding; (f) Indebtedness of the Loan Parties arising in connection with Swap Agreements permitted by Section 6.07; (g) cash management obligations and Indebtedness arising from investments among Parentincurred by the Company, any Borrower and or any Subsidiary Loan Party that are permitted hereunderin respect of netting services, overdraft protections and similar arrangements, in each case entered into in the ordinary course of business in connection with cash management and deposit accounts and not involving the borrowing of money; (h) unsecured Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of insurance premiums, performance bonds, bid bonds, appeal bonds, bankers acceptances, surety bonds or other similar obligations arising in the ordinary course of business, and any overdrafts and related liabilities arising from treasuryrefinancings thereof, depository and cash in each case to the extent not provided to secure repayment of other Indebtedness; (i) unsecured Indebtedness representing deferred compensation to directors, officers, members of management services or employees of the Loan Parties or the Subsidiaries incurred in the ordinary course of business in connection with any automated clearing house transfers acquisitions permitted under the terms of fundsSection 6.04, provided that that, the amount of Indebtedness permitted by this clause (i) in the aggregate principal amount of such Indebtedness for the Company and its Subsidiaries shall not exceed $30,000,000 1,000,000 at any one time outstanding; (ij) unsecured Indebtedness consisting of notes to future, present or former directors, officers, members of management or employees or consultants of the Loan Parties or the Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company, provided that, the amount of Indebtedness permitted by this clause (j) in the aggregate for the Company and its Subsidiaries shall not exceed $500,000 at any time outstanding; (k) Indebtedness under interest rate protection agreements arising from judgments or decrees that do not constitute Events of Default; (l) Indebtedness consisting of earnouts relating to acquisitions permitted by Section 6.166.04(l) or (m) in an aggregate amount not to exceed $25,000,000 at any time outstanding; (m) Indebtedness incurred in connection with the Headquarters Loan and any other obligations arising under or in connection with the Headquarters Loan Agreement or the Headquarters Loan Documents; (n) unsecured Subordinated Indebtedness of the Borrowers not exceeding $50,000,000 in the aggregate at any time outstanding; and (jo) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to other unsecured Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness Parties not otherwise permitted by this Section 6.01 aggregating not more than exceeding $10,000,000 in principal amount the aggregate at any one time outstanding.

Indebtedness. IncurNo Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, create, assume incur or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.01created hereunder; (b) Indebtedness arising hereunder or evidenced by existing on the Loan Documents,date hereof and set forth in Schedule 6.01 of the Disclosure Schedules (which Schedule may reflect the amount of such Indebtedness as of the month most recently ended prior to the date hereof for which Borrower has completed its consolidated financial statements); (c) Unsecured intercompany Indebtedness (including, without limitation, Guarantees by a Loan Party of the Indebtedness of a Subsidiary and by a Subsidiary of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at Indebtedness of a Loan Party or another Subsidiary) permitted by Section 6.05(d); provided that, any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries such Indebtedness (other than repurchases a Guarantee by a Loan Party of Indebtedness of a Subsidiary to any Person (other than an Affiliate of Borrower) and refinancings permitted under Section 6.01(j))by a Subsidiary of Indebtedness of a Loan Party or another Subsidiary to any Person (other than an Affiliate of Borrower) of a Loan Party is subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations; provided that, at the time such Indebtedness would be incurred (i) the aggregate principal amount of all Indebtedness incurred pursuant to this clause (d) which remains outstanding after giving effect to such Indebtedness shall not exceed the greater of (x) $50,000,000 or (y) an amount equal to 5% of Net Tangible Assets (determined, in each case, by reference to the most recent date for which Borrower has delivered its Financials under Section 5.01(a) or (b)), (ii) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08, after giving effect to such Indebtedness and (iii) no Event of Default exists or would be caused thereby; (i) Indebtedness which was created, assumed or incurred by Parent, any a Subsidiary prior to its Acquisition by Borrower or its Subsidiaries (and not in anticipation of such Acquisition) and (ii) Indebtedness of the Borrower or any Subsidiary Loan Party subsequent to in the Closing Date secured form of any deferred purchase price or post closing obligation in connection with an Acquisition permitted by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing DateAgreement; (f) Indebtedness arising subsequent to of the Closing Date under Borrower or any Subsidiary as an account party in respect of letters of credit, surety bonds and other similar forms of credit enhancement incurred in the ordinary course of business so long as (i) any purchasing card program established the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08, after giving effect to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors such Indebtedness and (ii) any travel and entertainment card program established to enable headquarters and field staff no Event of Parent Default is then existing or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstandingwould be caused thereby; (g) (i) a revolving facility in favor of WMS Gaming International, S.L., a Sociedad de Responsabilidad Limitada organized in Spain, in an aggregate principal amount not to exceed $75,000,000 at any time, (ii) a revolving facility in favor of WMS Mexico, S. de ▇.▇. de C.V, organized in Mexico, in an aggregate principal amount not to exceed $75,000,000 and (iii) a revolving facility in favor of WMS Gaming International, S.L., Sucursal Argentina, organized in Argentina, in an aggregate principal amount not to exceed $75,000,000, in each case, so long as at the time such Indebtedness arising from investments among Parentwould be incurred, any (A) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08, after giving effect to such Indebtedness and any Subsidiary Loan Party that are permitted hereunder(B) no Event of Default is then existing or would be caused thereby; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstandingSwap Agreements permitted by Section 6.05(g); (i) any unsecured Subordinated Indebtedness under interest rate protection agreements permitted by so long as at the time such Indebtedness would be incurred, (i) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.16; and6.08, after giving effect to such unsecured Subordinated Indebtedness and (ii) no Event of Default is then existing or would be caused thereby; (j) Indebtedness which represents an extension, refinancing or renewal (isuch Indebtedness being referred to herein as the “Refinancing Indebtedness”) in of any of the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), in clauses (b), (d), (ee)(with respect to clause (i) only), (f), (g), (hi) or and (ik) of this Section 6.01 (such Indebtedness being so extended, refinanced or renewed being referred to herein as the “Refinanced Indebtedness”); provided that, (i) the amount of such Indebtedness is not increased at the time of extension, refinancing, or renewal except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such event and by an amount equal to any existing commitments unutilized thereunder, (ii) such Refinancing Indebtedness does not increase the interest rate (as adjusted for current market conditions) of the Refinanced Indebtedness, (iii) any Liens securing such Refinanced Indebtedness are not extended to any additional property of any Loan Party or Subsidiary, (iv) no Loan Party that is not originally obligated with respect to repayment of such Refinanced Indebtedness is required to become obligated with respect to such Refinancing Indebtedness, (v) such Refinancing Indebtedness does not result in a shortening of the average weighted maturity of such Refinanced Indebtedness, (vi) the terms of such Refinancing Indebtedness are not materially less favorable to the obligor thereunder than the original terms of such Refinanced Indebtedness and (vii) if such Refinanced Indebtedness was subordinated in right of payment to the Obligations, then the terms and conditions of such Refinancing Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to such Refinanced Indebtedness; (k) any Indebtedness so long as at the time such Indebtedness would be incurred, (i) the Consolidated Net Funded Indebtedness to EBITDA Ratio (calculated on a pro forma basis after giving effect to such Indebtedness) is less than or equal to 2.0 to 1.0, or, if such Consolidated Net Funded Indebtedness to EBITDA Ratio (calculated on a pro forma basis after giving effect to such Indebtedness) is greater than 2.0 to 1.0, the aggregate principal amount of all Indebtedness (after giving effect to such Indebtedness) incurred pursuant to this clause (k) and then outstanding would not exceed $100,000,000, (ii) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08, after giving effect to such Indebtedness, (iii) with respect to any intercompany Indebtedness of a Loan Party, such Indebtedness is unsecured and subordinated to the Obligations on terms reasonably satisfactory to Administrative Agent and (iv) no Event of Default is then existing or would be caused thereby. For purposes of this Section 6.01: (i) any Indebtedness set forth on Schedule 6.01 hereto which would be permitted under clauses (c), (d) or (g) shall be counted against the Dollar limitations applicable to such clauses; (ii) any Refinancing Indebtedness shall be included in clauses (b), (d), (e) (with respect to clause (i) only), (f), (g), (i) or (k), as applicable, corresponding to the Refinanced Indebtedness and counted against any Dollar limitations applicable to such clauses; (iii) any Indebtedness (and any Refinancing Indebtedness of Refinanced Indebtedness) permitted by any of clauses (a) through (i) and also by clause (k), shall first be included in the case applicable category set forth in clauses (a) through (i) up to any Dollar limitations applicable thereto and then included in clause (k) up to any Dollar limitation applicable thereto; and (iv) no Default or Event of Parent and Denny’s Holding, Default shall occur with respect to Indebtedness described incurred pursuant to clause (k) during a period when the Consolidated Net Funded Indebtedness to EBITDA Ratio (calculated on a pro forma basis after giving effect to such Indebtedness) is less than or equal to 2.0 to 1.0, solely as a result of an increase in paragraph the Consolidated Net Funded Indebtedness to EBITDA Ratio to greater than 2.0 to 1.0 (csubject to Section 6.08(b)) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time subsequent to time, the incurrence of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.

Indebtedness. IncurSuch Credit Party will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Indebtednessother Indebtedness or liability on account of borrowed money, except:represented by any notes, bonds, debentures or similar obligations, or on account of the deferred purchase price of any property, or any other deposits, advance or progress payments under contracts, except (without duplication so that Indebtedness that meets any one of the exceptions below shall not count against any other exception below): (a) Indebtedness arising or existing on the Closing Date and set forth in Schedule 6.01; (b) Indebtedness arising hereunder or evidenced by the Loan Documents, (c) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10Credit Agreement, the other Credit Documents, the Term Loan Facility and the Bridge Facility, and in addition to Indebtedness permitted under Section 6.01(d)extensions, Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) renewals and replacements of any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount thereof; (b) Indebtedness of the Credit Parties and their Subsidiaries consisting of Capital Lease Obligations or Indebtedness being renewed, extended, modified incurred to provide all or refinanced, a portion of the purchase price or shorten cost of construction of an asset provided that (i) such Indebtedness when incurred shall not exceed the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, purchase price or cost of construction of such asset and (ii) are otherwise on terms consistent with prudent business practice no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, except, in either case, to the extent such Indebtedness is secured by Liens permitted under Section 6.02; (c) Indebtedness of any Credit Party to any other Credit Party or any Subsidiary of any Credit Party or of any Subsidiary of any Credit Party to any Credit Party or any other Subsidiary of any Credit Party; (d) Indebtedness secured by Liens to the extent permitted under Section 6.02; (e) Other unsecured Indebtedness of the Credit Parties and then prevailing market practices and prices in the applicable geographic area and (iii) their Subsidiaries; provided that, in the case of such Indebtedness described incurred by any Credit Party, such Indebtedness is not senior in Section 6.01(c), is on terms and conditions acceptable right of payment to the Administrative Agentpayment of the Indebtedness arising or existing under this Credit Agreement and the other Credit Documents; and (Bf) additional unsecured Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness that do not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in increase the outstanding principal amount at any one time outstandingthereof.

Indebtedness. IncurNo Credit Party will, nor will any Credit Party permit any of its Subsidiaries to, contract, create, incur, assume or permit suffer to exist any IndebtednessIndebtedness of the Credit Parties or any of their respective Subsidiaries, except: (a) Indebtedness existing on incurred under this Agreement and the Closing Date and set forth in Schedule 6.01other Loan Documents; (b) the Indebtedness arising hereunder set forth on Schedule 7.04 hereto, and any refinancing, extension, renewal or evidenced refunding of any such Indebtedness not involving an increase in the principal amount thereof; (i) Indebtedness consisting of Capitalized Lease Obligations of the Credit Parties and their Subsidiaries, (ii) Indebtedness secured by a Lien referred to in Section 7.03(c), and (iii) any refinancing, extension, renewal or refunding of any such Indebtedness not involving an increase in the Loan Documents, principal amount thereof, provided the aggregate outstanding principal amount (using Capitalized Lease Obligations in lieu of principal amount, in the case of any Capital Lease) of Indebtedness permitted by this subpart (c) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount shall not exceed $1,500,000 at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))time; (d) Indebtedness incurred any intercompany loans (i) made by Parent, any the Borrower or any Subsidiary Loan Party subsequent of the Borrower to any Credit Party; or (ii) made by any Foreign Subsidiary of the Closing Date secured by purchase money LiensBorrower to any other Foreign Subsidiary of the Borrower, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) such intercompany loans shall not exceed $10,000,000 at any one time outstandingconstitute Subordinated Indebtedness; (e) Subject to Sections 6.10Indebtedness of the Borrower and its Subsidiaries under Hedge Agreements, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations provided such Hedge Agreements have been entered into after in the Closing Dateordinary course of business and not for speculative purposes; (f) Indebtedness arising subsequent constituting Guaranty Obligations permitted by Section 7.05; and (g) additional unsecured Indebtedness of the Borrower or any of its Subsidiaries to the Closing Date under (i) extent not permitted by any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainmentthe foregoing clauses, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the all such Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness does not otherwise permitted by this Section 6.01 aggregating not more than exceed $10,000,000 in principal amount 1,500,000 at any one time outstandingtime.

Indebtedness. IncurThe Parent will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or permit suffer to exist any Indebtedness, exceptIndebtedness other than: (ai) Indebtedness existing on incurred pursuant to this Agreement and the Closing Date and set forth in Schedule 6.01other Credit Documents; (bii) Indebtedness arising hereunder or of the Credit Parties incurred pursuant to the Other Credit Agreement in an aggregate principal amount not to exceed $508,977,536.95 at any time outstanding less any repayments thereof made after the Restatement Effective Date; (iii) Interest Rate Protection Agreements and Other Hedging Agreements in respect of currencies entered into in the ordinary course of business and consistent with past practices; provided that (x) in the case of Interest Rate Protection Agreements, the term thereof does not extend beyond the Maturity Date and (y) in the case of Other Hedging Agreements in respect of currencies, the term thereof does not exceed six months; (iv) Intercompany indebtedness permitted pursuant to Sections 9.05(iii) and 9.05(viii); and (v) Indebtedness evidenced by the Loan Documents,Existing Letters of Credit (as defined in the Other Credit Agreement), as such Existing Letters of Credit may be replaced from time to time; (cvi) so long as no Event of Default then exists or would result therefrom, additional Indebtedness incurred by the Parent, the Borrower or any other Credit Party that does not own a Collateral Vessel at the time such Indebtedness is incurred in an aggregate principal amount not to exceed $10,000,000 (or, in the case of Indebtedness in respect of letters of credit, $5,000,000) at any one time outstanding; and (vii) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount Subsidiaries of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness the Credit Parties incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to finance the Closing Date secured by purchase money Liens, Financed Purchase Price of a Permitted New Vessel Acquisition; provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount amortization of such Indebtedness shall not exceed be no greater than a straight line amortization reducing such Indebtedness to $3,000,000 at any time outstanding0 upon the corresponding Vessel becoming 15 years old; (gviii) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to of the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that Parent under the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16BlueMountain Parent Indebtedness; and (jix) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Permitted 2014 Newbuilding Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.

Indebtedness. IncurCreate, createincur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on of the Closing Date Borrower and set forth in Schedule 6.01any of its Subsidiaries under the Loan Documents; (b) (i) Surviving Indebtedness arising hereunder or evidenced by listed on Schedule 7.03(b) and (ii) any Permitted Refinancing of any of the Loan Documents,foregoing; (c) Guarantee Obligations (i) by any Loan Party in respect of Indebtedness of any other Loan Party, (ii) by any non-Loan Party in respect of the Parent Indebtedness of any other non-Loan Party, and Denny’s Holding under (iii) by any Loan Party in respect of the 10% Senior Notes Documents Indebtedness of any non-Loan Party, in an aggregate amount each case to the extent that the Indebtedness being guaranteed is otherwise permitted hereunder; provided that, if the Indebtedness being guaranteed is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the Guarantee of the Obligations on terms at any time outstanding not least as favorable to exceed $175,000,000 less the aggregate amount Lenders as those contained in the subordination of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))such Indebtedness; (d) Indebtedness incurred by Parent, any of the Borrower or any Restricted Subsidiary owing to the Borrower or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that (x) all such Indebtedness of any Loan Party subsequent owed to any Person that is not a Loan Party shall (x) be subject to the Closing Date secured by purchase money Liens, provided that subordination terms set forth in Section 3.01 of the aggregate amount of Indebtedness permitted under this Section 6.0 1(eGuaranty and (y) shall not exceed $10,000,000 2,500,000 in an aggregate principal amount at any one time outstanding; (ei) Subject to Sections 6.10Attributable Indebtedness and other Indebtedness financing the acquisition, and in addition to construction, repair, replacement or improvement of fixed or capital assets (provided that such Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into is incurred concurrently with or within two hundred seventy (270) days after the Closing Date; (fapplicable acquisition, construction, repair, replacement or improvement) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, Permitted Refinancing thereof; provided that the aggregate principal amount of Indebtedness (including without limitation Attributable Indebtedness, but excluding Attributable Indebtedness incurred pursuant to clause (ii)) under this Section 7.03(e) does not exceed $5,000,000 outstanding at any time; (f) Indebtedness in respect of Swap Contracts (i) entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual or anticipated exposure (other than those in respect of shares of capital stock or other equity ownership interests of the Borrower or any Subsidiary), (ii) entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary and (iii) entered into to hedge commodities, currencies, general economic conditions, raw materials prices, revenue streams or business performance; (g) Indebtedness representing deferred compensation to employees of the Borrower and its Restricted Subsidiaries incurred in the ordinary course of business; (h) Indebtedness to current or former officers, directors, partners, managers, consultants and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower permitted by Section 7.06 in an aggregate amount not to exceed $1,000,000 at any one time outstanding; (i) Unsecured Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (j) Indebtedness consisting of obligations of the Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other Investment expressly permitted hereunder; (k) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case incurred in the ordinary course; (l) Indebtedness consisting of (a) the financing of insurance premiums or (b) take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (m) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (n) Indebtedness supported by a standby or commercial letter of credit in a principal amount not to exceed the face amount of such letter of credit; (i) other unsecured Indebtedness of the Borrower or any Guarantor, so long as the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recent Test Period is not greater than 2.25:1.00; provided further that, in the case of any Indebtedness incurred under this clause (o), (1) such Indebtedness is not guaranteed by any person that is not a Guarantor, (2) such Indebtedness shall not mature prior to the date that is 180 days after the Maturity Date of the Term Loans or have a Weighted Average Life to Maturity less than the Weighted Average Life to Maturity of the Term Loans plus 180 days, (3) such Indebtedness shall not have mandatory prepayment, redemption or offer to purchase events more onerous than those applicable to the Term Loans and (4) the other terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption terms) reflect market terms and conditions at the time of incurrence or issuance of such Indebtedness and (ii) any Permitted Refinancing thereof; (p) Indebtedness in respect of any Floor Plan Financings in an aggregate principal amount not to exceed 100% of the cost to the Borrower of the Floor Plan Units being financed by such Floor Plan Financings (consistent with historical practice); (q) (i) Indebtedness in respect of the Convertible Notes existing as of the Closing Date in an aggregate principal amount not to exceed $30,000,000 40,000,000 at any one time outstanding and (ii) any unsecured Permitted Refinancing thereof (so long as the terms of such Permitted Refinancing do not permit any cash payments prior to the maturity thereof); (r) additional Indebtedness in an aggregate principal amount not to exceed $12,500,000 at any one time outstanding; (s) PPP Debt in an aggregate principal amount not to exceed $5,200,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements of any Person that becomes a Restricted Subsidiary after the date hereof pursuant to a Permitted Acquisition; provided that (A) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (B) the aggregate principal amount of Indebtedness permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), this clause (f)) shall not exceed $5,000,000 at any time outstanding, (g), (h) or (i) of this Section 6.01 and (ii) in any Permitted Refinancing of Indebtedness incurred under the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph foregoing clause (c) of this Section 6.01:t)(i); (Au) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under Consumer Warehouse Debt incurred by any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding Consumer Warehouse Subsidiary in an aggregate principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof not to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than exceed $10,000,000 in principal amount 25,000,000 at any one time outstanding; (v) Guarantee Obligations of RumbleOn Finance in respect of any Consumer Warehouse Debt in an aggregate amount not to exceed $2,500,000 at any one time outstanding; (w) Indebtedness incurred pursuant to the Existing Company Term Loan Agreement in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding; and (x) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (x) above. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (x) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that (x) all Indebtedness outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03 and (y) all Surviving Indebtedness listed on Schedule 7.03(b) will be deemed to have been incurred in reliance only on the exception set forth in clause (b) of this Section 7.03. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.

Indebtedness. IncurThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness existing on created under (i) the Closing Date Credit Documents and set forth in Schedule 6.01(ii) the Bridge Facility; (b) Indebtedness arising hereunder of the Borrower or evidenced any Subsidiary owing to the Borrower or any other Subsidiary; provided that (i) such Indebtedness shall not have been transferred to any Person other than the Borrower or any Subsidiary and (ii) any such Indebtedness owing by any Credit Party to a Subsidiary that is not a Credit Party shall be subordinated to the Obligations on terms customary for intercompany subordinated Indebtedness, as reasonably determined by the Loan Documents,Administrative Agent; (c) Guarantees by the Borrower or any Subsidiary of any Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at Borrower or any time outstanding other Subsidiary, other than (i) Guarantees of Permitted Subordinated Indebtedness if such Guarantees are not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof permitted by the Parent and/or its Subsidiaries definition of the term “Permitted Subordinated Indebtedness” and (other than repurchases and refinancings ii) Guarantees of Indebtedness referred to in clause (e) below if such Guarantees are not permitted under Section 6.01(j))by such clause; (d) (i) Capital Lease Obligations, (ii) Indebtedness incurred by Parentto finance the acquisition, construction or improvement of any Borrower fixed or capital assets or assumed in connection with the acquisition of any Subsidiary Loan Party subsequent such assets, and (iii) Refinancing Indebtedness in respect of any such other Indebtedness incurred pursuant to the Closing Date secured by purchase money Liens, clause (i) or (ii); provided that (A) the aggregate amount of Sale/Leaseback Transactions and Refinancing Indebtedness in respect thereof shall not exceed $750,000,000 and (B) the aggregate amount of Indebtedness permitted under incurred in reliance on this Section 6.0 1(esubsection (d) shall not exceed $10,000,000 3,000,000,000 at any one time outstandingoutstanding (exclusive of the amount of the Capital Lease Obligations in respect of the Borrower’s headquarters complex and any Refinancing Indebtedness in respect thereof) and (C) in the case of any Indebtedness referred to in clause (ii) above, such Indebtedness is incurred prior to or within 270 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) Subject to Sections 6.10Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof, and Refinancing Indebtedness in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under respect thereof; provided that (i) any purchasing card program established to enable headquarters such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) and field staff is not created in contemplation of Parent or any in connection with such Person becoming a Subsidiary Loan Party to purchase goods and supplies from vendors (or such merger or consolidation) and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate principal amount of such Indebtedness permitted by this clause (e) shall not exceed $3,000,000 500,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (hf) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing clearing-house transfers of funds, ; (g) Permitted Subordinated Indebtedness; and (h) other Indebtedness of the Borrower or any Subsidiary; provided that the aggregate principal amount of such Indebtedness, together with the aggregate principal amount of Indebtedness referred to in Sections 6.01(a)(i), 6.01(d) and 6.01(e), shall not exceed $30,000,000 8,000,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.

Indebtedness. IncurNo Loan Party will, nor will it permit its Restricted Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except: (aA) Indebtedness under the Loan Documents; (B) Indebtedness of a Loan Party owing to another Loan Party or a Restricted Subsidiary of a Loan Party, provided that in the case of Indebtedness owed by a Loan Party to a Non-Guarantor Subsidiary, such Indebtedness is subordinated to the Obligations on (i) the subordination terms set forth on Schedule 1.01(b) hereto or (ii) such other subordination terms that may be reasonably acceptable to the Administrative Agent; (C) other Indebtedness of the Loan Parties and their Restricted Subsidiaries in an aggregate principal amount not to exceed at any time outstanding, when added to the sum of (1) the outstanding amount of Attributable Debt under all Sale/Leaseback Transactions of the Loan Parties and their Restricted Subsidiaries permitted under Section 6.03(a)(iii) plus (2) the outstanding principal amount of all Indebtedness of the Loan Parties under the Loan Documents, an amount equal to 25% of Consolidated Net Tangible Assets plus the Aggregate Commitment Amount in effect at the time of the incurrence of such Indebtedness; (D) Indebtedness of a Loan Party or any Restricted Subsidiary as an account party in respect of trade letters of credit; (E) Indebtedness of a Loan Party owing to Valero Energy Corporation or any of its Subsidiaries (other than Loan Parties and their Restricted Subsidiaries), provided that such Indebtedness is subordinated to the Obligations on (i) the subordination terms set forth on Schedule 1.01(b) hereto or (ii) such other subordination terms that may be reasonably acceptable to the Administrative Agent; and (F) Indebtedness existing on the Closing Date and set forth in on Schedule 6.01; (b) Indebtedness arising hereunder or evidenced by the Loan Documents, (c) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j6.03(a)); (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.

Indebtedness. IncurCreate, createincur, assume or permit suffer to exist any Indebtedness, except: (a) the Indebtedness existing outstanding on the Closing Date and set forth in reflected on Schedule 6.017.1(a), including the refinancing of any such Indebtedness on terms and conditions taken as a whole no less favorable to Bermuda Holdings and its Subsidiaries or the Lenders; (b) Indebtedness arising hereunder or evidenced by consisting of the Loan Documents,Loans and in connection with the Letters of Credit and this Agreement; (c) Indebtedness of the Parent and Denny’s Holding Credit Parties incurred under the 10% Senior Notes Documents Second Lien Facility in an aggregate principal amount at any time outstanding (not including interest capitalized as principal on or after March 30, 2010) not to exceed $175,000,000 77,100,000 less the aggregate principal amount of principal payments all prepayments thereunder made after the Closing Date and Indebtedness incurred to refinance, renew or replace such Indebtedness and capitalized interest thereon (plus amounts for prepayment penalties and premiums and reasonable fees and expenses in connection with respect thereto and repurchases such refinancing) in whole or in part; provided that any refinancing thereof by shall be in accordance with the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))terms of the Intercreditor Agreement; (d) unsecured Indebtedness incurred by Parent, any Borrower of Bermuda Holdings or any Subsidiary Loan Party subsequent of Bermuda Holdings owed to the Closing Date secured by purchase money LiensBermuda Holdings or any Subsidiary of Bermuda Holdings; provided, provided that the aggregate amount of such Indebtedness at any time outstanding (excluding Indebtedness otherwise permitted under this Section 6.0 1(esubsection 7.1) that is not evidenced by Intercompany Notes subject to a first priority Lien in favor of the Administrative Agent pursuant to the Collateral Agreement shall not exceed $10,000,000 20,000,000 plus the sum of any amounts dividended or distributed by any Tier 2 Foreign Entity to any Credit Party (not retransferred to a Tier 2 Foreign Entity) less the sum of (A) the aggregate amount of any obligations of Tier 2 Foreign Entities guaranteed by Bermuda Holdings or any Credit Party pursuant to subsection 7.3(c) and (B) the aggregate amount of any investments made in Tier 2 Foreign Entities by Bermuda Holdings or any Credit Party pursuant to subsection 7.6(b), and provided further that Indebtedness of any Subsidiary of Bermuda Holdings to Bermuda Holdings or any Subsidiary of Bermuda Holdings financed with contributions of equity after the Closing Date to the payee of such indebtedness directly or indirectly from or any of the Permitted Holders, shall be permitted hereunder, to the extent such equity proceeds are not used to finance acquisitions pursuant to subsection 7.6. For purposes of this subsection 7.1(d), the payment, or intercompany loans or advances for such purpose, by Bermuda Holdings or any Subsidiary of Bermuda Holdings of expenses and operating costs of Bermuda Holdings or any Subsidiary of Bermuda Holdings incurred in the ordinary course of business, provided that any such payment by Bermuda Holdings or any Subsidiary of Bermuda Holdings of expenses and operating costs of Tier 2 Foreign Entities pursuant to this clause shall be promptly repaid by such Foreign Subsidiaries as soon as such Foreign Subsidiaries have funds available to make such repayment and any such repayment shall not increase the amount of loans which may be made to such Foreign Subsidiaries pursuant to the first proviso to this paragraph, shall not be considered to be a loan, advance, dividend or other investment, and shall be permitted under this Agreement and such payments shall not reduce any permitted amounts to be so made as specified herein; (e) other unsecured Indebtedness of Bermuda Holdings and its Subsidiaries in an aggregate principal amount at any one time outstanding not in excess of $10,000,000; (f) Indebtedness in respect of letters of credit (other than Letters of Credit issued hereunder) in an aggregate principal amount equal to $5,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower in connection with worker’s compensation obligations and any Subsidiary Loan Party that are permitted hereundergeneral liability exposure of Bermuda Holdings and its Subsidiaries; (h) other Indebtedness owed to the Administrative Agent or any of its banking Affiliates Foreign Subsidiaries of Bermuda Holdings in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the an aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstandingoutstanding not in excess of the equivalent at the date of each incurrence thereof of $5,000,000; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16of Bermuda Holdings and its Subsidiaries in respect of Financing Leases and for industrial revenue bonds or other similar governmental and municipal bonds, for the deferred purchase price or cost of newly acquired, improved or constructed property and to finance equipment of Bermuda Holdings and its Subsidiaries (pursuant to purchase money mortgages or otherwise and whether owed to the seller or a third party) used in the ordinary course of business (provided such financing is entered into within 180 days of the acquisition of such property) of Bermuda Holdings and its Subsidiaries in an amount (based on the remaining balance of the obligations therefor on the books of Bermuda Holdings and its Subsidiaries) which shall not exceed $5,000,000 in the aggregate at any one time outstanding; and (j) (i) Indebtedness of the Credit Parties incurred under the Senior Secured Notes in an aggregate principal amount not to exceed $215,000,000 less the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding aggregate principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year all payments thereunder made after the Term Loan Maturity DateClosing Date and Indebtedness incurred to refinance, renew or replace such Indebtedness (ii) are otherwise on terms consistent plus amounts for prepayment penalties and premiums and reasonable fees and expenses in connection with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iiisuch refinancing) in whole or in part; provided that any refinancing thereof shall be in accordance with the case terms of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstandingIntercreditor Agreement.

Indebtedness. IncurCreate, createissue, assume incur, assume, become liable in respect of or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.01of any Loan Party pursuant to any Loan Document; (b) Indebtedness arising hereunder or evidenced of (i) any Loan Party owing to any other Loan Party, (ii) any Subsidiary (which is not a Loan Party) to any other Subsidiary (which is not a Loan Party); (iii) any Subsidiary that is not a Loan Party to any Loan Party to the extent constituting an Investment permitted by and subject to the limitations of Section 7.8(e)(iii); and (iv) any Loan Documents,Party to Subsidiaries that are not Loan Parties; provided that such Indebtedness is subordinated to the Obligations on terms and conditions reasonably acceptable to the Administrative Agent; (c) Guarantee Obligations (i) of any Loan Party of the Indebtedness of any other Loan Party; (ii) of any Subsidiary (which is not a Loan Party) of the Parent and Denny’s Holding under Indebtedness of any Loan Party, or (iii) by any Subsidiary (which is not a Loan Party) of the 10% Senior Notes Documents Indebtedness of any other Subsidiary (which is not a Loan Party), provided that, in an aggregate amount at any time outstanding not to exceed $175,000,000 less case (i), (ii) or (iii), the aggregate amount of principal payments made with respect thereto and repurchases thereof Indebtedness so guaranteed is otherwise permitted by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))terms hereof; (d) Indebtedness incurred by Parentoutstanding on the date hereof and listed on Schedule 7.2(d) and any Permitted Refinancing Indebtedness in respect thereof; (e) Indebtedness (including, any Borrower or any Subsidiary Loan Party subsequent to the Closing Date without limitation, Capital Lease Obligations) secured by purchase money LiensLiens permitted by Section 7.3(g) in an aggregate principal amount not to exceed $5,000,000, and any Permitted Refinancing Indebtedness in respect thereof; (f) Surety Indebtedness and any other Indebtedness in respect of letters of credit, banker’s acceptances or similar arrangements, provided that the aggregate amount of any such Indebtedness permitted under this Section 6.0 1(e) outstanding at any time shall not exceed $10,000,000 500,000; (g) unsecured Indebtedness of the Loan Parties and their respective Subsidiaries in an aggregate principal amount, for all such Indebtedness taken together, not to exceed $500,000 at any one time outstanding; (eh) Subject to Sections 6.10, obligations (contingent or otherwise) of the of the Loan Parties and in addition to Indebtedness permitted their respective Subsidiaries existing or arising under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainmentSpecified Swap Agreement, provided that the aggregate amount such obligations are (or were) entered into by such Person in accordance with Section 7.13 and not for purposes of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstandingspeculation; (i) Indebtedness under interest rate protection agreements of a Person (other than a Loan Party or one of their respective Subsidiaries which constituted a Subsidiary prior to the consummation of the applicable merger referenced below) existing at the time such Person is merged with or into a Loan Party or a Subsidiary or becomes a Subsidiary; provided that (i) such Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition, (ii) such merger or acquisition constitutes a Permitted Acquisition, and (iii) with respect to any such Person who becomes a Subsidiary, (A) such Subsidiary is the only obligor in respect of such Indebtedness, and (B) to the extent such Indebtedness is permitted to be secured hereunder, only the assets of such Subsidiary secure such Indebtedness; (j) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (k) Indebtedness in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, in each case in the ordinary course of business; (l) Indebtedness in the form of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition or other Investment permitted by Section 6.167.8 (collectively, “Deferred Payment Obligations”); (m) Unsecured Indebtedness of the Loan Parties owing to employees, former employees, officers, former officers, directors, former directors (or any spouses, ex-spouses, or estates of any of the foregoing) in connection with the repurchase of Capital Stock of any Loan Party issued to any of the aforementioned employees, former employees, officers, former officers, directors, former directors (or any spouses, ex-spouses, or estates of any of the foregoing) not to exceed $1,000,000 at any time outstanding; and (jn) (i) in to the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such extent constituting Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable obligations underlying Restricted Payments to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise extent such obligations are permitted by this to be paid under Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding7.6.

Indebtedness. IncurCreate, createincur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on under the Closing Date and set forth in Schedule 6.01Loan Documents; (b) Indebtedness arising hereunder outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals, replacements or evidenced by the Loan Documents,extensions thereof; (c) Indebtedness in respect of the Parent Capitalized Leases and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less purchase money obligations for fixed or capital assets; provided, however, that the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))all such Indebtedness at any one time outstanding shall not exceed $75,000,000; (d) Indebtedness incurred loans or advances made by Parent, any Borrower Loan Party to any Subsidiary or any Subsidiary other Loan Party subsequent and made by any Subsidiary to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstandingLoan Party or any other Subsidiary; (e) Subject to Sections 6.10, and Guarantees of the Borrower or any Subsidiary in addition to respect of Indebtedness otherwise permitted under Section 6.01(d), Capital Lease Obligations entered into after hereunder of the Closing DateBorrower or any wholly-owned Subsidiary; (f) Indebtedness arising subsequent to of any Person that is merged into or consolidated with the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent Borrower or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent the Borrower or becomes a Subsidiary of the Borrower or in respects of assets acquired after the date hereof in a transaction permitted hereunder; provided that such Indebtedness is existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary Loan Party to make payments for expenses of the Borrower or becomes a Subsidiary of the Borrower or such assets are acquired and was not incurred related to travel solely in contemplation thereof) and entertainmentany refinancings, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstandingrefundings, renewals or extensions thereof; (g) Indebtedness obligations (contingent or otherwise) existing or arising from investments among Parentunder any Swap Contract, any Borrower and any Subsidiary Loan Party provided that such obligations are permitted hereunder(or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with the business of such Person or its affiliate; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates Foreign Subsidiaries in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the an aggregate principal amount of such Indebtedness shall not exceed exceeding $30,000,000 150,000,000 at any one time outstanding;; and (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not contemplated by the above provisions, so long as after giving Pro Forma Effect to such Indebtedness at the time of incurrence (x) the Consolidated Leverage Ratio is not greater than 3.00 to 1.00 and (y) no Default or Event of Default exists or would otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstandingresult therefrom.

Indebtedness. Incur, Neither the Company nor any of its Restricted Subsidiaries will create, assume incur or permit suffer to exist any Indebtedness, Indebtedness except: (ai) Indebtedness hereunder; (ii) [intentionally omitted]; (iii) obligations under or in respect of (A) interest rate Swap Contracts up to an aggregate notional principal amount not to exceed at any time an amount equal to the Commitments of all the Lenders in the aggregate at such time, and (B) Swap Contracts entered into to hedge existing or anticipated foreign exchange or commodity price exposure not for speculative purposes; (iv) Guarantees and letters of credit permitted by Section 7.15; (v) (A) Indebtedness of the Company owed to any Guarantor and Indebtedness of any Guarantor owed to the Company or any other Guarantor, and (B) Indebtedness of the Company or any Restricted Subsidiary owed to any Restricted Subsidiary which is not a Guarantor; provided that such Indebtedness under this clause (B) shall be subordinated to the Obligations pursuant to the Master Subordinated Intercompany Note; (vi) Indebtedness issued and outstanding on the Closing Date and to the extent set forth on Schedule 7.14 and any renewals, extensions or refundings thereof in Schedule 6.01a principal amount not to exceed the amount so renewed, extended or refunded; (bvii) other Indebtedness of the Company or any Restricted Subsidiary of up to $175,000,000 at any time; (viii) Indebtedness arising hereunder or evidenced by constituting an Investment permitted under Section 7.17 provided that any Indebtedness of a Loan Party owed to any Subsidiary that is not a Loan Party shall be subordinated to the Loan Documents,Obligations pursuant to the Master Subordinated Intercompany Note; (cix) [intentionally omitted]; (x) Indebtedness of the Parent Company and Denny’s Holding under its Restricted Subsidiaries incurred to finance the 10% Senior Notes Documents acquisition, construction or improvement of any fixed or capital assets, including Capitalized Lease Obligations and purchase money security interests, and any Indebtedness assumed in an aggregate amount at connection with the acquisition of any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof such assets or secured by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parent, a Lien on any Borrower or any Subsidiary Loan Party subsequent such assets prior to the Closing Date secured by purchase money Liensacquisition thereof, and any extension or renewal thereof; provided that (A) such Indebtedness is incurred prior to, or within 180 days after, such acquisition or the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount completion of such Indebtedness shall not exceed $3,000,000 at any time outstanding; construction or improvement (g) Indebtedness arising from investments among Parentprovided, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or shall, without any requirement for Lender consent, extend such original 180 day period by an additional 180 days upon its receipt of its banking Affiliates in respect of any overdrafts a written extension request from the Company), and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that (B) the aggregate principal amount of outstanding Indebtedness permitted by this paragraph (x) shall not at any time exceed $50,000,000; (xi) Indebtedness arising from netting services, overdraft protection, cash management services, endorsements or instruments and other items for deposit in the ordinary course of business; (xii) Indebtedness of the Company or its Restricted Subsidiaries (including, for the avoidance of doubt, Guarantees of Indebtedness of the Parent); provided, that: (1) no Default or Event of Default shall have occurred and be continuing both immediately before and immediately after giving pro forma effect to such incurrence of Indebtedness and the application of the proceeds thereof; (2) the Total Leverage Ratio shall not be greater than 5.75:1.00 after giving pro forma effect to such incurrence of Indebtedness and the application of proceeds thereof; (3) the Company and its Restricted Subsidiaries are in pro forma compliance with the Financial Covenants, both immediately before and immediately after giving pro forma effect to such incurrence of Indebtedness and the application of the proceeds thereof; (4) if such Indebtedness is subordinated in right of payment to the Indebtedness under this Credit Agreement, then such Indebtedness shall not exceed $30,000,000 at any one time outstandingbe subject to subordination provisions that are reasonably acceptable to the Administrative Agent; (i5) if such Indebtedness is secured Indebtedness that is junior in right of security to the Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parentthis Credit Agreement, any Borrower or Subsidiary Loan Party with respect then such Indebtedness shall be subject to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided an intercreditor agreement that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions reasonably acceptable to the Administrative Agent; and (B6) additional unsecured if such Indebtedness not otherwise is secured Indebtedness that is pari passu in right of security and payment with the Indebtedness under this Credit Agreement, then such Indebtedness shall only be incurred pursuant to Section 2.14 or Section 2.15. (xiii) Indebtedness secured by mortgages on Real Property; provided that the aggregate principal amount of outstanding Indebtedness permitted by this Section 6.01 aggregating paragraph (xiii) shall not more than at any time exceed $10,000,000 50,000,000; (xiv) Indebtedness consisting of the financing of insurance premiums or (ii) take-or-pay obligations of the Company or any of the Restricted Subsidiaries contained in supply arrangements, in each case, in the ordinary course of business; (xv) Indebtedness of a Person existing at the time such Person became a Restricted Subsidiary or property was acquired from such Person to the extent such Indebtedness was not incurred in connection with or in contemplation of, such Person becoming a Restricted Subsidiary or the acquisition of such property, not to exceed in an aggregate principal amount at any one time outstandingoutstanding $100,000,000 and any renewals, extensions or refundings thereof in a principal amount not to exceed the amount so renewed, extended or refunded (it being understood that any accrued but unpaid interest and the amount of all expenses and premiums incurred in connection therewith added to any principal amount shall not constitute an increment in principal for purposes of this paragraph); provided that the Company and its Restricted Subsidiaries are in pro forma compliance with the Financial Covenants, both immediately before and immediately after giving pro forma effect to such incurrence of such Indebtedness and after giving pro forma effect to the related acquisition; and (xvi) any earnout obligation that comprises a portion of the consideration for an acquisition permitted hereunder.

Indebtedness. IncurThe Borrowers will not, nor will they permit any of their Subsidiaries to, create, assume incur or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on the Closing Date The Loans and set forth in Schedule 6.01;any other Obligations. (b) Indebtedness arising hereunder existing on the date hereof and described in Schedule 6.11 and any renewal, extension or evidenced by refinancing of such Indebtedness that does not increase the Loan Documents,principal amount thereof in excess of accrued interest and any applicable prepayment fees then owing. (c) Indebtedness of the Parent and Denny’s Holding arising under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j));non-speculative Rate Management Transactions. (d) Receivables Transaction Attributed Indebtedness incurred by not to exceed the principal amount of $125,000,000, any performance guaranties directly related thereto, and any notes owing from (i) special-purpose entities to any Subsidiaries of the Parent or (ii) any Subsidiary of the Parent to any other Subsidiary of the Parent, any Borrower in each case that have sold or any Subsidiary Loan Party subsequent conveyed accounts receivable to such special-purpose entities or such Subsidiary, as applicable, which such notes are subordinated to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at indebtedness owing to any one time outstanding;financial institution or investor providing financing for Qualified Receivables Transactions. (e) Subject to Sections 6.10, and in addition to Subordinated Indebtedness permitted under pursuant to Section 6.01(d), Capital Lease Obligations entered into after the Closing Date;6.19. (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters Notes Payable and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of fundsCapitalized Lease Obligations, provided that the aggregate principal amount of such Indebtedness shall does not exceed $30,000,000 150,000,000 at any one time outstanding;. (g) Indebtedness of any Loan Party to any other Loan Party. (h) Unsecured Indebtedness of any Borrower to any non-Loan Party and any Guarantor to any non-Loan Party, provided that in each case, the payment of such Indebtedness shall be subordinated to payment of the Secured Obligations to the written satisfaction of the Administrative Agent or the Required Lenders. (i) Unsecured Indebtedness of any non-Guarantor to any Borrower or any Guarantor, provided that the aggregate amount of such Indebtedness, taken together with the Investments permitted under interest rate protection agreements permitted by Section 6.16; and6.14(i), does not exceed $10,000,000 at any time outstanding. (j) Sale and Leaseback Transactions permitted pursuant to Section 6.21. (ik) To the extent constituting Indebtedness, lease obligations of any Subsidiary of Parent in connection with the IDB Transactions. (l) Indebtedness in connection with insurance premium financing in the case ordinary course of Parentbusiness. (m) Contingent Obligations in respect of any Indebtedness otherwise permitted under this Section 6.11. (n) Indebtedness in respect of judgments not rising to an Event of Default. (o) Indebtedness in respect of performance bonds, bid bonds, appeal bonds and completion guaranties and similar obligations for the account of any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a)any Subsidiary, (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in each case arising in the case ordinary course of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01:business. (Ap) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in clauses (a) through (o) above, provided that the aggregate principal amount of such other Indebtedness does not exceed $50,000,000 at any one time outstanding.

Indebtedness. IncurNo Credit Party shall, or shall permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except:except (without duplication): (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.01of any Credit Party pursuant to any Loan Document; (b) Indebtedness arising hereunder or evidenced by of any Credit Party under the Revolving Loan Credit Documents,; provided that the aggregate principal amount of such Indebtedness shall not exceed the “Revolver Cap” (as defined in the Intercreditor Agreement); (c) unsecured Indebtedness of any Credit Party owed to any other Credit Party or to any Subsidiary which is not a Credit Party and Indebtedness of any Subsidiary that is not a Credit Party owed to any Credit Party, in each case, to the Parent extent permitted by Sections 7.2(e), (f), (g), (h) and Denny’s Holding under (j); provided that all such Indebtedness shall be evidenced by a subordinated intercompany note in the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount form of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)Exhibit 7.3(c); (d) Indebtedness incurred by Parent, of any Borrower or Foreign Subsidiary owed to any Subsidiary Loan Party subsequent to other Foreign Subsidiary; (e) Indebtedness outstanding on the Closing Date secured by purchase money Liensand listed on Schedule (7.3(e)) and any refinancings, refundings, renewals or extensions thereof (without shortening the maturity of, or increasing the principal amount of all Indebtedness listed thereon); (f) Indebtedness of any Foreign Subsidiaries (other than Halla and its Subsidiaries) up to an aggregate amount not to exceed $100,000,000 at any one time outstanding and any refinancings, refundings, renewals, reallocations or extensions thereof; provided that any new credit facility refinancing or replacing any such Indebtedness does not cause the aggregate amount of Indebtedness permitted available under this Section 6.0 1(e) shall not all such credit facilities to exceed $10,000,000 100,000,000; (g) Indebtedness of Foreign Subsidiaries under Permitted Factoring Programs and Permitted Receivables Financing incurred after the Closing Date (excluding Indebtedness of a Securitization Subsidiary owed to any Foreign Subsidiary or of any Foreign Subsidiary owed to a Securitization Subsidiary) in an aggregate amount not to exceed $100,000,000 at any one time outstanding (without regard to adverse changes in the exchange rate) in the aggregate plus an additional $50,000,000 at any one time outstanding (without regard to adverse changes in the exchange rate) in the aggregate if purchase orders of Visteon Sistemas Interiores Espana, S.L. have not been transferred to Visteon Electronics Corporation; (h) Indebtedness under letters of credit issued on behalf of Foreign Subsidiaries in an aggregate amount not to exceed $35,000,000 at any one time outstanding; (ei) Subject Indebtedness of Halla and its Subsidiaries in an amount not to Sections 6.10exceed, when combined with all other outstanding Indebtedness of Halla and its Subsidiaries, $350,000,000 at any one time outstanding (inclusive of any Indebtedness outstanding on the Closing Date); (j) Indebtedness incurred in addition the ordinary course of business in connection with cash pooling, netting and cash management arrangements consisting of overdrafts or similar arrangements; provided that any such Indebtedness does not consist of Indebtedness for borrowed money and is owed to the financial institutions providing such arrangements and such Indebtedness permitted under Section 6.01(d), is extinguished in accordance with customary practices with respect thereto; (k) Capital Lease Obligations entered into after the Closing Date; (f) and purchase money Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent Borrower or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the its Restricted Subsidiaries in an aggregate amount of such Indebtedness shall not to exceed $3,000,000 40,000,000 at any one time outstanding; (gl) Indebtedness in respect of Swap Contracts permitted under Section 7.17; (m) Indebtedness of Borrower consisting of (i) repurchase obligations with respect to Stock of Borrower issued to directors, consultants, managers, officers and employees of Borrower and its Subsidiaries arising upon the death, disability or termination of employment of such director, consultant, manager, officer or employee to the extent such repurchase is permitted under Section 7.14 and (ii) promissory notes issued by Borrower to directors, consultants, managers, officers and employees (or their spouses or estates) of Borrower and its Subsidiaries to purchase or redeem Stock of Borrower issued to such director, consultant, manager, officer or employee to the extent such purchase or redemption is permitted under Section 7.14; provided that (x) immediately before and after giving Pro Forma Effect to any Indebtedness, no Event of Default has occurred and is continuing or would result therefrom and (y) the aggregate principal amount of Indebtedness permitted to be incurred by this clause (m) shall not exceed $5,000,000 per Fiscal Year and all such Indebtedness shall be unsecured; (n) Indebtedness incurred, acquired or assumed in connection with Permitted Acquisitions that is either (i) unsecured and the final stated maturity date for such unsecured Indebtedness shall be later than the Commitment Termination Date, or (ii) secured so long as (A) such Indebtedness was not incurred in contemplation of the applicable Permitted Acquisition and (B) such Indebtedness is secured only by assets of the Person acquired pursuant to the applicable Permitted Acquisition; provided that (w) such Indebtedness does not exceed, in the aggregate $400,000,000 at any one time outstanding, (x) no Event of Default shall have occurred and be continuing or immediately result therefrom, (y) other than with respect to Indebtedness assumed in connection with Permitted Acquisitions, the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption (other than pursuant to customary asset sales or change of control provisions requiring redemptions) or sinking fund obligation prior to the Commitment Termination Date (or such later date that is the final maturity date or any incremental extension of credit hereunder), (z) Borrower shall be in Pro Forma Compliance with the Financial Covenants after giving effect to such Permitted Acquisition and the assumption and/or incurrence of such Indebtedness; (o) Indebtedness arising from investments among Parentout of Permitted Acquisitions and consisting of obligations of any Group Member under provisions relating to indemnification, adjustment of purchase price with respect thereto based on changes in working capital and earn-outs based on the income generated by the assets acquired in any Borrower and any Subsidiary Loan Party that are permitted hereundersuch Permitted Acquisition after the consummation thereof; (hp) Indebtedness owed to arising out of the Administrative Agent issuance of surety, stay, customs or any appeal bonds, performance bonds and performance and completion guaranties, in each case incurred in the ordinary course of its banking Affiliates business; (q) Guarantied Obligations and other obligations in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers the Indebtedness of funds, Joint Ventures (i) that qualify as Subsidiaries (other than Halla); provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 75,000,000 (or the equivalent thereof) at any one time outstanding and (ii) which do not qualify as Subsidiaries in an amount not exceeding $50,000,000 at any one time outstanding; (ir) Indebtedness under interest rate protection agreements permitted by Section 6.16of Joint Ventures which are Subsidiaries of Borrower (other than Halla and its Subsidiaries); and (j) provided that (i) in the case aggregate principal amount of Parent, such Indebtedness shall not exceed $75,000,000 (or the equivalent thereof) at any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 one time outstanding and (ii) such Indebtedness shall not be subject to any Lien or guaranty granted or incurred by Borrower or any other Restricted Subsidiary (other than a Subsidiary of such Joint Venture); (s) Indebtedness consisting of the financing of insurance premiums in the case ordinary course of Parent and Denny’s Holding, business with respect to Indebtedness described in paragraph (c) the providers of this Section 6.01:such insurance or their Affiliates; (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (Bt) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating hereunder not more than $10,000,000 in exceeding an aggregate principal amount of $25,000,000 at any one time outstanding; (u) Indebtedness of the Credit Parties and their Restricted Subsidiaries arising under Capital Leases entered into in connection with Sale-Leaseback Transactions permitted by Section 7.12; (v) intercompany notes issued by a Foreign Subsidiary in connection with Permitted Restructuring Transactions so long as (i) if the Permitted Restructuring Transaction involves a transfer by a Credit Party, such intercompany note shall be pledged as Collateral pursuant to the Collateral Documents (subject to the terms of the Intercreditor Agreement) and (ii) such note is not issued in respect of any Indebtedness for borrowed money payable in cash; (w) unsecured or subordinated Indebtedness of the Credit Parties in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding; provided that (i) such Indebtedness will not mature prior to the date that is one year following the Commitment Termination Date, (ii) such Indebtedness has no scheduled amortization of principal (or sinking fund payments or other similar payments) prior to the date that is one year following the Commitment Termination Date, (iii) no Default shall have occurred and be continuing or would immediately result therefrom, (iv) immediately after giving effect thereto, Borrower and its Restricted Subsidiaries are in compliance, on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness, with the covenants set forth in Section 7.10, and (v) except in the case of guaranties by Foreign Subsidiaries of such Indebtedness of Foreign Subsidiaries, no Restricted Subsidiary shall guaranty any such Indebtedness unless such Restricted Subsidiary is also a Subsidiary Guarantor under this Agreement and the other Loan Documents; and (x) Indebtedness in respect of obligations with respect to letters of credit issued pursuant to the Postpetition Letter of Credit Facility not to exceed $15,000,000 at any time outstanding.

Indebtedness. IncurCreate, createincur, assume or permit to exist guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (a) Indebtedness existing on each of the Closing Date Credit Parties may become and set forth in Schedule 6.01remain liable with respect to its respective Obligations; (b) Company and its Subsidiaries, as applicable, may remain liable with respect to Indebtedness arising hereunder or evidenced by the Loan Documents,described in Schedule 6.1 annexed hereto and any Permitted Refinancing Indebtedness in respect thereof; (c) Permitted Subordinated Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents incurred or issued in an aggregate amount at any time outstanding not to exceed $175,000,000 less 25,000,000 in any Fiscal Year, unless the aggregate proceeds of such excess amounts are applied to prepay the Loans pursuant to Section 2.13(c), and Permitted Refinancing Indebtedness in respect thereof (provided that the proceeds of such Permitted Refinancing Indebtedness in excess of the amount of principal payments made with respect thereto and repurchases thereof by applied to repay or prepay such Indebtedness are likewise applied to prepay the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Loans pursuant to Section 6.01(j2.13(c)); (d) Company and its Subsidiaries may become and remain liable with respect to Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by under Capital Leases and purchase money LiensIndebtedness; provided, provided that the aggregate amount of all Indebtedness permitted outstanding under this Section 6.0 1(eclause (d) at any time shall not exceed $10,000,000 at any one time outstanding20,000,000; (e) Subject Indebtedness of (i) any Credit Party owing to Sections 6.10any other Credit Party (other than Indebtedness owed to Holdings), (ii) any Subsidiary of Holdings which is not a Credit Party (1) to any other Subsidiary of Holdings which is not a Credit Party and (2) to any other Subsidiary of Holdings which is a Credit Party; provided, that any Indebtedness pursuant to this clause (2) shall have no scheduled amortization or payments of principal prior to the date that is six (6) months after the Tranche D Term Loan Maturity Date, (iii) any Credit Party to any Subsidiary of Holdings which is not a Credit Party in respect of an Investment permitted by Section 6.3(a)(iii); and (iv) Holdings owed to any of its Subsidiaries in lieu of, and not in addition excess of the amount of Restricted Junior Payments to the extent permitted to be made to Holdings in accordance with Section 6.5; provided, that all such Indebtedness permitted under Section 6.01(d), Capital Lease of any Credit Party pursuant to this clause (e) must be expressly subordinated to the Obligations entered into after on terms not materially less favorable than those set forth in the Closing DateSenior Subordinated Notes; (f) from and after the Holdings Merger Effective Date, Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or under the Parent Notes and any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Permitted Refinancing Indebtedness shall not exceed $3,000,000 at any time outstandingin respect thereof; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder[Reserved]; (h) Indebtedness owed incurred by Company with respect to the Administrative Agent or Senior Subordinated Notes and any of its banking Affiliates Permitted Refinancing Indebtedness in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstandingthereof; (i) Indebtedness under interest rate protection agreements assumed in connection with Permitted Acquisitions (so long as such Indebtedness was not incurred in anticipation of any such Permitted Acquisitions), (ii) Indebtedness of newly acquired Subsidiaries acquired in such Permitted Acquisitions (so long as such Indebtedness was not incurred in anticipation of any such Permitted Acquisition); provided, that the aggregate amount of the Indebtedness incurred pursuant to clauses (i) and (ii) shall not exceed $25,000,000 in the aggregate at any time outstanding and Permitted Refinancing Indebtedness in respect thereof, and (iii) Indebtedness owed to the seller in any Permitted Acquisition constituting part of the purchase price thereof in an aggregate amount not to exceed $50,000,000 at any time outstanding; provided that such Indebtedness permitted by pursuant to this clause (iii) (1) does not provide for any prepayment or repayment of all or any portion of the principal thereof prior to the date of the final scheduled installment of principal of any of the Loans, (2) is subordinated in right of payment to the Obligations and (3) upon the assumption or incurrence of Indebtedness permitted pursuant to this clause (iii), Company and its Subsidiaries will be in compliance with the covenants set forth in Section 6.16; and6.6 on a Pro Forma Basis as of the most recent Fiscal Quarter ended, after giving effect to such Permitted Acquisition and the assumption or incurrence of such Indebtedness in connection therewith; (j) Indebtedness of Company and its Subsidiaries in connection with workmen’s compensation obligations and insurance premiums of Company and its Subsidiaries; (k) Holdings and its Subsidiaries may incur and permit to remain outstanding Indebtedness (other than for borrowed money) subject to Liens permitted by Section 6.2; (l) Indebtedness of Holdings and its Subsidiaries representing deferred compensation to employees of Holdings and its Subsidiaries; (m) Indebtedness incurred by Holdings and its Subsidiaries to current or former directors, officers and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Capital Stock of Parent or Holdings permitted by Section 6.5; (n) Indebtedness incurred by Holdings or its Subsidiaries in a Permitted Acquisition or an Asset Sale with respect to the adjustment of the purchase price or similar adjustments; (o) Indebtedness of Holdings or its Subsidiaries in respect of netting services, overdraft protection and similar arrangements in each case in connection with deposit accounts; (p) unsecured Indebtedness of Holdings (and any Permitted Refinancing Indebtedness in respect thereof) that (i) in the case is not supported by any Contingent Obligations of Parentor Liens granted by Company or any of its Subsidiaries, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in will not mature prior to the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph date that is six (c6) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year months after the Tranche D Term Loan Maturity Date, (iiiii) are otherwise on terms consistent with prudent business practice does not permit any payments in cash in respect of the principal thereof for at least five (5) years from the date of the issuance of incurrence thereof, and then prevailing market practices (iv) has mandatory prepayment, repurchase or redemption, covenant, default and prices remedy provisions customary for senior discount notes of an issuer that is the parent of a borrower under senior secured credit facilities, and in any event not materially more restrictive than those contained in the applicable geographic area Senior Subordinated Note Indenture, taken as a whole (the “Holdco Notes”); provided, that an Authorized Officer of Company shall deliver to Administrative Agent an officer’s certificate demonstrating (w) both before and after giving effect to the incurrence of such Indebtedness and the application of proceeds thereof, no Default or Event of Default shall have occurred and be continuing; (x) Company and its Subsidiaries will be in compliance on a Pro Forma Basis with the covenants set forth in Section 6.6 as of the most recently ended Fiscal Quarter, (y) the Total Leverage Ratio and the Leverage Ratio determined on a Pro Forma Basis as of the most recent Fiscal Quarter ended shall be less than 6.75:1.00 and 5.50:1.00 respectively, and (iiiz) the ratings on the Loans shall be at least equal to the rating on the Loans received by Company from M▇▇▇▇’▇ on the Closing Date, in the case of Indebtedness described in Section 6.01(c)each of clauses (x) through (z) above, is on terms and conditions acceptable after giving effect to the Administrative Agentincurrence of such Indebtedness and the application of the proceeds thereof; provided, further, that proceeds of such Indebtedness shall be applied by Holdings to refinance such Debt or make Investments and/or Restricted Junior Payments to the extent permitted by Section 6.3 and Section 6.5, respectively; (q) Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations under Hedge Agreements permitted hereunder; (r) Indebtedness constituting Contingent Obligations if the incurrence of the primary obligation is otherwise permitted by this Section 6.1 (other than Contingent Obligations by Company and its Subsidiaries with respect to Indebtedness of Holdings); (s) Company and its Subsidiaries may become and remain liable with respect to repurchase obligations with respect to the Floor Plan Sales; (t) Foreign Subsidiaries may become and remain liable with respect to Indebtedness in an aggregate principal amount at any time outstanding not exceeding $30,000,000; and (Bu) additional unsecured Indebtedness of Company and its Subsidiaries not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 6.1 in an aggregate principal amount at any one time outstandingoutstanding not exceeding $40,000,000.

Indebtedness. IncurCreate, createincur, assume or permit suffer to exist any IndebtednessIndebtedness (including any Earn-Out Obligations), except: (a) the Obligations; (b) Indebtedness of the Loan Parties and their Subsidiaries existing on the Closing Date and set forth in Schedule 6.018.1 and any Permitted Refinancing thereof; (b) Indebtedness arising hereunder or evidenced by the Loan Documents, (c) purchase money Indebtedness (including obligations in respect of Capital Leases but excluding Synthetic Leases) hereafter incurred by the Loan Parties or any of their Subsidiaries to finance the purchase of fixed assets and any Permitted Refinancing thereof; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the Parent asset(s) financed and Denny’s Holding under (ii) the 10% Senior Notes Documents in an aggregate total amount of all such Indebtedness at any time outstanding shall not to exceed the greater of (1) $175,000,000 less the aggregate amount 80,000,000 and (2) 16% of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))LTM Consolidated EBITDA; (d) Indebtedness incurred by Parent, in respect of any Borrower Swap Agreement that is entered into in the ordinary course of business to hedge or mitigate risks to which any Loan Party or any Subsidiary Loan Party subsequent of its Subsidiaries is exposed in the conduct of its business or the management of its liabilities (it being acknowledged by the Borrower that a Swap Agreement entered into for speculative purposes or of a speculative nature is not a Swap Agreement entered into in the ordinary course of business to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstandinghedge or mitigate risks); (e) Subject to Sections 6.10, and in addition to intercompany Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after 8.3; provided that any Indebtedness of a Loan Party owing to any Subsidiary that is not a Loan Party shall be subject to a Subordination Agreement reasonably acceptable to the Closing DateAdministrative Agent in its sole discretion; (f) Indebtedness arising subsequent assumed in connection with (or attaching to the Closing Date under assets of a Person that becomes a Subsidiary in connection with) a Permitted Acquisition or other Investment not prohibited hereunder; provided that (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed the greater of (1) $3,000,000 15,000,000 and (2) 3% of LTM Consolidated EBITDA in the aggregate at any time outstandingoutstanding and (ii) such Indebtedness exists at the time such Person becomes a Subsidiary or such Permitted Acquisition or other Investment occurs and is not created in contemplation of or in connection therewith; (g) Guarantees with respect to Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunderunder this Section 8.1; (h) current Indebtedness owed to maturing in less than one (1) year and incurred in the Administrative Agent ordinary course of business for raw materials, supplies, equipment, services Taxes or any labor; (i) so long as in the aggregate such Indebtedness does not exceed the greater of its banking Affiliates (i) $8,000,000 and (ii) 2% of LTM Consolidated EBITDA, Indebtedness consisting of the financing of insurance premiums in the ordinary course of business or consistent with past practice; (j) Indebtedness in respect of any overdrafts performance bonds, bid bonds, appeal bonds, surety bonds and related liabilities completion guarantees and similar obligations (including, in each case, letters of credit issued to provide such bonds, guaranties and similar obligations), in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (k) Indebtedness arising from treasuryoverdraft facilities and/or the honoring by a bank or other financial institution of a check, depository and cash management services draft or similar instrument drawn against insufficient funds in the ordinary course of business; (l) Indebtedness due to sellers in connection with Permitted Acquisitions, including any automated clearing house transfers of fundsEarn-Out Obligations incurred in connection thereto, provided that so long as for all other Permitted Acquisitions, the aggregate principal amount of such Indebtedness shall not exceed the greater of (i) $30,000,000 40,000,000 and (ii) 8% of LTM Consolidated EBITDA at any one time outstanding; (im) Indebtedness under interest rate protection agreements permitted by Section 6.16; andIncremental Equivalent Debt and any Permitted Refinancing thereof; (jn) other Indebtedness in an aggregate principal amount not exceeding the greater of (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 $40,000,000 and (ii) in the case 8% of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount LTM Consolidated EBITDA at any one time outstanding.outstanding and any Permitted Refinancing thereof;

Indebtedness. IncurThe Top Borrower shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, create, incur, assume or permit suffer to exist any Indebtedness, exceptin each case, other than: (a) Indebtedness existing on under the Closing Date and set forth in Schedule 6.01Loan Documents; (b) unsecured intercompany Indebtedness arising hereunder owed to the Top Borrower or evidenced any Restricted Subsidiary (i) that is incurred in the ordinary course of business in connection with cash management practices or (ii) in the case of Indebtedness owed by a Restricted Subsidiary that is not a Loan Party to a Loan Party, in an aggregate amount, together with the Loan Documents,aggregate amount of Indebtedness permitted under Section 7.03(s)(ii)(y), not to exceed the Intercompany Debt/Investments Cap; (c) (A) all Indebtedness of outstanding on the Parent date hereof and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at listed on Schedule 7.03 and (B) any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))Permitted Refinancing thereof; (d) obligations under Swap Contracts entered into by the Top Borrower other than a Swap Contract entered into for speculative purposes; (e) Indebtedness in respect of Finance Lease Obligations, Synthetic Lease Obligations, Construction Indebtedness and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(o); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (x) $50,000,000 and (y) 33.0% of Consolidated EBITDA of the Top Borrower and its Restricted Subsidiaries for the most recently ended Test Period on the date of incurrence of such Indebtedness; (f) (A) Indebtedness of any Loan Party in respect of one or more series of senior unsecured notes or loans, senior secured first lien or junior lien notes or loans or subordinated notes or loans that may be secured by the Collateral on a junior or, solely in the case of senior notes, pari passu, basis with the Secured Obligations, that are issued or made in lieu of Increased Revolving Commitments, Increased Term Loan Commitments and/or Incremental Term Facilities pursuant to an indenture, a loan agreement or a note purchase agreement or otherwise (any such Indebtedness, “Incremental Equivalent Debt”); provided that (i) the aggregate principal amount of such Incremental Equivalent Debt issued or incurred and outstanding at any one time shall not exceed the Incremental Loan Amount on the date of incurrence; (ii) if such Incremental Equivalent Debt (other than Customary Bridge Loans) is secured on a pari passu basis with the Secured Obligations, the maturity date applicable to such Incremental Equivalent Debt shall be on or after the Maturity Date of the Initial Revolving Credit Facility; (iii) if such Incremental Equivalent Debt (other than Customary Bridge Loans) is secured on a second lien (or other junior basis) or is unsecured, such Incremental Equivalent Debt shall satisfy the definition of Permitted Junior Debt Conditions; (iv) if such Incremental Equivalent Debt is secured, the holders of such Indebtedness (or their representative) shall be party to a Customary Intercreditor Agreement with the Administrative Agent and such Incremental Equivalent Debt shall not be secured by any assets other than Collateral; (v) such Incremental Equivalent Debt shall not benefit from any borrower or guarantor other than the Loan Parties; and (vi) except as set forth in subsections (i) through (v) of this Section 7.03(f), the terms (excluding pricing, fees, original issue discount, rate floors, premiums, optional prepayment or optional redemption provisions) of such Incremental Equivalent Debt are (as determined by the Top Borrower in good faith), taken as a whole, not materially less favorable to the Loan Parties than the terms of the Initial Revolving Credit Facility, when taken as a whole, or otherwise reasonably satisfactory the Administrative Agent; and (B) any Permitted Refinancing in respect thereof that satisfies subsection (A)(iv) and (A)(vi) above; (A) Indebtedness incurred or assumed by Parent, any the Top Borrower or any Restricted Subsidiary, including in connection with the acquisition of any Restricted Subsidiary after the Closing Date, in respect of one or more series of senior unsecured notes or loans or senior secured first lien or junior lien notes or loans; provided that (i) the Total Net Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recently-ended Test Period is not greater than 2.50 to 1.00; (ii) if such Indebtedness (other than Customary Bridge Loans) is secured by the Collateral on a pari passu basis with the Secured Obligations, the maturity date applicable to such Indebtedness shall be on or after the Maturity Date of the Initial Revolving Credit Facility, (iii) if such Indebtedness is secured by the Collateral on a second lien (or other junior basis) or is unsecured, such Indebtedness shall satisfy the definition of Permitted Junior Debt Conditions; (iv) if such Indebtedness is secured by the Collateral, the holders of such Indebtedness (or their representative) shall be party to a Customary Intercreditor Agreement with the Administrative Agent and such Indebtedness shall not be secured by any assets other than Collateral; (v) the aggregate amount of Indebtedness incurred or assumed and outstanding at any one time pursuant to this clause (g) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $50,000,000 and (y) 40.0% of Consolidated EBITDA of the Top Borrower and its Restricted Subsidiaries for the most recently ended Test Period; and (vi) except as set forth in subsections (i) through (v) of this Section 7.03(g), the terms (excluding pricing, fees, original issue discount, rate floors, premiums, optional prepayment or optional redemption provisions) of any Indebtedness incurred pursuant to this clause (g) (but not Indebtedness assumed) are (as determined by the Top Borrower in good faith), taken as a whole, not materially less favorable to the Loan Party subsequent Parties than the terms of the Initial Revolving Credit Facility, when taken as a whole, or otherwise reasonably satisfactory the Administrative Agent; and (B) any Permitted Refinancing in respect thereof that satisfies subsection (A)(iv) and (A)(vi) above; (h) Indebtedness (including Indebtedness secured by Liens permitted under Section 7.01(r)) of any Restricted Subsidiary that is not a Guarantor (and not required to become a Guarantor pursuant to Section 6.12) in an aggregate principal amount outstanding at any time not to exceed the greater of (x) $75,000,000 and (y) 40.0% of Consolidated EBITDA of the Top Borrower and its Restricted Subsidiaries for the most recently ended Test Period; (i) [reserved]; (i) Indebtedness of any Person acquired by, or merged into or consolidated or amalgamated with, the Top Borrower or any Restricted Subsidiary after the Closing Date secured as part of an Investment otherwise permitted by purchase money LiensSection 7.02 (provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of, or in connection with, such Person becoming a Subsidiary); provided that the Top Borrower would be in compliance with Sections 7.10(a) and (b) on a Pro Forma Basis as of the last day of the Test Period most recently ended (regardless of whether any Covenant Facility is then outstanding) and (ii) any Permitted Refinancing thereof; (k) additional Indebtedness in an aggregate amount outstanding at any one time not to exceed the greater of (x) $75,000,000 and (y) 50.0% of Consolidated EBITDA of the Top Borrower and its Restricted Subsidiaries for the most recently ended Test Period on the date of incurrence of such Indebtedness; provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 incurred or assumed and outstanding at any one time outstandingpursuant to this clause (k) by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $37,500,000 and (y) 25.0% of Consolidated EBITDA of the Top Borrower and its Restricted Subsidiaries for the most recently ended Test Period; (el) Subject Indebtedness of the Top Borrower or any Restricted Subsidiary in connection with one or more letters of credit, bankers’ acceptances, worker’s compensation claims, surety bonds, appeal bonds, performance bonds or completion guarantees issued in the ordinary course of business or pursuant to Sections 6.10, self-insurance and similar obligations and not in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after connection with the Closing Dateborrowing of money or the obtaining of advances or credit; (fm) Indebtedness arising subsequent from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; (n) Indebtedness arising from agreements of the Top Borrower or any Restricted Subsidiary providing for deferred purchase price for goods or services, earnouts, indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Person otherwise permitted by this Indenture; (o) Indebtedness consisting of the financing of insurance premiums or take-or-pay obligations contained in supply arrangements; (p) Indebtedness representing deferred compensation to employees, consultants or independent contractors of the Closing Date under Top Borrower or any Restricted Subsidiary incurred in the ordinary course of business; (q) [reserved]; (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors Defeased Indebtedness and (ii) any travel Escrowed Indebtedness; provided that, in the case of clause (ii), from and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that after the aggregate amount release of such Indebtedness from escrow, it shall not exceed $3,000,000 at any time outstanding; (g) no longer be deemed Escrowed Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstandingunder this Agreement; (i) Indebtedness under interest rate protection agreements permitted in respect of guarantee executed by Section 6.16any Restricted Subsidiary (other than a Guarantor) with respect to any Indebtedness or other obligations of the Top Borrower or any Restricted Subsidiary; and provided that such Indebtedness or other obligation is not incurred by such Person in violation of this Agreement and (jii) Indebtedness in respect of guarantee executed by a Loan Party with respect to any Indebtedness or other obligations of the Top Borrower or any Restricted Subsidiary, including, without limitation, working capital financing and other third party financing; provided that (ix) such Indebtedness or other obligation is not incurred by such Person in violation of this Agreement and (y) in the case of Parent, any Borrower or Subsidiary guarantee by a Loan Party of Indebtedness or other obligations of a Restricted Subsidiary that is not a Loan Party, the aggregate amount, together with respect to the aggregate amount of Indebtedness described permitted under paragraphs (aSection 7.03(b)(ii), does not exceed the Intercompany Debt/Investments Cap; (b), t) [reserved]; (d), (e), (f), (g), (hu) or (i) of this Section 6.01 Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt, Permitted Unsecured Refinancing Debt and (ii) any Permitted Refinancing thereof; and (v) Non-Recourse Indebtedness; provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (x) $100,000,000 and (y) 66.7% of Consolidated EBITDA of the Top Borrower and its Restricted Subsidiaries for the most recently ended Test Period on the date of incurrence of such Indebtedness. For purposes of determining compliance with this Section 7.03, in the case event that an item of Parent and Denny’s Holding, with respect to Indebtedness meets the criteria of more than one of the categories of Indebtedness described in paragraph subsections (ca) of this Section 6.01: through (Av) all principalabove, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, the Top Borrower may from time to time, in its sole discretion, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Indebtedness in one or more of the above subsections; provided that such renewals, extensions, modifications and refinancings all Indebtedness outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in subsection (ia) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding7.03.

Indebtedness. IncurEach of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.01; (b) Indebtedness arising hereunder or evidenced by the Loan Documents, (c) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; without duplication: (i) Indebtedness under interest rate protection agreements the Loan Documents; (ii) Existing Indebtedness as set forth on Schedule 7.2.1 (including any extensions or renewals thereof; provided there is no increase in the principal amount thereof); (iii) Indebtedness incurred with respect to Purchase Money Security Interests and Capital Leases in aggregate principal amount not to exceed Thirty-Five Million and 00/100 Dollars ($35,000,000.005,000,000.00) at any time outstanding; (iv) Indebtedness of a Loan Party to another Loan Party which is subordinated pursuant to the Intercompany Subordination Agreement; (v) Indebtedness of a Loan Party to an Excluded Subsidiary which is subordinated pursuant to the Intercompany Subordination Agreement; (vi) Indebtedness of an Excluded Subsidiary to a Loan Party so long as such Indebtedness is incurred within the parameters of clause (ix) of Section 7.2.4 [Loans and Investments]; (vii) Indebtedness of an Excluded Subsidiary to another Excluded Subsidiary; (viii) Guaranties of Indebtedness permitted by Section 6.167.2.3 [Guaranties]; and (jix) Any (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity DateLender Provided Interest Rate Hedge, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and Lender Provided Foreign Currency Hedge or (iii) Indebtedness under any Other Lender Provided Financial Services Product; provided however, the Loan Parties shall enter into an Interest Rate Hedge or Foreign Currency Hedge only for hedging (rather than speculative) purposes; (x) Indebtedness of one or more Loan Parties pursuant to an unsecured line of credit for the purpose of providing financing to such Loan Parties in connection with vendor purchasing relationships of such Loan Parties, not to exceed ThirtyTwenty-Five Million and 00/100 Dollars ($35,000,000.0025,000,000.00) in the case aggregate for all such lines of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.credit;

Indebtedness. IncurEach of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time create, incur, assume or permit suffer to exist any Indebtedness, except: (ai) Indebtedness existing under the Loan Documents; (ii) Existing Indebtedness as set forth on Schedule 7.2.1 (including any extensions, refinancings or renewals thereof; provided there is no increase in the amount thereof or other significant change in the terms thereof that would otherwise be materially less favorable to the Loan Parties and their Subsidiaries, taken as a whole (other than fees, expenses, interest accrual and premiums incurred in connection with any such refinancing); (iii) Indebtedness under the 2010 Note Purchase Agreement and the Notes (as defined in the 2010 Note Purchase Agreement (other than the Shelf Notes (as defined in the 2010 Note Purchase Agreement))) in an aggregate principal amount not to exceed the principal amount outstanding on the Closing Date (but not including the Private Shelf Facility in the 2010 Note Purchase Agreement) and set forth in Schedule 6.01the 2010 Note Purchase Agreement Guarantees, as the same may be extended, renewed or refinanced; (b) Indebtedness arising hereunder or evidenced by the Loan Documents, (civ) Indebtedness of a Domestic Loan Party to another Domestic Loan Party which is subordinated pursuant to the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))Intercompany Subordination Agreement; (dv) Indebtedness incurred by Parent, any of a Domestic Loan Party to a Foreign Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by purchase money LiensExcluded Subsidiary, provided that the aggregate amount of such Indebtedness permitted under this Section 6.0 1(e) shall to Foreign Borrowers and Excluded Subsidiaries does not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and 300,000,000.00 in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of for all such Indebtedness shall not exceed $3,000,000 to all such Foreign Borrowers and Excluded Subsidiaries at any time outstanding; (gvi) Indebtedness arising from investments among Parent, any Borrower incurred with respect to Purchase Money Security Interests and any Subsidiary Loan Party that are permitted hereunderCapital Leases; (hvii) Indebtedness owed to Any (a) Currency Agreement, (b) Lender Provided Interest Rate Hedge or Lender Provided Commodity Hedge, (c) Interest Rate Hedge approved by the Administrative Agent or (d) Indebtedness under any Other Lender Provided Financial Services Product; provided, however, the Loan Parties and their Subsidiaries shall enter into any Currency Agreement, Lender Provided Interest Rate Hedge, Lender Provided Commodity Hedge or any other Interest Rate Hedge only for hedging (rather than speculative) purposes; (viii) Indebtedness of its banking Affiliates a Foreign Borrower or an Excluded Subsidiary to a Foreign Borrower or an Excluded Subsidiary; (ix) Guaranties permitted by Section 7.2.3 [Guaranties] and transactions permitted by Section 7.2.4 [Loans and Investments]; (a) The MSACL-MSA Safety Promissory Notes in respect of an aggregate principal amount not to exceed $111,740,460.00, and (b) the MSACL-MSAW Promissory Note in a principal amount not to exceed $26,700,000.00; provided that such MSACL Promissory Notes are subordinated to the Obligations pursuant to documentation in form and substance satisfactory to the Administrative Agent; (xi) Any Indebtedness not otherwise permitted in items (i) through (x) above which does not exceed $20,000,000.00 in the aggregate at any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of fundstime outstanding, provided that the aggregate principal amount of documentation relating to such Indebtedness does not result in covenants materially more restrictive, taken as a whole, on the Loan Parties than those set forth in the Loan Documents and provided further that such Indebtedness shall not exceed $30,000,000 at any one time outstanding; only be permitted to be secured as and to the extent permitted under clause (ixiii) Indebtedness under interest rate protection agreements permitted by the definition of “Permitted Liens” in Section 6.161.1 [Certain Definitions]; and (jxii) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional Any unsecured Indebtedness not otherwise permitted by this in items (i) through (xi) above so long as at the time incurred and immediately after giving effect thereto, (a) the Company is in compliance with Section 6.01 aggregating 7.2.16 [Maximum Net Leverage Ratio] on a pro forma basis, and (b) to the extent any “priority debt” limitation in the 2010 Note Purchase Agreement or in any other agreement evidencing any Material Indebtedness remains in effect, the amount of outstanding Priority Indebtedness (as defined in the 2010 Note Purchase Agreement or any comparable defined term under any other agreement evidencing any Material Indebtedness) does not exceed the limitation set forth in the 2010 Note Purchase Agreement or in any other agreement evidencing any Material Indebtedness; provided that the documentation relating to such Indebtedness does not result in covenants materially more restrictive, taken as a whole, on the Loan Parties than $10,000,000 those set forth in principal amount at any one time outstandingthe Loan Documents.

Indebtedness. IncurNo Credit Party will, nor will any Credit Party permit any of its Restricted Subsidiaries to, contract, create, incur, assume or permit suffer to exist any IndebtednessIndebtedness of the Credit Parties or any of their respective Restricted Subsidiaries, except: (a) Indebtedness incurred under this Agreement and the other Loan Documents; (b) the Indebtedness existing on the Closing Date and set forth in on Schedule 6.017.04 hereto and any Permitted Refinancing thereof; (b) Indebtedness arising hereunder or evidenced by the Loan Documents, (c) Indebtedness of the Parent Credit Parties and Denny’s Holding under their Restricted Subsidiaries incurred to finance the 10% Senior Notes Documents acquisition, construction, repair, replacement or improvement of any fixed or capital assets, including Capitalized Lease Obligations and Purchase Money Indebtedness (and including any such Indebtedness that is assumed in connection with a Permitted Acquisition) in an aggregate amount at any one time outstanding not to exceed the greater of (x) $120,000,000 and (y) an amount equal to 20% of Pro Forma EBITDA for the most recently ended Testing Period; (d) Indebtedness of Non-Credit Parties in an aggregate amount at any one time outstanding not to exceed the greater of (x) $60,000,000 and (y) an amount equal to 10% of Pro Forma EBITDA for the most recently ended Testing Period; (e) any intercompany loans (i) made by the U.S. Borrower or any of its Restricted Subsidiaries to the U.S. Borrower or any of its Restricted Subsidiaries, as applicable, to the extent existing on the Closing Date (provided that such intercompany loans were not incurred in connection with the Transactions), (ii) made by any Non-Credit Party to any other Non-Credit Party, (iii) made by any U.S. Credit Party to any other U.S. Credit Party, (iv) made by any Credit Party to any U.S. Credit Party, (v) made by any EMEA Credit Party to any other EMEA Credit Party, (vi) made by any U.S. Credit Party to any EMEA Credit Party in an aggregate principal amount not to exceed the greater of (x) $125,000,000 and (y) an amount equal to 25% of Pro Forma EBITDA for the most recently ended Testing Period, and (vii) made by a Credit Party to any Non-Credit Party in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $175,000,000 less 60,000,000 and (y) an amount equal to 10% of Pro Forma EBITDA for the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent most recently ended Testing Period; provided that all such intercompany loans are subject to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing DateIntercompany Subordination Agreement; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters Indebtedness of the U.S. Borrower and field staff its Subsidiaries under Hedge Agreements; provided that such Hedge Agreements have been entered into in the ordinary course of Parent or any Subsidiary Loan Party to purchase goods business and supplies from vendors not for speculative purposes and (ii) Indebtedness consisting of obligations under any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstandingPermitted Equity Derivatives; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are constituting Guaranty Obligations permitted hereunderby Section 7.05; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with Permitted Receivables Financings in an aggregate amount at any automated clearing house transfers one time outstanding not to exceed the greater of funds, (x) $60,000,000 and (y) an amount equal to 10% of Pro Forma EBITDA for the most recently ended Testing Period; (i) unsecured Indebtedness; provided that (i) no Event of Default (or, in the aggregate principal amount case of debt incurred or assumed in connection with a Limited Condition Acquisition, no Specified Event of Default) shall exist and be continuing at the time such Indebtedness is assumed or incurred or would result therefrom, (ii) on a Pro Forma Basis immediately after giving effect to the assumption or incurrence of such Indebtedness and any related transactions, the Consolidated Total Net Leverage Ratio does not exceed 6.00:1.00 (excluding, solely for the purposes of this calculation, the cash proceeds of any such Indebtedness being incurred at such time), (iii) the final maturity of such Indebtedness shall not be earlier than 91 days after the latest Term Loan Maturity Date then in effect and (iv) the weighted average life to maturity of such Indebtedness shall not be shorter than 91 days after the weighted average life to maturity of any outstanding Term Loans; provided that (x) the aggregate outstanding principal amount of Incremental Equivalent Debt and Indebtedness incurred pursuant to this Section 7.04(i) of the Non-U.S. EMEA Credit Parties (or any of them) shall not exceed the EMEA Ratio Debt Cap and (y) the amount of such Indebtedness incurred by Non-Credit Parties shall not exceed $30,000,000 25,000,000 in the aggregate at any one an time outstanding; (ij) Indebtedness arising from agreements of any Credit Party or any of their Restricted Subsidiaries providing for indemnification, adjustment of purchase price, working capital adjustments or similar adjustments (including earn-out obligations), in each case, whether or not evidenced by a note, and incurred or assumed in connection with the Target Acquisition, any Permitted Acquisition or any Asset -187- Sale or Investment permitted under interest rate protection agreements this Agreement (any such obligations, “Deferred Acquisition Obligations”); (k) other Indebtedness of the U.S. Borrower and its Restricted Subsidiaries in an aggregate outstanding principal amount not to exceed the greater of (x) $120,000,000 and (y) an amount equal to 20% of Pro Forma EBITDA for the most recently ended Testing Period; (l) Incremental Equivalent Debt; (m) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with Deposit Accounts to the extent incurred in the ordinary course of business; (o) Indebtedness consisting of obligations to make payments and/or promissory notes issued by any Credit Party to finance the purchase or redemption of Equity Interests of the U.S. Borrower to the extent the applicable Restricted Payment is not permitted by Section 6.167.06(d)(B); andprovided that any such Indebtedness shall be subject to the maximum cash consideration set forth in Section 7.06(d)(B); (jp) obligations in respect of surety, stay, customs and appeal bonds, bid or performance bonds and performance and completion guaranties and obligations of a like nature (including letters of credit related thereto), worker’s compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance obligations, trade contracts, governmental contracts and leases, in each case incurred in the ordinary course of business and not in connection with the borrowing of money; (q) reimbursement obligations with respect to (x) the letters of credit existing on the Closing Date and set forth on Schedule 7.04(q) hereto and (y) banker acceptances, bank guarantees or other similar instruments or obligations incurred in the ordinary course of business; (r) (i) the 2024 Notes outstanding on the Closing Date and (ii) any Permitted Refinancing thereof; (s) to the extent constituting Indebtedness, deposits and advance payments received from customers in the case ordinary course of Parentbusiness consistent with past practices; (t) Indebtedness (including any guaranties) incurred in connection with granting any IRU or entering into similar arrangements conveying capacity, any Borrower including put rights granted in connection therewith; (u) non-cash accruals of interest, accretion or Subsidiary Loan Party amortization of original issue discount and/or pay-in-kind interest with respect to Indebtedness described permitted under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and 7.04; (iiv) Indebtedness arising by operation of law as a result of the existence of a fiscal unity (fiscale eenheid) for Dutch corporate income tax purposes between Restricted Subsidiaries incorporated in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01:Netherlands; (Aw) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under Indebtedness of any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase Restricted Subsidiary incorporated in the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof Netherlands pursuant to a date earlier than one year after declaration of joint and several liability in respect of another Restricted Subsidiary used for the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.purpose of

Indebtedness. IncurNo Credit Party shall, or shall permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except:except (without duplication): (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.01of any Credit Party pursuant to any Loan Document; (b) Indebtedness arising hereunder or evidenced by of any Credit Party under the Term Loan Credit Documents,; provided that the aggregate principal amount of such Indebtedness shall not exceed the “Term Loan Cap” (as defined in the Intercreditor Agreement; (c) unsecured Indebtedness of any Credit Party owed to any other Credit Party or to any Subsidiary which is not a Credit Party and Indebtedness of any Subsidiary that is not a Credit Party owed to any Credit Party, in each case, to the Parent extent permitted by Sections 7.2(e), (f), (g), (h) and Denny’s Holding under (j); provided that all such Indebtedness shall be evidenced by a subordinated intercompany note in the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount form of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)Exhibit 7.3(c); (d) Indebtedness incurred by Parent, of any Borrower or Foreign Subsidiary owed to any Subsidiary Loan Party subsequent to other Foreign Subsidiary; (e) Indebtedness outstanding on the Closing Date secured by purchase money Liensand listed on Schedule (7.3(e)) and any refinancings, refundings, renewals or extensions thereof (without shortening the maturity of, or increasing the principal amount of all Indebtedness listed thereon); (f) Indebtedness of any Foreign Subsidiaries (other than Halla and its Subsidiaries) up to an aggregate amount not to exceed $100,000,000 at any one time outstanding and any refinancings, refundings, renewals, reallocations or extensions thereof; provided that any new credit facility refinancing or replacing any such Indebtedness does not cause the aggregate amount of Indebtedness permitted available under this Section 6.0 1(e) shall not all such credit facilities to exceed $10,000,000 100,000,000; (g) Indebtedness of Foreign Subsidiaries under Permitted Factoring Programs and Permitted Receivables Financing incurred after the Closing Date (excluding Indebtedness of a Securitization Subsidiary owed to any Foreign Subsidiary or of any Foreign Subsidiary owed to a Securitization Subsidiary) in an aggregate amount not to exceed $100,000,000 at any one time outstanding (without regard to adverse changes in the exchange rate) in the aggregate plus an additional $50,000,000 at any one time outstanding (without regard to adverse changes in the exchange rate) in the aggregate if purchase orders of Visteon Sistemas Interiores Espana, S.L. have not been transferred to Visteon Electronics Corporation; (h) Indebtedness under letters of credit issued on behalf of Foreign Subsidiaries in an aggregate amount not to exceed $35,000,000 at any one time outstanding; (ei) Subject Indebtedness of Halla and its Subsidiaries in an amount not to Sections 6.10exceed, when combined with all other outstanding Indebtedness of Halla and its Subsidiaries, $350,000,000 at any one time outstanding (inclusive of any Indebtedness outstanding on the Closing Date); (j) Indebtedness incurred in addition the ordinary course of business in connection with cash pooling, netting and cash management arrangements consisting of overdrafts or similar arrangements; provided that any such Indebtedness does not consist of Indebtedness for borrowed money and is owed to the financial institutions providing such arrangements and such Indebtedness permitted under Section 6.01(d), is extinguished in accordance with customary practices with respect thereto; (k) Capital Lease Obligations entered into after the Closing Date; (f) and purchase money Indebtedness arising subsequent to the Closing Date under (i) of any purchasing card program established to enable headquarters and field staff of Parent Borrower or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the its Restricted Subsidiaries in an aggregate amount of such Indebtedness shall not to exceed $3,000,000 40,000,000 at any one time outstanding; (gl) Indebtedness in respect of Swap Contracts permitted under Section 7.17; (m) Indebtedness of Borrowers consisting of (i) repurchase obligations with respect to Stock of Visteon issued to directors, consultants, managers, officers and employees of Borrowers and their respective Subsidiaries arising upon the death, disability or termination of employment of such director, consultant, manager, officer or employee to the extent such repurchase is permitted under Section 7.14 and (ii) promissory notes issued by Borrowers to directors, consultants, managers, officers and employees (or their spouses or estates) of Borrowers and their respective Subsidiaries to purchase or redeem Stock of Visteon issued to such director, consultant, manager, officer or employee to the extent such purchase or redemption is permitted under Section 7.14; provided that (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the aggregate principal amount of Indebtedness permitted to be incurred by this clause (m) shall not exceed $5,000,000 per Fiscal Year and all such Indebtedness shall be subordinated in right of payment to the Obligations; (n) Indebtedness incurred, acquired or assumed in connection with Permitted Acquisitions that is either (i) unsecured and the final stated maturity date for such unsecured Indebtedness shall be later than the Commitment Termination Date or (ii) secured so long as (A) such Indebtedness was not incurred in contemplation of the applicable Permitted Acquisition and (B) such Indebtedness is secured only by assets of the Person acquired pursuant to the applicable Permitted Acquisition; provided that (x) no Event of Default shall have occurred and be continuing or immediately result therefrom and (y) Borrowers shall be in Pro Forma Compliance with the minimum Excess Availability covenant after giving effect to such Permitted Acquisition and the assumption and/or incurrence of such Indebtedness; (o) Indebtedness arising from investments among Parentout of Permitted Acquisitions and consisting of obligations of any Group Member under provisions relating to indemnification, adjustment of purchase price with respect thereto based on changes in working capital and earn-outs based on the income generated by the assets acquired in any Borrower and any Subsidiary Loan Party that are permitted hereundersuch Permitted Acquisition after the consummation thereof; (hp) Indebtedness owed to arising out of the Administrative Agent issuance of surety, stay, customs or any appeal bonds, performance bonds and performance and completion guaranties, in each case incurred in the ordinary course of its banking Affiliates business; (q) Guarantied Obligations and other obligations in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers the Indebtedness of funds, Joint Ventures (i) that qualify as Subsidiaries (other than Halla); provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 75,000,000 (or the equivalent thereof) at any one time outstanding and (ii) which do not qualify as Subsidiaries in an amount not exceeding $50,000,000 at any one time outstanding; (ir) Indebtedness under interest rate protection agreements permitted by Section 6.16of Joint Ventures which are Subsidiaries of Borrowers (other than Halla and its Subsidiaries); and (j) provided that (i) in the case aggregate principal amount of Parent, such Indebtedness shall not exceed $75,000,000 (or the equivalent thereof) at any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 one time outstanding and (ii) such Indebtedness shall not be subject to any Lien or guaranty granted or incurred by Borrowers or any other Restricted Subsidiary (other than a Subsidiary of such Joint Venture); (s) Indebtedness consisting of the financing of insurance premiums in the case ordinary course of Parent and Denny’s Holding, business with respect to Indebtedness described in paragraph (c) the providers of this Section 6.01:such insurance or their Affiliates; (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (Bt) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating hereunder not more than $10,000,000 in exceeding an aggregate principal amount of $25,000,000 at any one time outstanding; (u) Indebtedness of the Credit Parties and their Restricted Subsidiaries arising under Capital Leases entered into in connection with Sale-Leaseback Transactions permitted by Section 7.12; (v) intercompany notes issued by a Foreign Subsidiary in connection with Permitted Restructuring Transactions so long as (i) if the Permitted Restructuring Transaction involves a transfer by a Credit Party, such intercompany note shall be pledged as Collateral pursuant to the Collateral Documents (subject to the terms of the Intercreditor Agreement) and (ii) such note is not issued in respect of any Indebtedness for borrowed money payable in cash; (w) unsecured or subordinated Indebtedness of the Credit Parties in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding; provided that (i) such Indebtedness will not mature prior to the date that is one year following the Commitment Termination Date, (ii) such Indebtedness has no scheduled amortization of principal (or sinking fund payments or other similar payments) prior to the date that is one year following the Commitment Termination Date, (iii) no Default shall have occurred and be continuing or would immediately result therefrom, (iv) immediately after giving effect thereto, the Borrowers and their Restricted Subsidiaries are in compliance, on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness, with the covenants set forth in Section 7.10, and (v) except in the case of guaranties by Foreign Subsidiaries of such Indebtedness of Foreign Subsidiaries, no Restricted Subsidiary shall guaranty any such Indebtedness unless such Restricted Subsidiary is also a Subsidiary Guarantor under this Agreement and the other Loan Documents; and (x) Indebtedness in respect of obligations with respect to letters of credit issued pursuant to the Postpetition Letter of Credit Facility not to exceed $15,000,000 at any time outstanding.

Indebtedness. IncurNone of Holdings, the Borrower or any of the Subsidiaries will create, incur, assume or permit to exist any Indebtedness, exceptother than: (a) Indebtedness existing on in respect of the Closing Date and set forth in Schedule 6.01Obligations; (b) until the Funding Date, the Indebtedness arising hereunder or evidenced by the Loan Documents,identified on Schedule 8.2(b); (c) Indebtedness existing as of the Parent Closing Date which is identified in Schedule 8.2(c), and Denny’s Holding under Permitted Refinancing Indebtedness in respect of such Indebtedness; (d) unsecured Indebtedness in respect of performance, surety or appeal bonds provided in the 10% Senior Notes Documents ordinary course of business; (e) Purchase Money Indebtedness and Capitalized Lease Liabilities incurred after the Closing Date in a principal amount not to exceed €5,000,000 in the aggregate outstanding at any time; (f) Permitted Subordinated Indebtedness; (g) Indebtedness of any Guarantor or the Borrower owing to the Borrower or any Guarantor; (h) other Indebtedness of Holdings, the Borrower and the Subsidiaries in an aggregate principal amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding€5,000,000; (i) Indebtedness under interest rate protection of (i) any Loan Party owing to a Subsidiary that is not a Guarantor; provided that all of such Indebtedness shall be subordinated to the Obligations pursuant to an intercompany debt subordination agreement in substantially the form of Exhibit G hereto (or any other form approved by the Required Lenders), (ii) any Subsidiaries that arc not Guarantors owing to the Borrower or any Guarantor in an aggregate principal amount at any time outstanding not to exceed, when combined with outstanding Investments by any Loan Party in or to any Subsidiary that is not a Guarantor pursuant to Section 8.5(h)(i) and any Disposition by any Loan Party to any Subsidiary that is not a Guarantor pursuant to Section 8.8(o), €3,000,000, and (iii) any Subsidiaries that arc not Guarantors owing to any other Subsidiary that is not a Guarantor; (j) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of Borrower’s business; (k) Indebtedness in respect of commercial credit cards, employee credit card programs, purchasing cards, treasury management services, netting services, overdraft protection, check drawing services, automated payment services (including controlled disbursement, ACH transactions and return items services) and any other similar arrangements or services in connection with cash management and deposit accounts; (l) Indebtedness consisting of reimbursement obligations pursuant to letter of credit arrangements that are repaid within five Business Days of becoming due; (m) Indebtedness consisting of the financing of insurance premiums and other obligations in respect of workers’ compensation insurance, unemployment insurance (including premiums related thereto), property, casualty or liability insurance and similar obligations, and other types of social security, pension obligations, vacation pay, health, disability or other employee benefits in the ordinary course of business consistent with past practice; (n) Indebtedness in respect of hedging, derivative or swap agreements permitted by Section 6.16incurred in the ordinary course of business and not for speculative purposes; and (jo) (i) Indebtedness consisting of accrued obligations in respect of payroll and other similar compensation liabilities incurred or arising in the case ordinary course of Parent, any Borrower or Subsidiary Loan Party with respect to business; provided that no Indebtedness described under paragraphs otherwise permitted by clauses (a), (b), (d), (ec), (f), (g), ) or (h) shall be assumed, created or (i) of this Section 6.01 otherwise incurred if a Default has occurred and (ii) in the case of Parent and Denny’s Holdingis then continuing or would result therefrom; provided, with respect to further, that no Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this clause (e) shall be assumed, created or otherwise incurred if an Event of Default under Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding9.1(a) or Section 9.1(h) has occurred and is then continuing or would result therefrom.

Indebtedness. IncurThe Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or permit suffer to exist any Indebtedness, except: (ai) Indebtedness existing on incurred pursuant to this Agreement and the Closing Date and set forth in Schedule 6.01other Credit Documents; (bii) Indebtedness arising hereunder or evidenced by the Loan Documents, (c) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made Interest Rate Protection Agreements entered into with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (to other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower and its Subsidiaries evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall not the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $10,000,000 7,500,000 at any one time outstanding; (eiv) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (fa) Indebtedness arising subsequent of any Credit Party to another Credit Party, (b) Indebtedness of any Subsidiary that is not a Credit Party to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent Borrower or any Subsidiary Loan and (c) Indebtedness of the Borrower or any other Credit Party to purchase goods and supplies from vendors and a Subsidiary that is not a Credit Party; provided that (iiA) any travel and entertainment card program established such Indebtedness owing by any Credit Party to enable headquarters and field staff of Parent or any Subsidiary Loan Party that is not a Credit Party, shall be unsecured and subordinated in right of payment to make payments the Obligations on terms customary for expenses incurred related to travel intercompany subordinated Indebtedness, as reasonably determined by the Administrative Agent and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 10,000,000 aggregate principal amount at any time outstanding; (B) any such Indebtedness owing to any Credit Party, if evidenced by a promissory note, shall be pledged pursuant to and in accordance with, and if required by, the Security Agreement and (C) any such Indebtedness owing by any Subsidiary that is not a Credit Party to any Credit Party shall be incurred in compliance with Section 6.04; (gv) Indebtedness arising from investments among Parent, any Borrower outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent subsequent extension, renewal or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (x) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; (y) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Obligations, such refinancing Indebtedness is subordinated or pari passu to the Obligations at least to the same extent as the Indebtedness being extended, renewed or refinanced and (z) shall not include Indebtedness of a Subsidiary of the Borrower that is not a Guarantor that refunds, refinances, replaces, renews, extends or defeases Indebtedness of the Borrower or a Guarantor; (vi) Investments (including guarantees) permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedge Agreements so long as the entering into of such Hedge Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness shall is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower or its Subsidiaries incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower or its Subsidiaries; (xiii) additional Indebtedness of the Borrower and its Subsidiaries not to exceed $30,000,000 in aggregate principal amount outstanding at any time; (xiv) Indebtedness in connection with factoring arrangements either in the ordinary course of business or otherwise in an amount not to exceed $30,000,000 at any one time outstanding; (ixv) Indebtedness of Subsidiaries of the Borrower that are not Guarantors not to exceed $2,500,000 in aggregate principal amount outstanding at any time; (xvi) Indebtedness incurred by the Borrower and/or any Guarantor consisting of (a) securities that are either unsecured or secured by Liens ranking junior to or pari passu with the Liens securing the Obligations or (b) term loans that are either unsecured or secured by Liens ranking junior to the Liens securing the Obligations, and the aggregate principal amount of which, taken together with any Indebtedness incurred pursuant to Section 2.15, does not exceed the Incremental Amount available at the time of such incurrence and any subsequent extension, renewal or refinancing thereof; provided that: (a) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower stating that other than in the case of any such subsequent extension, renewal or refinancing thereof and other than any such incurrence using capacity under interest rate protection clause (c) of the definition of Incremental Amount, the Borrower has elected to decrease the Incremental Amount under clause (a) or (b) of the definition thereof as a result of the incurrence of such Indebtedness as contemplated by the definition of Incremental Amount; (b) the maturity date (except customary asset sale or change of control provisions) of such Indebtedness shall be no earlier than the then Latest Maturity Date and the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than the then longest remaining Weighted Average Life to Maturity of the then outstanding Term Loans; (c) such Indebtedness shall not have any obligors other than the Borrower and the Guarantors and, if secured, shall not be secured by any assets other than the Collateral and shall be subject to an intercreditor agreement on terms prevailing on the date thereof for similar intercreditor agreements permitted as reasonably determined by Section 6.16the Administrative Agent; (d) any such Indebtedness may share on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any mandatory prepayments of the Term Loans; and (je) the other terms and conditions of such Indebtedness (including pricing and optional prepayment terms) are (taken as a whole) not materially more favorable to the lenders providing such Indebtedness than those applicable to the Term Loans (taken as a whole) (except for covenants or other provisions applicable only to periods after the Latest Maturity Date of the Loans). (xvii) Refinancing Notes and Refinancing Term Loans; (xviii) Indebtedness incurred in the ordinary course of business to finance insurance premiums or take-or-pay obligations contained in supply arrangements; (xix) guarantees made by the Borrower or any of its Subsidiaries of Indebtedness of the Borrower or any of its Subsidiaries permitted to be outstanding under this Section 10.04; provided that such guarantees are permitted by Section 10.05; (xx) guarantees of Indebtedness of directors, officers and employees of the Borrower or any of its Subsidiaries in respect of expenses of such Persons in connection with relocations and other ordinary course of business purposes; (xxi) unsecured Indebtedness of the Borrower or any of its Subsidiaries; provided that (i) in no Default or Event of Default has occurred and is continuing at the case of Parent, any Borrower or Subsidiary Loan Party with respect to time such Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Dateis incurred, (ii) upon giving effect to the incurrence of such Indebtedness and the application of proceeds therefrom, the Borrower’s Consolidated Total Net Leverage Ratio as of the last day of the Borrower’s most recent fiscal quarter for which internal financial statements are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and available would not exceed 5.00:1.00, (iii) no portion of the principal amount of such Indebtedness matures or is mandatorily repurchasable or redeemable (other than following an event of default thereunder or on a change of control or disposition on customary terms for high-yield debt securities) by the Borrower or any of its Subsidiaries prior to the date that is 91 days following the final maturity date of all Classes of Commitments and Term Loans outstanding at the time such Indebtedness is incurred and (iv) the aggregate principal amount if Indebtedness incurred pursuant to this clause (xxi) by non-Credit Parties shall not exceed $20,000,000 at any time outstanding; (xxii) Indebtedness of any Credit Party as an account party in respect of trade letters of credit issued in the case ordinary course of business; (xxiii) additional unsecured Indebtedness described in Section 6.01(c), of the Borrower or any of its Subsidiaries that is expressly subordinated to the Obligations on terms and conditions acceptable reasonably satisfactory to the Administrative Agent; and (Bxxiv) all premiums (if any), interest (including post-petition interest and capitalized interest), fees, expenses, charges and additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 or contingent interest on obligations described in principal amount at any one time outstandingclauses (i) through (xxiii) above.

Indebtedness. IncurCreate, createincur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.01; (b) Indebtedness arising hereunder or evidenced by the Loan Documents, (ci) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent pursuant to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors Document and (ii) any travel Indebtedness under the 2012 Credit Agreement and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; other Obligations (gas defined in the 2012 Credit Agreement) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of fundsthreunder, provided that the aggregate principal amount of such Indebtedness shall arising under the 2012 Credit Agreement does not exceed the sum of (A) $130,000,000 plus (B) the amount of (1) any increases to the aggregate amount of the commitments under the revolving credit facility effected from time to time pursuant to Section 2.14 of the 2012 Credit Agreement as in effect on the date hereof and/or (2) any increases to the aggregate amount of the term loan facility effected from time to time pursuant to Section 2.15 of the 2012 Credit Agreement as in effect on the date hereof, so long as the aggregate principal amount of all such increases described in the foregoing clauses (1) and (2) do not exceed $30,000,000 50,000,000 in the aggregate; (b) Indebtedness (i) of the Borrower to any Subsidiary (other than an Excluded Subsidiary or a Project Finance Subsidiary) and of any Subsidiary Guarantor to the Borrower or any other Subsidiary (other than an Excluded Subsidiary or a Project Finance Subsidiary) and (ii) of any Subsidiary to any Loan Party or other Subsidiary; (c) Indebtedness (including, without limitation, in respect of Capitalized Leases and Synthetic Lease Obligations) secured by Liens permitted by Section 7.01(g), (i) of the Borrower or any of its Subsidiaries (excluding Foreign Subsidiaries and Project Finance Subsidiaries) in an aggregate principal amount not to exceed the greater of $50,000,000 and 5.00% of Consolidated Tangible Assets at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 outstanding and (ii) of any Foreign Subsidiaries (excluding Project Finance Subsidiaries), in the case of Parent and Denny’s Holdingan aggregate principal amount not to exceed $150,000,000 at any time outstanding; provided that, with respect to this clause (ii), (A) as of the date of incurrence of such Indebtedness described and immediately after giving effect thereto, the Consolidated Leverage Ratio calculated for the four consecutive fiscal periods most recently ended would not exceed 3.00:1.00, and (B) the Net Cash Proceeds of such Indebtedness shall be applied as required by Section 2.05(b); (d) Indebtedness outstanding on the date hereof and listed on Schedule 7.03(d); (e) Guarantees of the Borrower or any Subsidiary in paragraph respect of Indebtedness permitted under this Section 7.03 (excluding (A) Guarantees of Indebtedness permitted under Section 7.03(h) and (i) and (B) Guarantees by the Borrower or any Subsidiary Guarantor of Indebtedness permitted by Section 7.03(c)(ii)); (f) Indebtedness represented by agreements of the Borrower or any Subsidiary providing for indemnification, adjustment of purchase price, or similar obligations, in each case, incurred or assumed in connection with the Disposition of any business, assets, or Equity Interests of the Borrower or any Subsidiary; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Borrower and its Subsidiaries in connection with such Disposition; (g) any Indebtedness (the “Refinancing Debt”) the Net Cash Proceeds of which are to be used (A) to redeem, refinance, replace, defease, discharge, refund, renew, extend or otherwise retire for value any Indebtedness referred to in clauses (a)(ii), (c) of or (d) or any Loans or Refinancing Debt incurred pursuant to this Section 6.01: (A) all principal7.03(g), interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under without any renewals, extensions, modifications or refinancings, from time to time, shortening of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding maturity of any principal amount of the Indebtedness being renewed, extended, modified refinanced (the “Refinanced Indebtedness”) or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured to pay premiums, fees or expenses payable in connection with any such refinancing, refunding, renewal or extension. The proceeds of the Refinancing Debt shall be used substantially concurrently with the incurrence thereof to redeem, refinance, replace, defease, discharge, renew, extend, refund or otherwise retire for value the Refinanced Indebtedness, unless the Refinanced Indebtedness is not otherwise permitted by this Section 6.01 aggregating then due and is not more than $10,000,000 redeemable or prepayable at the option of the obligor thereof or is redeemable or prepayable only with notice, in principal amount at any one time outstanding.which case such proceeds shall be held in a segregated account of the obligor of the Refinanced Indebtedness until the Refinanced Indebtedness becomes due or redeemable or prepayable or such notice period lapses and then shall be used to refinance the Refinanced Indebtedness;

Indebtedness. Incur, No Credit Party or any of its Subsidiaries shall create, assume or incur, permit to exist or assume any Indebtedness, except: Indebtedness other than (ai) Indebtedness to the Agent and/or the Lenders arising under the Credit Documents, (ii) Indebtedness of Credit Parties and their Subsidiaries existing on as of the Closing Date and date hereof set forth in Section 6.1(a) of the Disclosure Schedule 6.01; hereto and any refinancings, renewals, or extensions (bbut not increases) thereof, (iii) Indebtedness arising hereunder in respect of taxes or evidenced other governmental charges contested in good faith by the Loan Documents, appropriate proceedings and for which such Credit Party or Subsidiary has made appropriate reserves, (civ) Indebtedness of the Parent Credit Parties and Denny’s Holding their Subsidiaries incurred under Capital Leases entered into in the 10% Senior Notes Documents ordinary course of business in an aggregate amount at not to exceed, together with all amounts under all Operating Leases, $8,000,000 on any time outstanding date of determination, (v) Indebtedness in RMB which is entirely secured by a Dollar deposit and which is incurred solely for the purpose of converting Dollars into RMB required for working capital purposes in the PRC, (vi) unsecured Indebtedness of a Credit Party owing to a Subsidiary of any Credit Party which is subordinated to the Obligations pursuant to a subordination agreement in form and substance satisfactory to the Agent in its reasonable discretion; (vii) unsecured Indebtedness of any Credit Party owing to any other Credit Party which is subordinated to the Obligations pursuant to a subordination agreement in form and substance satisfactory to the Agent in its reasonable discretion; (viii) unsecured Indebtedness of any Subsidiary that is not a Credit Party or a Subsidiary of a Credit Party owing to any other Subsidiary that is not a Credit Party or a Subsidiary of a Credit Party; (ix) Indebtedness of the Credit Party’s Subsidiaries that are not Media Companies constituting ordinary course working capital lines of credit not to exceed $175,000,000 less in the aggregate amount of principal payments made with respect thereto $5,000,000 for all such Subsidiaries, and repurchases thereof which is not guaranteed by, or secured by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parentany assets of, any Borrower of the Credit Parties or any Subsidiary Loan Party subsequent to Media Companies, or (x) trade or other similar Indebtedness on normal commercial terms incurred in the Closing Date secured by purchase money Liens, provided that ordinary course of business and payable within 90 days (the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and described in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under clauses (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and through (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (ix) of this Section 6.01 and (ii) in paragraph, collectively, the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such “Permitted Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c”), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.

Indebtedness. IncurThe Credit Parties will not permit any Consolidated Party to contract, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness existing on arising under this Credit Agreement and the Closing Date and set forth in Schedule 6.01other Credit Documents; (b) Indebtedness arising hereunder or evidenced by of the Loan Documents,Consolidated Parties set forth in Schedule 8.1 (and renewals, refinancings and extensions thereof); (c) purchase money Indebtedness (including obligations in respect of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (dCapital Leases or Synthetic Leases) Indebtedness hereafter incurred by Parent, any Borrower or any Subsidiary Loan Consolidated Party subsequent to finance the Closing Date secured by purchase of fixed assets provided that (i) the total of all such purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e(including any such purchase money Indebtedness referred to in subsection (b) above) shall not exceed an aggregate principal amount of $10,000,000 at any one time outstanding; (ii) such purchase money Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such purchase money Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (d) obligations of the Consolidated Parties in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (e) Subject other unsecured Indebtedness of the Consolidated Parties in an amount not to Sections 6.10, and exceed $5,000,000 in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Dateaggregate at any one time; (f) the Subordinated Debt; (g) unsecured intercompany Indebtedness arising subsequent owing by a Consolidated Party to a Credit Party (permitted under Section 8.6); (h) obligations of Meridian or any of its Subsidiaries with respect to any letter of credit, bond or other surety provided for the account of Meridian or any of its Subsidiaries to support Meridian's or any of its Subsidiaries' obligations to the Closing Date under French VAT authorities; provided, that (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness obligations shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates 6,000,000 in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of and (ii) such Indebtedness shall not exceed $30,000,000 at any one time outstandinghave a cross-default to the Indebtedness arising under this Credit Agreement and the other Credit Documents; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16the Meridian Loan; and (j) Indebtedness owing to the Working Capital Lender under the Working Capital Loan Documents in an aggregate principal amount not to exceed the amount of Senior Debt (i) as defined in the case Intercreditor Agreement) permitted under the Intercreditor Agreement, less the amount of Parent, any Borrower or Subsidiary Loan Party with each principal payment made in respect of the Working Capital Loans but only to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, extent that the Working Capital Revolving Commitment is permanently reduced by the amount of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstandingpayment.

Indebtedness. IncurCreate, createincur, assume or permit suffer to exist any Indebtedness, exceptexcept for the following: (a) Indebtedness existing on of the Closing Date and set forth in Schedule 6.01Loan Parties under the Loan Documents (including any Additional Loans or Additional Commitments); (b) Indebtedness arising hereunder or evidenced by of the Loan Documents,Parties in respect of (i) the Senior Unsecured Notes in an aggregate principal amount not to exceed $750,000,000 and (ii) the Senior Secured Notes in an aggregate principal amount not to exceed $700,000,000 and any Permitted Refinancing of the foregoing in this clause (b); (c) Indebtedness outstanding on the Closing Date (x) with an individual principal amount less than $5,000,000 or (y) listed on Schedule 7.03 and in each case of the foregoing clauses (x) and (y), any Permitted Refinancing thereof; (d) Guarantees by any Loan Party in respect of Indebtedness of the Borrower or any of its Restricted Subsidiaries otherwise permitted hereunder; provided that if the Indebtedness being guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (e) Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or a Restricted Subsidiary that constitutes an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the subordination terms set forth in the Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets (provided that such Indebtedness is incurred concurrently with or within two hundred seventy (270) days after the applicable acquisition, construction, repair, replacement, lease, expansion, development, installation, relocation, renewal, maintenance, upgrade or improvement), (ii) Attributable Indebtedness arising out of Permitted Sale Leasebacks and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii); provided that the aggregate principal amount of Indebtedness (including without limitation Attributable Indebtedness, but excluding Attributable Indebtedness incurred pursuant to clause (ii)) under this Section 7.03(f) does not exceed the greater of (x) $225,000,000 and (y) 30.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period; (g) Indebtedness in respect of Swap Contracts entered into in the ordinary course of business and not for speculative purposes; (h) Indebtedness of the Borrower or any of its Restricted Subsidiaries arising pursuant to any Permitted Tax Restructuring; (i) [reserved]; (j) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (k) Indebtedness consisting of obligations of the Borrower (or any Parent Entity) or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in the ordinary course of business or otherwise in connection with the Transactions and Denny’s Holding under Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Indebtedness to future, present or former employees, directors, officers, managers, members, partners, independent contractors or consultants of the 10% Senior Notes Documents Borrower or any of its Subsidiaries or Parent Entities or their respective controlled investment affiliates and/or their respective Affiliates, estates, heirs, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing to finance the purchase or redemption of Equity Interests of the Borrower (or any Parent Entity) permitted by Section 7.06 (m) [reserved]; (n) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting guarantee or indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (o) Indebtedness in connection with intercompany cash management arrangements and related activities in the ordinary course of business or consistent with past practice; (p) Indebtedness in connection with Cash Management Obligations and other Indebtedness in respect of Bank Management Obligations in each case incurred in the ordinary course of business or consistent with past practice; (q) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations of the Borrower or any Restricted Subsidiary contained in supply arrangements, in each case, in the ordinary course of business; (r) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount not to exceed the greater of (x) $150,000,000 and (y) 20.0% of Consolidated EBITDA of the Borrower as of the last day of the most recently ended Test Period; (s) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (t) [reserved]; (u) Indebtedness owing to a customer to finance the acquisition of any equipment necessary to perform services for such customer; provided that the terms of such Indebtedness are consistent with those entered into with respect to Indebtedness containing substantially similar restrictions prior to the Closing Date, including that (x) the repayment of such Indebtedness is conditional upon such customer ordering a specific amount of goods or services and (y) such Indebtedness does not bear interest or provide for scheduled amortization or maturity; (v) Indebtedness consisting of obligations owing under any customer or supplier incentive, supply, license or similar agreements or workers’ compensation claims, health, disability or other employee benefits, property, casualty or liability insurance and/or self-insurance obligations, in each case, entered into in the ordinary course of business or consistent with past practice; (w) customer deposits and advance payments received in the ordinary course of business or consistent with past practice from customers for goods and services purchased in the ordinary course of business or consistent with past practice; (x) Indebtedness in an aggregate principal amount not to exceed the greater of (x) $295,000,000 and (y) 40.0% of Consolidated EBITDA of the Borrower as of the last day of the most recently ended Test Period; (y) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries to the extent that the net proceeds thereof are promptly deposited with (i) the trustee of the Senior Unsecured Notes to satisfy or discharge the Senior Unsecured Notes or exercise the Borrower’s legal defeasance or covenant defeasance or (ii) the trustee of the Senior Secured Notes to satisfy or discharge the Senior Secured Notes or exercise the Borrower’s legal defeasance or covenant defeasance, in each case, in accordance with the Senior Unsecured Notes Indenture or Senior Secured Notes Indenture, as applicable; (z) Indebtedness (i) of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary) after the date hereof and/or any other Indebtedness otherwise assumed in connection with an acquisition or any other Investment not prohibited hereunder, to the extent in the case of this clause (i), such Indebtedness was not incurred in contemplation of such acquisition or other Investment and (ii) incurred or assumed in connection with a Permitted Acquisition or other Investment not prohibited hereunder and/or any other purpose not prohibited by this Agreement, in an aggregate principal amount for clauses (i) and (ii), not to exceed (A) the greater of (x) $185,000,000 and (y) 25.0% of Consolidated EBITDA of the Borrower as of the last day of the most recently ended Test Period plus (B) an additional amount so long as after giving Pro Forma Effect thereto (x) in the case of Indebtedness secured by a Lien on the Collateral that is pari passu with the Lien on the Collateral securing the Obligations, the Senior Secured Leverage Ratio does not exceed 4.00:1.00 (or, to the extent such Indebtedness is incurred in connection with any Permitted Acquisition or Investment not prohibited by this Agreement, the greater of 4.00:1.00 and the Senior Secured Leverage Ratio immediately prior to such transaction) and, (y) in the case of Indebtedness secured by a Lien that ranks junior to the Liens on the Collateral securing the Obligations, the Secured Leverage Ratio does not exceed 5.20:1.00 (or, to the extent such Indebtedness is incurred in connection with any Permitted Acquisition or Investment not prohibited by this Agreement, the greater of 5.20:1.00 and the Secured Leverage Ratio immediately prior to such transaction) and (z) in the case of Indebtedness that is unsecured or secured by assets that are not Collateral, either (X) the Total Leverage Ratio does not exceed the greater of 5.70:1.00 (or, to the extent such Indebtedness is incurred in connection with any Permitted Acquisition or Investment not prohibited by this Agreement, the greater of 5.70:1.00 and the Total Leverage Ratio immediately prior to such transaction) or (Y) the Interest Coverage Ratio is no less than 2:00:1.00 (or, to the extent such Indebtedness is incurred in connection with any Permitted Acquisition or Investment not prohibited by this Agreement, the lesser of 2.00:1.00 and the Interest Coverage Ratio immediately prior to such transaction); provided that (1) except with respect to Indebtedness described in clause (i) of this Section 7.03(z), such Indebtedness shall not mature prior to the Initial Term Loan Maturity Date and shall have a Weighted Average Life to Maturity not shorter than the Weighted Average Life to Maturity of the Initial Term Loans (provided, that the requirements in this clause (1) shall not apply to (x) any customary bridge loans so long as any loans, notes, securities or other Indebtedness which exchanged for or otherwise replace such bridge loans satisfies (or will satisfy at the time of incurrence or rollover) the requirements of such clauses and (y) any Indebtedness with an aggregate outstanding principal amount not in excess of $350,000,000), (2) any such Indebtedness of any Subsidiaries that are non-Loan Parties under this Section 7.03(z) shall not exceed the greater of (I) $260,000,000 and (II) 35.0% of Consolidated EBITDA of the Borrower as of the last day of the most recently ended Test Period, (3) subject to the LCT Provisions (if applicable), no Event of Default exists or shall result therefrom (or, in the case of a Permitted Acquisition or Investment, no Specified Event of Default exists or shall result therefrom), (4) any such Indebtedness that is secured by the Collateral shall be subject to an Acceptable Intercreditor Agreement and (5) in the case of any such Indebtedness incurred under clause (ii) hereof that is denominated in Dollars and in the form of term loans (other than customary bridge loans) that is secured by the Collateral on a pari passu basis with the Initial Term Loans in right of payment and with respect to security, the All-In-Rate applicable thereto will not be more than 0.50% per annum higher than the All-In-Rate in respect of the Initial Term Loans unless the Applicable Margin (and/or, as provided in the proviso below, the Base Rate floor or Eurocurrency Rate floor) with respect to the Initial Term Loans is adjusted to be equal to the All-In-Rate applicable to such Indebtedness, minus 0.50% per annum (it being agreed that, the relative rate differentials in any pricing grid specified in the Applicable Margin shall continue to be maintained), provided that, unless otherwise agreed by the Borrower in its sole discretion, that any increase in All- In-Rate to any Initial Term Loan due to the application or imposition of an Base Rate floor or Eurocurrency Rate floor on any such Indebtedness shall be effected solely through an increase in (or implementation of, as applicable) any Base Rate floor or Eurocurrency Rate floor applicable to such Initial Term Loan; (aa) Incremental Equivalent Debt; (bb) Credit Agreement Refinancing Indebtedness; (cc) Indebtedness in an aggregate principal amount not to exceed the Available Amount; (dd) Indebtedness with respect to any Permitted Recourse Receivables Financing; (ee) Indebtedness in respect of Permitted Exchange Securities incurred pursuant to a Permitted Exchange in accordance with Section 2.15 and any Permitted Refinancing thereof; (ff) Indebtedness of the Borrower or any Restricted Subsidiary in an amount equal to 200% of the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, except to the extent utilized in connection with any other transaction permitted by Section 7.02 or Section 7.08, and except to the extent such amount increases the Available Amount or constitutes a Cure Amount; (gg) Indebtedness of any Restricted Subsidiary that is not a Loan Party incurred under working capital lines, lines of credit or overdraft facilities in an individual principal amount at any time outstanding not to exceed the greater of $175,000,000 less 40,000,000 and 5.0% of Consolidated EBITDA of the aggregate amount Borrower as of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to last day of the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16most recently ended Test Period; and (jhh) all premiums (i) if any), interest (including post-petition interest, capitalized interest or interest otherwise payable in kind), fees, defeasance costs, underwriting discounts, dividends, expenses, charges and additional or contingent interest on obligations described in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) foregoing clauses of this Section 6.01 7.03. The accrual of interest, the accretion of accreted value and (ii) the payment of interest or distributions in the case form of Parent and Denny’s Holding, with respect additional Indebtedness shall not be deemed to be an incurrence of Indebtedness described in paragraph (c) for purposes of this Section 6.01: 7.03. In addition, (AI) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of any Disqualified Equity Interests of the Indebtedness being renewed, extended, modified Borrower or refinanceda Restricted Subsidiary, or shorten preferred equity interests of the maturity Borrower or a Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iiiII) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating 7.03 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more than $10,000,000 in principal amount at any one time outstandingother provisions of this Section 7.03 permitting such Indebtedness.

Indebtedness. IncurThe Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or permit suffer to exist any Indebtedness, except: (ai) Indebtedness existing on incurred pursuant to this Agreement and the Closing Date and set forth in Schedule 6.01other Credit Documents; (bii) Indebtedness arising hereunder or evidenced by the Loan Documents, (c) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made Interest Rate Protection Agreements entered into with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (to other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower and its Subsidiaries evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall not the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $10,000,000 7,500,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (fa) Indebtedness arising subsequent of any Credit Party to another Credit Party, (b) Indebtedness of any Subsidiary that is not a Credit Party to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent Borrower or any Subsidiary Loan and (c) Indebtedness of the Borrower or any other Credit Party to purchase goods and supplies from vendors and a Subsidiary that is not a Credit Party; provided that (iiA) any travel and entertainment card program established such Indebtedness owing by any Credit Party to enable headquarters and field staff of Parent or any Subsidiary Loan Party that is not a Credit Party, shall be unsecured and subordinated in right of payment to make payments the Obligations on terms customary for expenses incurred related to travel intercompany subordinated Indebtedness, as reasonably determined by the Administrative Agent and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 10,000,000 aggregate principal amount at any time outstanding; (B) any such Indebtedness owing to any Credit Party, if evidenced by a promissory note, shall be pledged pursuant to and in accordance with, and if required by, the Security Agreement and (C) any such Indebtedness owing by any Subsidiary that is not a Credit Party to any Credit Party shall be incurred in compliance with Section 6.04; (gv) Indebtedness arising from investments among Parent, any Borrower outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent subsequent extension, renewal or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (x) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; (y) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Obligations, such refinancing Indebtedness is subordinated or pari passu to the Obligations at least to the same extent as the Indebtedness being extended, renewed or refinanced and (z) shall not include Indebtedness of a Subsidiary of the Borrower that is not a Guarantor that refunds, refinances, replaces, renews, extends or defeases Indebtedness of the Borrower or a Guarantor; (vi) Investments (including guarantees) permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedge Agreements so long as the entering into of such Hedge Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness shall is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower or its Subsidiaries incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower or its Subsidiaries; (xiii) additional Indebtedness of the Borrower and its Subsidiaries not to exceed $30,000,000 in aggregate principal amount outstanding at any time; (xiv) Indebtedness in connection with factoring arrangements either in the ordinary course of business or otherwise in an amount not to exceed $30,000,000 at any one time outstanding; (ixv) Indebtedness of Subsidiaries of the Borrower that are not Guarantors not to exceed $2,500,000 in aggregate principal amount outstanding at any time; (xvi) Indebtedness incurred by the Borrower and/or any Guarantor consisting of (a) securities that are either unsecured or secured by Liens ranking junior to or pari passu with the Liens securing the Obligations or (b) term loans that are either unsecured or secured by Liens ranking junior to the Liens securing the Obligations, and the aggregate principal amount of which, taken together with any Indebtedness incurred pursuant to Section 2.15, does not exceed the Incremental Amount available at the time of such incurrence and any subsequent extension, renewal or refinancing thereof; provided that: (a) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower stating that other than in the case of any such subsequent extension, renewal or refinancing thereof and other than any such incurrence using capacity under interest rate protection clause (c) of the definition of Incremental Amount, the Borrower has elected to decrease the Incremental Amount under clause (a) or (b) of the definition thereof as a result of the incurrence of such Indebtedness as contemplated by the definition of Incremental Amount; (b) the maturity date (except customary asset sale or change of control provisions) of such Indebtedness shall be no earlier than the then Latest Maturity Date and the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than the then longest remaining Weighted Average Life to Maturity of the then outstanding Term Loans; (c) such Indebtedness shall not have any obligors other than the Borrower and the Guarantors and, if secured, shall not be secured by any assets other than the Collateral and shall be subject to an intercreditor agreement on terms prevailing on the date thereof for similar intercreditor agreements permitted as reasonably determined by Section 6.16the Administrative Agent; (d) any such Indebtedness may share on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any mandatory prepayments of the Term Loans; and (je) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable of such Indebtedness (including pricing and optional prepayment terms) are (taken as a whole) not materially more favorable to the Administrative Agent; and lenders providing such Indebtedness than those applicable to the Term Loans (Btaken as a whole) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding(except for covenants or other provisions applicable only to periods after the Latest Maturity Date of the Loans).

Indebtedness. IncurThe Borrower will not create, createincur, assume or permit to exist exist, and will not permit any of its Subsidiaries to create, incur, assume or permit to exist, any Indebtedness, except: (a) Indebtedness existing on created under the Closing Date and set forth in Schedule 6.01Loan Documents; (b) Indebtedness arising hereunder or evidenced existing on the Closing Date (including the Privately Placed Notes) and set forth in Schedule 6.01 and Permitted Refinancing Indebtedness in respect of Indebtedness permitted by the Loan Documents,this clause (b); (c) Indebtedness of the Parent and Denny’s Holding Borrower or any Subsidiary owing to the Borrower or any Subsidiary; provided, that, any Indebtedness outstanding pursuant to this clause (c) which is owed by a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated in right of payment to the Obligations under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))this Agreement on customary terms; (d) Guarantees of Indebtedness incurred by Parent, any of the Borrower or any Subsidiary other Subsidiary, all to the extent permitted by Section 6.05; provided that no Guarantee of Indebtedness of a Loan Party subsequent by a Subsidiary that is not a Loan Party will be permitted under this clause (d); (e) Indebtedness incurred to finance the acquisition, construction, repair, replacement or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the Closing Date secured acquisition thereof, and any Permitted Refinancing Indebtedness in respect of Indebtedness permitted by purchase money Liens, this clause (e); provided that (i) such Indebtedness (other than Permitted Refinancing Indebtedness permitted above in this clause (e)) is incurred prior to or within two hundred seventy (270) days after such acquisition or the completion of such construction, repair, replacement or improvement and (ii) the aggregate principal amount of Indebtedness permitted under by this Section 6.0 1(eclause (e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 50,000,000 at any time outstanding; (f) Indebtedness in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance in the ordinary course of business; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder[reserved]; (h) Indebtedness owed to under Swap Agreements entered into in the Administrative Agent or any ordinary course of its banking Affiliates business and not for speculative purposes; (i) Indebtedness in respect of any overdrafts bid, performance, surety, stay, customs, appeal or replevin bonds or performance and related liabilities arising from treasurycompletion guarantees and similar obligations issued or incurred in the ordinary course of business; (j) Indebtedness in respect of judgments, depository decrees, attachments or awards that do not constitute an Event of Default under clause (k) of Article VII; (k) Indebtedness consisting of bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and cash management services or similar items incurred in connection with any automated clearing house transfers acquisitions and asset sales not prohibited by Section 6.05 or 6.11; (l) Indebtedness in respect of funds, line of credit facilities incurred in the ordinary course of business; provided that the aggregate principal amount of such Indebtedness permitted by this clause (l) shall not exceed $30,000,000 25,000,000 at any one time outstanding; (im) Indebtedness under interest rate protection agreements consisting of obligations to make payments to current or former officers, directors and employees, their respective estates, spouses or former spouses with respect to the cancellation, or to finance the purchase or redemption, of Equity Interests of the Borrower permitted by Section 6.166.04; (n) Cash Management Obligations and other Indebtedness in respect of card obligations, netting services, overdraft protections, cash management services and similar arrangements, in each case, in the ordinary course of business; (o) Indebtedness consisting of (x) the financing of insurance premiums with the providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (q) other Indebtedness; provided that Indebtedness shall be permitted to be incurred pursuant to this clause (q) only if at the time such Indebtedness is incurred the aggregate principal amount of Indebtedness outstanding pursuant to this clause (q) at such time (including such Indebtedness) would not exceed $50,000,000; and (jr) all premiums (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (aif any), interest (bincluding post-petition interest), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement expenses, charges and indemnification amounts, and all other accruals and additional or contingent interest on obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and clauses (Ba) additional unsecured through (q) above. Indebtedness not otherwise permitted by this Section 6.01 aggregating need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 6.01 permitting such Indebtedness. In the event that Indebtedness meets the criteria of more than $10,000,000 one of the types of Indebtedness described in principal this Section 6.01, the Borrower, in its sole discretion, shall classify such Indebtedness (or any portion thereof) as of the time of incurrence and will only be required to include the amount at any of such Indebtedness in one time outstandingof such clauses.

Indebtedness. IncurNone of the Loan Parties shall create, createincur, assume or permit to exist any Indebtedness except for the following (“Permitted Indebtedness, except:”): (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.01; (b) Indebtedness arising hereunder or evidenced by the Loan Documents, (ci) Indebtedness of the Parent and Denny’s Holding Loan Parties under the 10% Senior Notes Documents Credit Documents; (ii) Indebtedness of the Loan Parties listed in an aggregate amount at Schedule 5.02(a) and existing on the date of this Agreement and any time outstanding not to exceed $175,000,000 less Indebtedness of the aggregate Loan Parties under initial or successive refinancings of any Indebtedness permitted by this clause (ii); provided that (A) the principal amount of any such refinancing does not exceed the principal payments made amount of the Indebtedness being refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (B) the material terms and provisions of any such refinancing (including maturity, redemption, prepayment, default and, if applicable, subordination provisions) are no less favorable to the applicable Loan Party and the Lenders than the Indebtedness being refinanced; (iii) Indebtedness of the Loan Parties under Rate Contracts ; provided that all such Rate Contracts are entered into in connection with bona fide hedging operations and not for speculation; (iv) Indebtedness of the Loan Parties with respect thereto and repurchases thereof by to surety, appeal, indemnity, performance or other similar bonds in the Parent and/or its Subsidiaries ordinary course of business (other than repurchases and refinancings permitted under including surety or similar bonds issued in connection with the stay of a proceeding of the type described in Section 6.01(j6.01(h)); (dv) Guaranty Obligations of any Loan Party in respect of Permitted Indebtedness of any other Loan Party; (vi) Indebtedness incurred by Parent, any Borrower or any Subsidiary owing to other Loan Party subsequent to the Closing Date secured by purchase money Liens, Parties; provided that the Investment constituting such Indebtedness is permitted by Section 5.02(e)(iii); (vii) purchase money Indebtedness and Capital Lease obligations in an aggregate principal amount of Indebtedness permitted under this Section 6.0 1(e) shall not to exceed $10,000,000 at any one time outstanding; (eviii) Subject to Sections 6.10, and in addition to unsecured Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into incurred after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, ; provided that (A) the aggregate amount maturity of such Indebtedness shall be no earlier than a date that is six (6) months after the Maturity Date and such Indebtedness shall have no scheduled principal payments prior to a date that is six (6) months after the Maturity Date and (B) after giving effect to the incurrence of such Indebtedness, the Total Leverage Ratio shall not exceed, and shall not be projected to exceed $3,000,000 at any time outstandingduring the term of this Agreement, 2.50:1.00 and the Administrative Agent shall have received a certificate and projections from the Borrower demonstrating satisfaction of such condition; (gix) Indebtedness arising from investments among Parentof a Person existing at the time such Person becomes a Subsidiary of the Borrower following the Closing Date, any Borrower which Indebtedness is in existence at the time such Person becomes a Subsidiary and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or is not created in connection with or in contemplation of such Person becoming a Subsidiary, together with any automated clearing house transfers of funds, initial or successive refinancings thereof; provided that (A) the aggregate principal amount of all such Indebtedness in the aggregate shall not exceed $30,000,000 10,000,000 at any one time outstandingoutstanding and (B) the Borrower shall be in compliance with the financial covenants set forth in this Agreement on a pro forma basis after giving effect to such Person becoming a Subsidiary of the Borrower; (ix) Reserved; (xi) Indebtedness of Foreign Subsidiaries in an aggregate principal amount outstanding at any time not to exceed $20,000,000 (or the dollar equivalent thereof at the time of incurrence); provided that the Borrower shall be in compliance with the financial covenants set forth in this Agreement on a pro forma basis after giving effect to the Indebtedness under interest rate protection agreements permitted this clause (xi); (xii) Indebtedness of the Borrower in an aggregate principal amount outstanding at any time not to exceed $420,945 in respect of Irrevocable Letter of Credit No. NZS659521 issued by Section 6.16▇▇▇▇▇ Fargo Bank, National Association (in its individual capacity and not as L/C Issuer hereunder) and extensions and renewals of such letter of credit; (xiii) other Indebtedness in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that the Borrower shall be in compliance with the financial covenants set forth in this Agreement on a pro forma basis after giving effect to the Indebtedness under this clause (xiii); and (jxiv) Indebtedness arising from (iA) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business or (B) in the case of Parent, any Loan Parties not constituting the Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs a Guarantor, (a1) commercial credit cards, (2) cash management services (including cash pooling services, controlled disbursement services, ACH transactions, and interstate depository network services), (b), (d), (e), (f), (g), (h3) or (i) of this Section 6.01 returned items; and (ii4) in the case of Parent foreign exchange services and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstandingfacilities.

Indebtedness. IncurCreate, createissue, assume incur, assume, become liable in respect of or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on of any Loan Party pursuant to any Loan Document, including, for the Closing Date avoidance of doubt, any Incremental Commitment and set forth in Schedule 6.01any Indebtedness under any Cash Management Agreement; (b) intercompany Indebtedness arising hereunder between or evidenced among Holdings and any of its Subsidiaries; provided, that (i) the aggregate amount of all Indebtedness owing by any Subsidiary of Holdings that is not a Loan Party to any Loan Party (together with investments in Subsidiaries that are not Loan Parties permitted under Section 7.8(f)) shall not exceed $5,000,000 (determined at the time of such incurrence) and (ii) unsecured Indebtedness owing by any Loan Documents,Party to any Subsidiary or Affiliate of such Loan Party that is not a Loan Party that is permitted pursuant to Section 7.8(f) shall be subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; (c) Indebtedness Guarantee Obligations incurred in the ordinary course of the Parent business by Holdings and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries of obligations of (other than repurchases i) the Borrower any Subsidiary Guarantor and refinancings permitted under Section 6.01(j));(ii) any Qualified PC Entity (d) Indebtedness incurred by Parentoutstanding on the date hereof and listed on Schedule 7.2(d) and any refinancings, any Borrower refundings, renewals or any Subsidiary Loan Party subsequent to extensions thereof (which do not shorten the Closing Date secured by purchase money Liens, provided that maturity thereof or increase the aggregate principal amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstandingthereof); (e) Subject to Sections 6.10Indebtedness (including, and in addition to Indebtedness permitted under Section 6.01(d)without limitation, Capital Lease Obligations entered into after Obligations) secured by Liens permitted by Section 7.3(g) in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding and any refinancings, refundings, renewals or extensions thereof (which do not shorten the Closing Datematurity thereof or increase the principal amount thereof); (f) Indebtedness arising subsequent in respect of Permitted Earnouts; provided, that such earn-out obligations are subordinated in right of payment to the Closing Date under (i) any purchasing card program established Obligations hereunder on terms and conditions reasonably satisfactory to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstandingAdministrative Agent; (g) unsecured Indebtedness arising from investments among Parent, any Borrower and incurred by Holdings or any Subsidiary thereof (i) incurred in the ordinary course of business of such Loan Party that and its Subsidiaries in respect of open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are permitted hereundernot overdue for a period of more than 90 days or, if overdue for more than 90 days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of such Loan Party and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business, but excluding (in each case) Indebtedness incurred through the borrowing of money or contingent liabilities in respect thereof; (h) Indebtedness owed (i) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness is extinguished within 10 Business Days of incurrence and/or (ii) in respect of Cash Management Services; provided, that such Indebtedness is unsecured or has been subordinated to the reasonable satisfaction of the Administrative Agent or any of its banking Affiliates and is in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or an amount not to exceed $50,000 in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and obligations (j) (i) in the case of Parent, any Borrower contingent or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (iotherwise) of this Section 6.01 and (ii) in the case Holdings or any of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations its Subsidiaries existing or arising under any renewals, extensions, modifications or refinancings, from time to time, of such IndebtednessSpecified Swap Agreement, provided that such renewals, extensions, modifications obligations are (or were) entered into by such Person in accordance with Section 7.13 and refinancings (i) do not increase the outstanding principal amount for purposes of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.speculation;

Indebtedness. IncurCreate, createincur, assume or suffer to exist, or permit any of its Subsidiaries to exist create, incur, assume or suffer to exist, any Indebtedness, except: (ai) Indebtedness existing on under the Closing Date and set forth in Schedule 6.01Loan Documents; (b) Indebtedness arising hereunder or evidenced by the Loan Documents, (cii) Indebtedness of each Loan Party and its Subsidiaries outstanding on the Parent date hereof specified in Schedule 5.02(b)(ii) (“Existing Debt”) and Denny’s Holding under any refinancings, refundings, renewals, replacements or extensions thereof; provided that the 10% Senior Notes Documents aggregate principal amount of all such Indebtedness is not increased at the time of any such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder; (iii) Indebtedness of any Person that becomes a Subsidiary of any Loan Party or is merged or consolidated into a Subsidiary of any Loan Party after the date hereof in accordance with the terms of Section 5.02(d), which Indebtedness is existing at the time such Person becomes a Subsidiary of such Loan Party or at the time of such merger or consolidation, as the case may be (other than Indebtedness incurred solely in contemplation of such Person becoming a Subsidiary of such Loan Party); (iv) Indebtedness secured by Liens permitted by Section 5.02(a)(ii) in an aggregate principal amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto 75,000,000; (v) Indebtedness secured by Liens permitted by Section 5.02(a)(iii) and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)5.02(a)(v); (dvi) Indebtedness incurred by Parent, any Project Finance Subsidiary in respect of any Project Financing or any Permitted Non-Recourse Indebtedness; (vii) Indebtedness among Borrower and its Subsidiaries; (viii) Indebtedness of the Borrower and its Subsidiaries to Persons other than Borrower or any of its Subsidiaries in an aggregate principal amount not to exceed at any time $250,000,000; provided that not more than $75,000,000 of such Indebtedness may be secured by Liens pursuant to Section 5.02(a)(ix); (ix) Indebtedness of the Borrower or any Subsidiary Loan Party subsequent of the Borrower owed to the Closing Date secured Parent or HESI in respect of the KBR Cash Management Note or the obligation of the Borrower or such Subsidiary to reimburse the Parent or HESI in respect of payments or cash collateralization made by purchase money Liensthe Parent or HESI under Other L/C Guarantees, Surety Guarantees, Project L/C Guarantees or Barracuda-Caratinga Losses and acceptances and bank guarantees issued on behalf of Borrower or any Subsidiary of the Borrower to the extent that the obligations of the Borrower or such Subsidiary thereunder constitute Other Guaranteed Debt; provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors such Other Guaranteed Debt shall have a final maturity no earlier than 6 months following the Maturity Date and (ii) any travel such Other Guaranteed Debt and entertainment card program established to enable headquarters and field staff KBR Cash Management Note shall be subordinated in right of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed payment to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount Obligations of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable Borrower hereunder pursuant to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstandingterms of the Subordination Agreement.

Indebtedness. IncurCreate, createincur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.017.01, and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (b) Indebtedness arising hereunder or evidenced by of (i) a Credit Party to a Credit Party, (ii) a Non-Credit Party to a Non-Credit Party, (iii) a Credit Party to a Non-Credit Party, and (iv) a Non-Credit Party to a Credit Party in an amount not to exceed the Loan Documents,amount provided for in Section 7.12; (c) Guarantees by (i) a Credit Party of Indebtedness of a Credit Party, (ii) a Non-Credit Party of Indebtedness of a Non-Credit Party, (iii) a Non-Credit Party of the Parent Indebtedness of a Credit Party, and Denny’s Holding under the 10% Senior Notes Documents (iv) a Credit Party of Indebtedness of a Non-Credit Party in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under provided for in Section 6.01(j))7.12; (d) Indebtedness incurred by Parent, any Borrower of the Company or any Subsidiary Loan Party subsequent (i) incurred to finance the Closing Date secured by purchase money Liensacquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations or (ii) assumed in connection with any Acquisition or any acquisition of a fixed or capital asset; provided that (x) such Indebtedness described in clause (i) above is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (y) such Indebtedness described in clause (ii) above is not incurred solely in contemplation of such Acquisition or other acquisition and (z) the aggregate principal amount of Indebtedness permitted under by this Section 6.0 1(eclause (d) shall not exceed $10,000,000 40,000,000 at any one time outstanding; (e) Subject to Sections 6.10Indebtedness of any Credit Party not otherwise contemplated in the foregoing clauses provided that (i) the Company is, and the Company and its Subsidiaries on a consolidated basis are, Solvent upon the incurrence of such Indebtedness; (ii) the Credit Parties shall be in addition compliance with each of the financial covenants set forth in Section 7.11 on a pro forma basis as at the end of and for the most recently ended period of for fiscal quarters for which financial statements have been furnished to Indebtedness permitted the Administrative Agent under Section 6.01(d6.01(a) or Section 6.01(b) (or, prior to the delivery of any such statements, for the period of four fiscal quarters ended on March 31, 2011) (and, at the request of the Administrative Agent, the Company shall deliver to the Administrative Agent a certificate of a Financial Officer certifying the foregoing in reasonable detail), Capital Lease Obligations entered into and (iii) no Default or Event of Default then exists or would result after giving effect to the Closing Dateincurrence of such Indebtedness; (f) Indebtedness arising subsequent to of the Closing Date under Company or any Subsidiary as an account party in respect of (i) any purchasing card program established to enable headquarters trade letters of credit and field staff bank guarantees issued on account of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and trade obligations, (ii) any travel standby letters of credit and entertainment card program established to enable headquarters bank guarantees issued in respect of bids, trade contracts, governmental contracts and field staff leases (other than Indebtedness for borrowed money), statutory obligations, surety, customs and appeal bonds, performance bonds and other obligations of Parent or any Subsidiary Loan Party to make payments for expenses a like nature incurred related to travel in the ordinary course of business and entertainment(iii) surety, provided that customs and appeal bonds, performance bonds and other obligations of a like nature incurred in the aggregate amount ordinary course of such Indebtedness shall not exceed $3,000,000 at any time outstandingbusiness; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunderin respect of obligations under one or more customary Cash Pooling Financings; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates Non-Credit Parties in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate a principal amount of such Indebtedness shall not to exceed $30,000,000 at any one time outstanding40,000,000; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16the Loan Documents; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating 7.01, in an aggregate principal amount not more than to exceed $10,000,000 in principal amount at any one time outstanding.

Indebtedness. Incur, create, assume or permit Indebtedness of any Loan Party pursuant to exist any Indebtedness, except:Loan Document; (a) Indebtedness existing on of (i) any Loan Party to any other Loan Party and (ii) any Subsidiary (which is not a Guarantor) to any other Subsidiary; provided that the Closing Date aggregate amount of Indebtedness owing from any Foreign Subsidiary to any Loan Party (together with the amount of Dispositions from any Loan Party to any Foreign Subsidiary under Section 7.5(f) and set forth in Schedule 6.01the amount of Investments under Section 7.7(j)) shall not exceed the Maximum Foreign Investment Amount; (bi) Indebtedness arising hereunder or evidenced Guarantee Obligations incurred in the ordinary course of business by the Loan Documents,Borrower and its Subsidiaries of (A) obligations of any Wholly Owned Guarantor, and (B) obligations of any other Subsidiary or Person (other than a Subsidiary) in which Borrower has an equity interest, not in excess of $5,000,000 in the aggregate, and (ii) except as may be limited by Section 7.2(b), Guarantee Obligations of Indebtedness of any Subsidiary permitted hereunder; (c) Indebtedness of outstanding on the Parent date hereof and Denny’s Holding under listed on Schedule 7.2(d) and any refinancings, refundings, renewals or extensions thereof (which do not shorten the 10% Senior Notes Documents in an aggregate maturity thereof or increase the principal amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)thereof); (d) purchase money Indebtedness incurred by Parent(including, any Borrower or any Subsidiary Loan Party subsequent to the Closing Date without limitation, Capital Lease Obligations) secured by purchase money LiensLiens permitted by Section 7.3(g) in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding and any refinancings, refundings, renewals or extensions thereof (which do not shorten the maturity thereof or increase the principal amount thereof); (e) Surety Indebtedness and any other Indebtedness in respect of letters of credit, banker’s acceptances or similar arrangements, provided that the aggregate amount of any such Indebtedness permitted under this Section 6.0 1(e) outstanding at any time shall not exceed $10,000,000 at 5,000,000; provided, that any one time outstanding; such letter of credit shall only be permitted pursuant to this clause (ef) Subject if such letter of credit is of a type that cannot be issued pursuant to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Dateterms of this Agreement; (f) so long as no Event of Default has occurred and is continuing at the time of incurrence, Permitted Subordinated Indebtedness arising subsequent to (including Guarantee Obligations in respect thereof permitted by clause (e) of the Closing Date under (i) any purchasing card program established to enable headquarters and field staff definition of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstandingPermitted Subordinated Indebtedness); (g) Indebtedness obligations (contingent or otherwise) of the Borrower or any of its Subsidiaries existing or arising from investments among Parentunder any Specified Swap Agreement, any Borrower provided that such obligations are (or were) entered into by such Person in accordance with Section 7.11 and any Subsidiary Loan Party that are permitted hereunder;not for purposes of speculation; and (h) Indebtedness owed to the Administrative Agent Guarantees by a Loan Party or any of its banking Affiliates in respect Subsidiaries of the obligations of any overdrafts and related liabilities arising from treasury, depository and cash management services or Subsidiary under accreditation agreements entered into in connection the ordinary course of business with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstandingan ICANN accredited registry; (i) Indebtedness under interest rate protection agreements of a Person (other than the Borrower or a Subsidiary) existing at the time such Person is merged with or into a Borrower or a Subsidiary or becomes a Subsidiary, provided that (i) such Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition, (ii) such merger or acquisition constitutes a Permitted Acquisition, and (iii) with respect to any such Person who becomes a Subsidiary, (A) such Subsidiary is the only obligor in respect of such Indebtedness, and (B) to the extent such Indebtedness is permitted by Section 6.16to be secured hereunder, only the assets of such Subsidiary secure such Indebtedness; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Borrower and its Subsidiaries in an aggregate principal amount, for all such Indebtedness being renewedtaken together, extended, modified or refinanced, or shorten the maturity thereof not to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than exceed $10,000,000 in principal amount 5,000,000 at any one time outstanding; provided that only $3,000,000 of such amount shall be with respect to Indebtedness of any Loan Party.

Indebtedness. IncurEach of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time create, incur, assume or permit suffer to exist any Indebtedness, except: (ai) Indebtedness existing on under the Closing Date and set forth in Schedule 6.01Loan Documents; (bii) Existing Indebtedness as set forth on Schedule 8.2.1 (including any extensions or renewals thereof; provided there is no increase in the amount thereof (other than DMFIRM #404836892 v17 88 by the amount of any original issue discount, any premiums and accrued and unpaid interest with respect to the Indebtedness being extended, renewed, refinanced or replaced and reasonable fees and expenses relating to such extension, renewal or replacement financing); or other significant change in the terms thereof unless otherwise specified on Schedule 8.2.1); (iii) Indebtedness arising hereunder or evidenced by the Loan Documents,incurred with respect to Purchase Money Security Interests (including Capital Leases); (civ) Indebtedness of a Loan Party to another Loan Party which is subordinated pursuant to the Parent Intercompany Subordination Agreement; (v) Indebtedness in respect of Guarantees permitted under Section 8.2.3 [Guaranties]; (vi) Indebtedness under any (a) Lender Provided Interest Rate Hedge, or (b) other Interest Rate Hedge with a financial institution reasonably acceptable to the Administrative Agent; provided however, the Loan Parties and Denny’s Holding under their Subsidiaries shall enter into an Interest Rate Hedge only for hedging (rather than speculative) purposes and the 10% Senior Notes Documents documentation for any Interest Rate Hedge shall conform to ISDA standards; (vii) unsecured Indebtedness in the form of seller financing incurred in connection with any Permitted Acquisitions (including seller notes) but which, for the avoidance of doubt, does not include payments in Equity Interests in the Parent, in an aggregate amount not to exceed $25,000,000 at any time outstanding and unsecured earn-out and other contingent payment obligations in connection with any Permitted Acquisition in an aggregate amount not to exceed $175,000,000 less 10,000,000 in the aggregate amount good faith estimation of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))Borrowing Agent; (dviii) Indebtedness incurred by Parent, owing to any Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates depository bank in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds; (ix) Indebtedness consisting of unpaid insurance premiums owing to insurance companies and insurance brokers incurred in connection with the financing of insurance premiums in the ordinary course of business; (x) Indebtedness with respect to surety bonds, provided that performance bonds, appeal bonds, bid bonds, completion guarantees and other obligations of a like nature incurred by the Parent or any Subsidiary in the ordinary course of business; (xi) Indebtedness of the Parent to HCSG Insurance in an aggregate principal amount of such Indebtedness shall not to exceed $30,000,000 outstanding at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16time; and (jxii) (i) unsecured Indebtedness of the Loan Parties and their Subsidiaries in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding an aggregate principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof not to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than exceed $10,000,000 in principal amount 5,000,000 at any one time outstanding., the proceeds of which are to be used for a Loan Party’s and its Subsidiaries’ general corporate purposes. DMFIRM #404836892 v17 89

Indebtedness. IncurFrom and after the date hereof, createno Credit Party nor any of its Subsidiaries will in any manner incur, assume owe or permit to exist any Indebtedness, be liable for Indebtedness except: (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.01;Obligations. (b) Indebtedness arising hereunder or evidenced by the Loan Documents, (c) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries Credit Party (other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parent, any Borrower VIHI or any Subsidiary Loan Party subsequent to Foreign Stock Holding Company) or its Subsidiaries under the Closing Date secured by purchase money Liens, Prepetition ABL Credit Agreement (and any replacement thereof); provided that the aggregate amount of principal and letter of credit exposure constituting Indebtedness permitted outstanding under this Section 6.0 1(e) the Prepetition ABL Credit Agreement shall not exceed $10,000,000 145,000,000 in the aggregate at any one time outstandingtime; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (fc) Indebtedness arising subsequent to under the Closing Date under Prepetition Term Loan Agreement (i) and any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, replacement thereof); provided that the aggregate amount of such principal constituting Indebtedness outstanding under the Prepetition Term Loan shall not exceed $3,000,000 1,500,000,000 in the aggregate at any time outstandingtime; (gd) unsecured Indebtedness arising from investments among Parent, of any Borrower and Credit Party owed (i) to any other Credit Party or (ii) to any Subsidiary Loan Party that are permitted hereunderwhich is not a Credit Party, which in the case of this clause (ii) is in accordance with arrangements currently in effect and approved by the Bankruptcy Court; (he) Indebtedness of any Foreign Subsidiary owed to any other Foreign Subsidiary; (f) Guarantee Obligations incurred in the Administrative Agent or any ordinary course of business by the Borrower and its banking Affiliates Subsidiaries in respect of any overdrafts and related liabilities arising from treasuryan aggregate amount, depository and cash management services or in connection together with any automated clearing house transfers Guarantee Obligations outstanding under clause (p) of fundsthe definition of “Permitted Investments”, provided that the aggregate principal amount of such Indebtedness shall not to exceed $30,000,000 at any one time outstanding; (ig) Indebtedness under interest rate protection agreements permitted by Section 6.16; andoutstanding on the Closing Date and listed on Schedule 6.1(g) and any refinancings, refundings, renewals or extensions thereof (without shortening the maturity of, or increasing the principal amount of any such Indebtedness); (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or Indebtedness of any Foreign Subsidiaries (iother than Halla Climate Control and its Subsidiaries) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations outstanding under any of the credit facilities listed on Schedule 6.1(h) as of the Closing Date up to an aggregate amount under all such credit facilities as set forth on Schedule 6.1(h) (the “Schedule 6.1(h) Aggregate Amount”) and any refinancings, refundings, renewals, extensions, modifications reallocations or refinancings, from time to time, of such Indebtedness, extensions thereof; provided that any new credit facility refinancing or replacing any such renewals, extensions, modifications and refinancings (i) do Indebtedness does not increase cause the outstanding principal aggregate amount of available under all such credit facilities to exceed the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.Schedule 6.1

Indebtedness. IncurNo Credit Party will, nor will any Credit Party permit any of its Subsidiaries to, contract, create, incur, assume or permit suffer to exist any IndebtednessIndebtedness of the Credit Parties or any of their respective Subsidiaries, except: (a) Indebtedness existing on incurred under this Agreement and the Closing Date and set forth in Schedule 6.01other Loan Documents; (b) the Indebtedness arising hereunder set forth on Schedule 7.04 hereto, and any refinancing, extension, renewal or evidenced refunding of any such Indebtedness not involving an increase in the principal amount thereof; (i) Indebtedness consisting of Capitalized Lease Obligations of the Credit Parties and their Subsidiaries, (ii) Indebtedness secured by a Lien referred to in Section 7.03(c), (iii) Purchase Money Indebtedness, and (iv) any refinancing, extension, renewal or refunding of any such Indebtedness not involving an increase in the Loan Documents, principal amount thereof, provided the aggregate outstanding principal amount (using Capitalized Lease Obligations in lieu of principal amount, in the case of any Capital Lease) of Indebtedness permitted by this subpart (c) Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount shall not exceed $3,000,0000 at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))time; (d) Indebtedness incurred any intercompany loans (i) made by Parent, any the Borrower or any Subsidiary Loan of the Borrower to any Credit Party, (ii) made by any Non-Credit Party subsequent to any other Non-Credit Party, and (iii) any other intercompany loans permitted by Section 7.05(i); provided, that any intercompany loan between a Credit Party and a Non-Credit Party shall be subject to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstandingIntercompany Subordination Agreement; (e) Subject to Sections 6.10Indebtedness of the Borrower and its Subsidiaries under Hedge Agreements, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations provided such Hedge Agreements have been entered into after in the Closing Dateordinary course of business and not for speculative purposes; (f) Indebtedness arising subsequent constituting Guaranty Obligations permitted by Section 7.05; (g) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the ordinary course of business; (h) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts to the Closing Date under extent incurred in the ordinary course of business; (i) obligations in respect of surety, stay, customs and appeal bonds, bid or performance bonds and performance and completion guaranties and obligations of a like nature (including letters of credit-related thereto), worker’s compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance obligations, trade contracts, governmental contracts and leases, in each case incurred in the ordinary course of business and not in connection with the borrowing of money; (j) to the extent constituting Indebtedness, deposits and advance payments received from customers in the ordinary course of business consistent with past practices; (k) unsecured Indebtedness of Non-Credit Parties not to exceed $3,000,000 any purchasing card program established to enable headquarters and field staff time outstanding; (l) additional Indebtedness of Parent the Borrower or any Subsidiary Loan Party of its Subsidiaries to purchase goods and supplies from vendors and (ii) the extent not permitted by any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainmentthe foregoing clauses, provided that the aggregate outstanding principal amount of all such Indebtedness shall does not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parenttime; provided further, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of extent such Indebtedness shall is secured by Liens on the Collateral, such Lien cannot exceed $30,000,000 at any one time outstanding; (i) be senior or pari passu with the Liens securing the Obligations and such Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect is subject to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions an intercreditor agreement reasonably acceptable to the Administrative Agent; and (Bm) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstandingconstituting Permitted Earnouts.

Indebtedness. IncurCreate, createincur, assume or permit suffer to exist any Indebtedness, Indebtedness except: (a) Indebtedness existing on arising under the Closing Date and set forth in Schedule 6.01Loan Documents (including any Incremental Facility or Refinancing Facility); (b) Indebtedness arising hereunder or evidenced by outstanding on the Loan Documents,date hereof which, to the extent any individual obligation with respect to such Indebtedness is in excess of $10,000,000, is listed on Schedule 7.03; (c) Any Permitted Refinancing Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings Indebtedness permitted under Section 6.01(j)7.03(b) or of Indebtedness subsequently incurred under this Section 7.03(c); (d) Indebtedness incurred by Parent, any Guarantees of the Borrower or any Restricted Subsidiary Loan Party subsequent to the Closing Date secured by purchase money Liens, provided that the aggregate amount in respect of Indebtedness otherwise permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at hereunder of the Borrower or any one time outstandingRestricted Subsidiary; (e) Subject to Sections 6.10, Indebtedness in respect of Swap Contracts incurred in the ordinary course of business and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Dateconsistent with prudent business practice; (f) Indebtedness arising subsequent of the Borrower and any Restricted Subsidiary to any Restricted Subsidiary and of any Restricted Subsidiary to the Closing Date under (i) Borrower; provided that, any purchasing card program established to enable headquarters and field staff of Parent such Indebtedness extended by any Loan Party or any Subsidiary non-Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary a Loan Party must be subordinated to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstandingSecured Obligations on customary terms; (g) Indebtedness arising from investments among Parent, any Intercompany current liabilities incurred in the ordinary course of business of the Borrower and any Subsidiary Loan Party that are permitted hereunderits Subsidiaries; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates Guarantee Obligations in respect of any overdrafts a letter of credit issued for the account of the Borrower and related liabilities arising from treasury, depository and cash management services or for benefit of the PBGC in connection with any automated clearing house transfers of funds, provided that the aggregate principal a face amount of such Indebtedness shall not to exceed $30,000,000 at any one time outstanding37,000,000 and for which TXU Europe (or its successors) provides credit support; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; andincurred in connection with any Permitted Securitization Program; (j) Additional Indebtedness of the Loan Parties (including any Indebtedness existing at the time such entities become Loan Parties), provided, however, that immediately after giving effect to the assumption or incurrence of any such Indebtedness by any Loan Party (or such entity becoming a Loan Party), (i) in the case no Default or Event of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 Default shall have occurred and be continuing and (ii) the Borrower shall be in pro forma compliance with the case of Parent and Denny’s Holdingcovenants contained in Section 7.11, with respect calculated based on the most recent financial statements delivered pursuant to Indebtedness described in paragraph (c) of this Section 6.01:, as though such assumption or incurrence occurred at the beginning of the period covered thereby; (k) equipment financings of any Foreign Subsidiary of the Borrower, provided that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Borrower shall be in pro forma compliance with the covenants contained in Section 7.11, calculated based on the most recent financial statements delivered pursuant to Section 6.01, as though such incurrence occurred at the beginning of the period covered thereby; (l) (i) Indebtedness of non-Loan Party Restricted Subsidiaries (including Indebtedness existing at the time such entities become non-Loan Party Restricted Subsidiaries) in an aggregate amount not to exceed (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase if the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), Consolidated Net Leverage Ratio is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.greater than

Indebtedness. IncurThe Credit Parties and their Subsidiaries shall not create, createincur, assume or permit to exist any Indebtedness, except: (a) Indebtedness existing on created under the Closing Date and set forth in Schedule 6.01Loan Documents; (b) Indebtedness arising hereunder existing on the date hereof which is set forth in Schedule 4.14 and has been designated on such schedule as Indebtedness that will remain outstanding following the funding of the initial Loans, and any extension, renewal, refunding or evidenced by replacement of any such Indebtedness that does not increase the Loan Documents,principal amount thereof; (c) Unsecured Indebtedness of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding not Credit Party to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (any other than repurchases and refinancings permitted under Section 6.01(j))Credit Party; (d) Indebtedness incurred by Parentof Empire Burbank under the Empire Burbank Loan Documents; provided that the outstanding principal amount of Indebtedness under the Empire Burbank Loan does not exceed $4,000,000; (e) On or after the Qualifying IPO Closing Date, unsecured Indebtedness of the Borrower to any Borrower Holding Company pursuant to the LBI Media Intercompany Note so long as the LBI Media Intercompany Note matures after the Revolving Credit Maturity Date or, if sooner, if substantially all of the amount repaid prior to the Revolving Credit Maturity Date is used for the purposes described in clause (a) or (c) of the definition of Qualifying IPO Funding Transactions; (f) Indebtedness to ▇▇▇▇ and/or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (or their spouses, lineal descendants, or heirs and devises or any Subsidiary Loan Party subsequent trusts controlled by them) but only to the Closing Date secured by purchase money Liens, extent such indebtedness is subordinated to the Loans (or any Credit Party’s obligations to the Lenders and the Administrative Agent) pursuant to subordination agreements substantially identical to the ▇▇▇▇▇▇▇▇ Subordination Agreements; provided that the aggregate amount Indebtedness of Indebtedness permitted the Credit Parties under this Section 6.0 1(e7.1(f) shall not exceed $10,000,000 5,000,000 at any one time outstanding; (eg) Subject to Sections 6.10, and Indebtedness of the Credit Parties (determined on a consolidated basis without duplication in addition to Indebtedness permitted under Section 6.01(d), accordance with GAAP) consisting of Capital Lease Obligations entered into after or Indebtedness, as applicable, secured by Liens permitted under Sections 7.2(i) or 7.2(q) and/or in connection with the Closing Date; acquisition of real property (fother than any real property received or acquired in any Acquisition or Relocation) Indebtedness arising subsequent to the Closing Date under in an aggregate principal amount not exceeding (i) prior to the Qualifying IPO Closing Date, $10,000,000 at any purchasing card program established to enable headquarters and field staff of Parent one time outstanding or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainmentthereafter, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 25,000,000 at any one time outstanding; (h) Indebtedness (i) under any Hedging Agreement or (ii) for bank overdrafts in the ordinary course of business that are promptly repaid; (i) Indebtedness under interest rate protection arising from guaranties of Indebtedness of any Credit Party permitted hereunder or other agreements of any Credit Party providing for indemnification, adjustment of purchase price or similar customary obligations, in each case incurred or assumed in connection with the acquisition or disposition of any business or assets of any Credit Party permitted by Section 6.16; andthis Agreement; (j) Indebtedness in respect of the Relocation Profit to the extent required to be paid to the Shop At Home Sellers pursuant to the Shop At Home Acquisition Documents; (k) Indebtedness in respect of the Term Loans under the Term Loan Agreement in an aggregate principal amount not in excess of $110,000,000 plus the amount of any incremental term loans permitted to be incurred under the Term Loan Agreement; provided that the aggregate amount of incremental term loans permitted to be incurred under the Term Loan Agreement plus any Revolving Credit Commitment Increases shall not exceed $50,000,000; (l) Unsecured Indebtedness in respect of the Senior Subordinated Notes in an aggregate principal amount not exceeding $150,000,000; provided the Borrower may incur up to an additional $50,000,000 of unsecured Indebtedness in respect of the Senior Subordinated Notes so long as no Default shall have occurred and be continuing or caused thereby and, if the interest rate on such additional Indebtedness exceeds 10- 1/8 % per annum, then subject to the delivery by the Borrower to the Administrative Agent of an officer’s certificate executed by a Financial Officer demonstrating on a pro forma basis compliance with the covenant set forth in Section 7.10(b) for the period of four consecutive fiscal quarters most recently ended as if such incurrence had occurred on the first day of such period; (m) In addition to the Indebtedness permitted under clauses (f) and (l), Subordinated Indebtedness; provided that (i) such Subordinated Indebtedness is unsecured, (ii) no such Subordinated Indebtedness shall have scheduled maturity or scheduled amortization of principal earlier than twelve months after the Revolving Credit Maturity Date, (iii) no agreement or instrument executed with respect to such Subordinated Indebtedness shall have any financial covenants, cross defaults or terms which conflict with, or covenants which are more restrictive than the terms of the Loan Documents, and the Borrower shall have delivered to the Administrative Agent copies of all such agreements and instruments prior to the execution thereof, (iv) the terms of subordination of such Subordinated Indebtedness shall (A) in the case of Parent, any Borrower or Subsidiary Loan Party Subordinated Indebtedness in an aggregate principal amount together with respect to Indebtedness described under paragraphs clause (a), (b), (d), (e), (f), (g), (h) or (il) of this Section 6.01 up to $225,000,000, be substantially consistent with the subordination terms governing the Senior Subordinated Notes and (iiB) in the case of Parent any Subordinated Indebtedness in excess of such amount, be reasonably satisfactory to the Administrative Agent and Denny’s Holding(v) no Default shall have occurred or be continuing or would result from the incurrence of such Subordinated Indebtedness, and the Borrower shall have delivered a pro forma Compliance Certificate to the Administrative Agent demonstrating such compliance; (n) Indebtedness required to be incurred in connection with respect any “Incentive Bonus” which may become payable pursuant to ▇▇▇▇▇▇▇ ▇▇▇▇’▇ employment agreement; (o) Guarantees (including Guarantees of Subordinated Indebtedness described in paragraph (cby Subsidiaries of the Borrower that have Guaranteed the Obligations) of Indebtedness or Guarantees, in each case permitted under this Section 6.01:7.1 except that no Credit Party will Guarantee the Empire Burbank Loan; and (Ap) all principalIn addition to the foregoing, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings unsecured Indebtedness in an aggregate principal amount not exceeding (i) do not increase prior to the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Qualifying IPO Closing Date, $10,000,000 at any time outstanding or (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case thereafter, $25,000,000 at any time outstanding; provided that no Indebtedness to any holder of Indebtedness described of Holdings shall be permitted to be incurred under this subsection (p) unless such Indebtedness is subject to a subordination agreement satisfactory in Section 6.01(c), is on terms form and conditions acceptable substance to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.

Indebtedness. IncurBorrower shall not, and shall not permit any ------------ of its Subsidiaries to, contract, create, incur, assume or permit suffer to exist any IndebtednessIndebtedness of Borrower or any of its Subsidiaries, except: (a) Indebtedness incurred under this Agreement and the other Loan Documents or any other Indebtedness incurred to Lender; (b) the Indebtedness existing on the Closing Date and set forth in on Schedule 6.016.2; (b) Indebtedness arising hereunder or evidenced by the Loan Documents, (c) Indebtedness in respect of capital leases and purchase money obligations for fixed or capital assets within the Parent and Denny’s Holding under limitations set forth in Section 6.3(c), provided the 10% Senior Notes Documents aggregate outstanding principal amount (using capitalized lease obligations in an aggregate amount lieu of principal amount, in the case of any capital lease) of Indebtedness permitted by this subpart (c) shall not exceed $1,500,000 at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))time; (d) Indebtedness incurred any intercompany loans (i) made by Parent, any Credit Party during any fiscal year of Borrower or to any Subsidiary Loan of Borrower that is not a Credit Party subsequent to the Closing Date secured by purchase money Liens(other than any Dissolved Subsidiary), provided that the aggregate outstanding principal amount of Indebtedness permitted under this Section 6.0 1(e) shall all such intercompany loans made during such fiscal year to such Subsidiaries does not exceed $10,000,000 4,000,000, (ii) made by any Subsidiary of Borrower that is not a Credit Party to any Credit Party, provided that such intercompany loans (and any guarantees thereof by any of the Credit Parties) constitute Subordinated Indebtedness at the time such loans (and guarantees, if applicable) are incurred, or (iii) made by any one time outstandingSubsidiary of Borrower that is not a Credit Party to any other Subsidiary of Borrower that is not a Credit Party; (e) Subject Indebtedness of Borrower and its Subsidiaries under Hedge Agreements or any other interest rate management device acceptable to Sections 6.10Lender, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations provided such agreements or devices have been entered into after in the Closing Dateordinary course of business and not for speculative purposes; (f) Indebtedness arising subsequent to the Closing Date under any guarantee of (i) any purchasing card program established to enable headquarters and field staff Company in respect of Parent or Indebtedness of any Subsidiary Loan Party to purchase goods and supplies from vendors other Company that is otherwise permitted under this Section 6.2 (other than subpart (d)(iv) above), and (ii) any travel and entertainment card program established Subsidiary of Borrower that is not a Credit Party in respect of Indebtedness of any other Subsidiary of Borrower that is not a Credit Party; and (g) additional unsecured Indebtedness of any Company to enable headquarters and field staff the extent not permitted by any of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainmentthe foregoing subparts, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the all such Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness for all Companies does not otherwise permitted by this Section 6.01 aggregating not more than exceed $10,000,000 in principal amount 1,000,000 at any one time outstandingtime.

Indebtedness. IncurThe Credit Parties will not permit any Consolidated Party to contract, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness existing on arising under this Credit Agreement and the Closing Date and set forth in Schedule 6.01other Credit Documents; (b) Indebtedness arising hereunder or evidenced by of the Loan Documents,Borrower set forth in Schedule 8.1 (and ------------ renewals, refinancings and extensions thereof on terms and conditions no less favorable to such Person than such existing Indebtedness); (c) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Credit Parties to finance the purchase of fixed assets provided that (i) the total -------- of all such Indebtedness (including any such Indebtedness referred to on Schedule 8.1) shall not exceed an aggregate principal amount equal to eight ------------ percent (8%) of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount Revolving Committed Amount at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding not to exceed $175,000,000 less thereon at the aggregate amount time of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))such refinancing; (d) obligations of the Borrower in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (e) Subordinated Debt; (f) Guaranty Obligations of any Credit Party with respect to Indebtedness incurred permitted pursuant to this Section 8.1 or other amounts with ----------- respect to ordinary course obligations of a Credit Party in the nature of operating leases or supply contracts; (g) intercompany loans and advances made by Parentthe Borrower to any Credit Party, by any Credit Party to the Borrower or by any Subsidiary Loan Credit Party subsequent to another Credit Party; (h) indemnity obligations of any Credit Party arising in connection with the representations and warranties made by such Credit Party with respect to the Closing Date secured sale or acquisition by purchase money such Credit Party of a Person or a business unit of such Person sold or purchased as a going concern; (i) Indebtedness in connection with attachment or judgment Liens which are Permitted Liens, provided that the aggregate amount total of all such Indebtedness permitted under this Section 6.0 1(e) for -------- all the Consolidated Parties taken together shall not exceed $10,000,000 1,000,000 by in the aggregate at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (fj) Indebtedness arising subsequent of any Credit Party evidenced by promissory notes or other instruments given to officers or directors of such Credit Party in consideration for the repurchase of Capital Stock or options of such Credit Party; provided that such promissory notes or other instruments shall not provide for any current payment of interest or principal on or prior to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16Maturity Date; and (jk) (i) other unsecured Indebtedness of the Consolidated Parties in an amount not to exceed $8,750,000 in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount aggregate at any one time outstandingtime.

Indebtedness. IncurNo Loan Party will, nor will it permit any Subsidiary to, create, assume incur or permit suffer to exist any Indebtedness, except: (a) Indebtedness existing on the Closing Date and set forth in Schedule 6.01Obligations; (b) Indebtedness arising hereunder or evidenced by existing on the Loan Documents,date hereof and set forth in Schedule 6.01(b) and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; (c) Indebtedness of that is unsecured and subordinated to the Parent and Denny’s Holding under Obligations on terms satisfactory to the 10% Senior Notes Documents Lender in an aggregate amount at any time outstanding not its Permitted Discretion, including, without limitation, the debt about to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof be incurred by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)Holdings as more particularly described on Schedule 6.01(c); (d) Indebtedness incurred by Parent, of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by purchase money Liensother Restricted Subsidiary, provided that (i) Indebtedness of any Subsidiary that is a Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) Borrower to any Restricted Subsidiary shall not exceed $10,000,000 at any one time outstandingbe subordinated to the Obligations on terms reasonably satisfactory to the Lender; (e) Subject Indebtedness of the Borrower or any Restricted Subsidiary incurred to Sections 6.10finance the acquisition of any capital assets (constituting purchase money Indebtedness), including Capital Lease Obligations, and extensions, renewals and replacements of any such Indebtedness in addition accordance with clause (f) hereof; provided that after giving effect to Indebtedness permitted under the incurrence of such Indebtedness, the Companies will remain in compliance with Section 6.01(d), Capital Lease Obligations entered into after the Closing Date;6.12. (f) Indebtedness arising subsequent to which represents an extension, refinancing, or renewal of any of the Closing Date under Indebtedness described in clause (b) hereof; provided that, (i) any purchasing card program established to enable headquarters and field staff the principal amount or interest rate of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and such Indebtedness is not increased, (ii) any travel and entertainment card program established Liens securing such Indebtedness are not extended to enable headquarters and field staff any additional property of Parent or any Subsidiary Loan Party, (iii) no Loan Party that is not originally obligated with respect to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount repayment of such Indebtedness shall is required to become obligated with respect thereto, (iv) such extension, refinancing or renewal does not exceed $3,000,000 result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced or renewed, (v) the terms of any such extension, refinancing, or renewal are not less favorable to the obligor thereunder than the original terms of such Indebtedness and (iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at any time outstandingleast as favorable to the Lender as those that were applicable to the refinanced, renewed, or extended Indebtedness; (g) Indebtedness arising from investments among Parentowed to any person providing workers' compensation, any Borrower and any Subsidiary Loan Party that are permitted hereunderhealth, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such person, in each case incurred in the ordinary course of business; (h) Indebtedness owed to of the Administrative Agent Borrower or any of its banking Affiliates Restricted Subsidiary in respect of any overdrafts performance bonds, bid bonds, appeal bonds, surety bonds and related liabilities arising from treasurysimilar obligations, depository and cash management services or in connection with any automated clearing house transfers each case provided in the ordinary course of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstandingbusiness; (i) Guarantees made by any Loan Party on behalf of Unrestricted Subsidiaries, provided that after giving effect thereto, the Companies will remain in compliance with Section 6.12; (j) Indebtedness under interest rate protection agreements permitted incurred by any Unrestricted Subsidiary, which may be secured by the assets of such Unrestricted Subsidiary, provided, that, at the time such Indebtedness is to be incurred and after giving effect thereto, the Companies will remain in compliance with Section 6.166.12; (k) Indebtedness of Holdings to the Borrower incurred for the sole purpose of making Permitted Acquisitions in accordance with the terms of this Agreement; and (jl) (i) in Indebtedness of any Unrestricted Subsidiary to the case of Parent, any Borrower or any Restricted Subsidiary Loan Party with respect to Indebtedness described permitted under paragraphs (aSection 6.04(g), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.

Indebtedness. IncurNo Credit Party will, nor will any Credit Party permit any of its Restricted Subsidiaries to, contract, create, incur, assume or permit suffer to exist any IndebtednessIndebtedness of the Credit Parties or any of their respective Restricted Subsidiaries, except: (a) Indebtedness incurred under this Agreement and the other Loan Documents; (b) the Indebtedness existing on the Closing Date and set forth in on Schedule 6.01; (b) Indebtedness arising hereunder or evidenced by the Loan Documents, 7.04 hereto and any Permitted Refinancing thereof; (c) Indebtedness of the Parent Credit Parties and Denny’s Holding under their Restricted Subsidiaries incurred to finance the 10% Senior Notes Documents acquisition, construction, repair, replacement or improvement of any fixed or capital assets, including Capitalized Lease Obligations and Purchase Money Indebtedness (and including any such Indebtedness that is assumed in connection with a Permitted Acquisition) in an aggregate amount at any one time outstanding not to exceed the greater of (x) $120,000,000 and (y) an amount equal to 20% of Pro Forma EBITDA for the most recently ended Testing Period; (d) Indebtedness of Non-Credit Parties in an aggregate amount at any one time outstanding not to exceed the greater of (x) $60,000,000 and (y) an amount equal to 10% of Pro Forma EBITDA for the most recently ended Testing Period; (e) any intercompany loans (i) made by the U.S. Borrower or any of its Restricted Subsidiaries to the U.S. Borrower or any of its Restricted Subsidiaries, as applicable, to the extent existing on the Closing Date (provided that such intercompany loans were not incurred in connection with the Transactions), (ii) made by any Non-Credit Party to any other Non-Credit Party, (iii) made by any U.S. Credit Party to any other U.S. Credit Party, (iv) made by any Credit Party to any U.S. Credit Party, (v) made by any EMEA Credit Party to any other EMEA Credit Party, (vi) made by any U.S. Credit Party to any EMEA Credit Party in an aggregate principal amount not to exceed the greater of (x) $125,000,000 and (y) an amount equal to 25% of Pro Forma EBITDA for the most recently ended Testing Period, and (vii) made by a Credit Party to any Non-Credit Party in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $175,000,000 less 60,000,000 and (y) an amount equal to 10% of Pro Forma EBITDA for the most recently ended Testing Period; and/or (viii) among the U.S. Borrower and/or any Restricted Subsidiary in connection with or related to an Infrastructure Reorganization consummated in accordance with the Infrastructure Reorganization Principles; provided that all such intercompany loans are subject to the Intercompany Subordination Agreement; (f) (i) Indebtedness of the U.S. Borrower and its Subsidiaries under Hedge Agreements; provided that such Hedge Agreements have been entered into in the ordinary course of business and not for speculative purposes and (ii) Indebtedness consisting of obligations under any Permitted Equity Derivatives; (g) Indebtedness constituting Guaranty Obligations permitted by Section 7.05; (h) Indebtedness in connection with Permitted Receivables Financings in an aggregate amount at any one time outstanding not to exceed the greater of (x) $60,000,000 and (y) an amount equal to 10% of Pro Forma EBITDA for the most recently ended Testing Period; (i) unsecured Indebtedness; provided that (i) no Event of Default (or, in the case of debt incurred or assumed in connection with a Limited Condition Acquisition, no Specified Event of Default) shall exist and be continuing at the time such Indebtedness is assumed or incurred or would result therefrom, (ii) on a Pro Forma Basis immediately after giving effect to the assumption or incurrence of such Indebtedness and any related transactions, the Consolidated Total Net Leverage Ratio does not exceed 6.00:1.00 (excluding, solely for the purposes of this calculation, the cash proceeds of any such Indebtedness being incurred at such time), (iii) the final maturity of such Indebtedness shall not be earlier than 91 days after the latest Term Loan Maturity Date then in effect and (iv) the weighted average life to maturity of such Indebtedness shall not be shorter than 91 days after the weighted average life to maturity of any -152- outstanding Term Loans; provided that (x) the aggregate outstanding principal amount of principal payments made Incremental Equivalent Debt and Indebtedness incurred pursuant to this Section 7.04(i) of the Non-U.S. EMEA Credit Parties (or any of them) shall not exceed the EMEA Ratio Debt Cap and (y) the amount of such Indebtedness incurred by Non-Credit Parties shall not exceed $25,000,000 in the aggregate at an time outstanding; (j) Indebtedness arising from agreements of any Credit Party or any of their Restricted Subsidiaries providing for indemnification, adjustment of purchase price, working capital adjustments or similar adjustments (including earn-out obligations), in each case, whether or not evidenced by a note, and incurred or assumed in connection with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings Target Acquisition, any Permitted Acquisition or any Asset Sale or Investment permitted under Section 6.01(jthis Agreement (any such obligations, “Deferred Acquisition Obligations”)); ; (dk) other Indebtedness of the U.S. Borrower and its Restricted Subsidiaries in an aggregate outstanding principal amount not to exceed the greater of (x) $120,000,000 and (y) an amount equal to 20% of Pro Forma EBITDA for the most recently ended Testing Period; (l) Incremental Equivalent Debt; (m) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the ordinary course of business; (n) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with Deposit Accounts to the extent incurred in the ordinary course of business; (o) Indebtedness consisting of obligations to make payments and/or promissory notes issued by Parentany Credit Party to finance the purchase or redemption of Equity Interests of the U.S. Borrower to the extent the applicable Restricted Payment is not permitted by Section 7.06(d)(B); provided that any such Indebtedness shall be subject to the maximum cash consideration set forth in Section 7.06(d)(B); (p) obligations in respect of surety, any Borrower stay, customs and appeal bonds, bid or any Subsidiary Loan Party subsequent performance bonds and performance and completion guaranties and obligations of a like nature (including letters of credit related thereto), worker’s compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance obligations, trade contracts, governmental contracts and leases, in each case incurred in the ordinary course of business and not in connection with the borrowing of money; (q) reimbursement obligations with respect to (x) the letters of credit existing on the Closing Date secured by purchase money Liensand set forth on Schedule 7.04(q) hereto and (y) banker acceptances, provided that bank guarantees or other similar instruments or obligations incurred in the aggregate amount ordinary course of business; (r) (i) the 2024 Notes outstanding on the Closing Date and (ii) any Permitted Refinancing thereof; (s) to the extent constituting Indebtedness, deposits and advance payments received from customers in the ordinary course of business consistent with past practices; (t) Indebtedness (including any guaranties) incurred in connection with granting any IRU or entering into similar arrangements conveying capacity, including put rights granted in connection therewith; (u) non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest with respect to Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding7.04; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.

Indebtedness. IncurNo Credit Party will, nor will it permit any of its ------------ Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness, except: (ai) Indebtedness arising under this Credit Agreement and the other Loan Documents; (ii) Indebtedness existing on as of the Closing Date as referenced in Section 5.01(h) (and set forth renewals, refinancings, replacements or extensions thereof on terms and conditions no more favorable, in Schedule 6.01the aggregate, to such creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing, replacement or extension); (biii) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment); provided that (i) -------- the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $2,000,000 at any one time outstanding (in addition to any such Indebtedness referred to in subsection (ii) above); (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (iv) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business and to the extent not current, accounts payable and accrued expenses that are subject to bona fide dispute; (v) Indebtedness owing by (A) a Credit Party to another Credit Party, (B) a Credit Party to a Foreign Subsidiary, (C) a Foreign Subsidiary to another Foreign Subsidiary or (D) a Foreign Subsidiary to a Credit Party if it constitutes a Permitted Investment; (vi) Indebtedness arising hereunder or evidenced by the Loan Documents,from judgments that do not cause an Event of Default; and (cvii) Indebtedness evidencing the financing of the Parent and Denny’s Holding under the 10% Senior Notes Documents in an aggregate amount at any time outstanding insurance premiums not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 1,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16; and (j) (i) in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01: (A) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating not more than $10,000,000 in principal amount at any one time outstanding.

Indebtedness. IncurCreate, createincur, assume or permit suffer to exist any Indebtedness, exceptexcept for the following: (a) Indebtedness existing on of the Closing Date and set forth in Schedule 6.01Loan Parties under the Loan Documents (including any Additional Loans or Additional Commitments); (b) Indebtedness arising hereunder or evidenced by of the Loan Documents,Parties in respect of (i) the Senior Unsecured Notes in an aggregate principal amount not to exceed $750,000,000 and (ii) the Senior Secured Notes in an aggregate principal amount not to exceed $700,000,000 and any Permitted Refinancing of the foregoing in this clause ‎(b); (c) Indebtedness outstanding on the Closing Date (x) with an individual principal amount less than $5,000,000 or (y) listed on Schedule 7.03 and in each case of the foregoing clauses ‎(x) and ‎(y), any Permitted Refinancing thereof; (d) Guarantees by any Loan Party in respect of Indebtedness of the Borrower or any of its Restricted Subsidiaries otherwise permitted hereunder; provided that if the Indebtedness being guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (e) Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or a Restricted Subsidiary that constitutes an Investment permitted by ‎Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the subordination terms set forth in the Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets (provided that such Indebtedness is incurred concurrently with or within two hundred seventy (270) days after the applicable acquisition, construction, repair, replacement, lease, expansion, development, installation, relocation, renewal, maintenance, upgrade or improvement), (ii) Attributable Indebtedness arising out of Permitted Sale Leasebacks and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses ‎(i) and ‎(ii); provided that the aggregate principal amount of Indebtedness (including without limitation Attributable Indebtedness, but excluding Attributable Indebtedness incurred pursuant to clause ‎(ii)) under this ‎Section 7.03(f) does not exceed the greater of (x) $225,000,000 and (y) 30.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period; (g) Indebtedness in respect of Swap Contracts entered into in the ordinary course of business and not for speculative purposes; (h) Indebtedness of the Borrower or any of its Restricted Subsidiaries arising pursuant to any Permitted Tax Restructuring; (i) [reserved]; (j) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (k) Indebtedness consisting of obligations of the Borrower (or any Parent Entity) or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in the ordinary course of business or otherwise in connection with the Transactions and Denny’s Holding under Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) Indebtedness to future, present or former employees, directors, officers, managers, members, partners, independent contractors or consultants of the 10% Senior Notes Documents Borrower or any of its Subsidiaries or Parent Entities or their respective controlled investment affiliates and/or their respective Affiliates, estates, heirs, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing to finance the purchase or redemption of Equity Interests of the Borrower (or any Parent Entity) permitted by ‎Section 7.06 (m) [reserved]; (n) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting guarantee or indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (o) Indebtedness in connection with intercompany cash management arrangements and related activities in the ordinary course of business or consistent with past practice; (p) Indebtedness in connection with Cash Management Obligations and other Indebtedness in respect of Bank Management Obligations in each case incurred in the ordinary course of business or consistent with past practice; (q) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations of the Borrower or any Restricted Subsidiary contained in supply arrangements, in each case, in the ordinary course of business; (r) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount not to exceed the greater of (x) $150,000,000 and (y) 20.0% of Consolidated EBITDA of the Borrower as of the last day of the most recently ended Test Period; (s) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (t) [reserved]; (u) Indebtedness owing to a customer to finance the acquisition of any equipment necessary to perform services for such customer; provided that the terms of such Indebtedness are consistent with those entered into with respect to Indebtedness containing substantially similar restrictions prior to the Closing Date, including that (x) the repayment of such Indebtedness is conditional upon such customer ordering a specific amount of goods or services and (y) such Indebtedness does not bear interest or provide for scheduled amortization or maturity; (v) Indebtedness consisting of obligations owing under any customer or supplier incentive, supply, license or similar agreements or workers’ compensation claims, health, disability or other employee benefits, property, casualty or liability insurance and/or self-insurance obligations, in each case, entered into in the ordinary course of business or consistent with past practice; (w) customer deposits and advance payments received in the ordinary course of business or consistent with past practice from customers for goods and services purchased in the ordinary course of business or consistent with past practice; (x) Indebtedness in an aggregate principal amount not to exceed the greater of (x) $295,000,000 and (y) 40.0% of Consolidated EBITDA of the Borrower as of the last day of the most recently ended Test Period; (y) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries to the extent that the net proceeds thereof are promptly deposited with (i) the trustee of the Senior Unsecured Notes to satisfy or discharge the Senior Unsecured Notes or exercise the Borrower’s legal defeasance or covenant defeasance or (ii) the trustee of the Senior Secured Notes to satisfy or discharge the Senior Secured Notes or exercise the Borrower’s legal defeasance or covenant defeasance, in each case, in accordance with the Senior Unsecured Notes Indenture or Senior Secured Notes Indenture, as applicable; (z) Indebtedness (i) of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary) after the date hereof and/or any other Indebtedness otherwise assumed in connection with an acquisition or any other Investment not prohibited hereunder, to the extent in the case of this clause ‎(i), such Indebtedness was not incurred in contemplation of such acquisition or other Investment and (ii) incurred or assumed in connection with a Permitted Acquisition or other Investment not prohibited hereunder and/or any other purpose not prohibited by this Agreement, in an aggregate principal amount for clauses ‎(i) and (ii), not to exceed (A) the greater of (x) $185,000,000 and (y) 25.0% of Consolidated EBITDA of the Borrower as of the last day of the most recently ended Test Period plus (B) an additional amount so long as after giving Pro Forma Effect thereto (x) in the case of Indebtedness secured by a Lien on the Collateral that is pari passu with the Lien on the Collateral securing the Obligations, the Senior Secured Leverage Ratio does not exceed 4.00:1.00 (or, to the extent such Indebtedness is incurred in connection with any Permitted Acquisition or Investment not prohibited by this Agreement, the greater of 4.00:1.00 and the Senior Secured Leverage Ratio immediately prior to such transaction) and, (y) in the case of Indebtedness secured by a Lien that ranks junior to the Liens on the Collateral securing the Obligations, the Secured Leverage Ratio does not exceed 5.20:1.00 (or, to the extent such Indebtedness is incurred in connection with any Permitted Acquisition or Investment not prohibited by this Agreement, the greater of 5.20:1.00 and the Secured Leverage Ratio immediately prior to such transaction) and (z) in the case of Indebtedness that is unsecured or secured by assets that are not Collateral, either (X) the Total Leverage Ratio does not exceed the greater of 5.70:1.00 (or, to the extent such Indebtedness is incurred in connection with any Permitted Acquisition or Investment not prohibited by this Agreement, the greater of 5.70:1.00 and the Total Leverage Ratio immediately prior to such transaction) or (Y) the Interest Coverage Ratio is no less than 2:00:1.00 (or, to the extent such Indebtedness is incurred in connection with any Permitted Acquisition or Investment not prohibited by this Agreement, the lesser of 2.00:1.00 and the Interest Coverage Ratio immediately prior to such transaction); provided that (1) except with respect to Indebtedness described in clause ‎(i) of this ‎Section 7.03(z), such Indebtedness shall not mature prior to the Initial Term Loan Maturity Date and shall have a Weighted Average Life to Maturity not shorter than the Weighted Average Life to Maturity of the Initial Term Loans (provided, that the requirements in this clause ‎(1) shall not apply to (x) any customary bridge loans so long as any loans, notes, securities or other Indebtedness which exchanged for or otherwise replace such bridge loans satisfies (or will satisfy at the time of incurrence or rollover) the requirements of such clauses and (y) any Indebtedness with an aggregate outstanding principal amount not in excess of $350,000,000), (2) any such Indebtedness of any Subsidiaries that are non-Loan Parties under this ‎Section 7.03(z) shall not exceed the greater of (I) $260,000,000 and (II) 35.0% of Consolidated EBITDA of the Borrower as of the last day of the most recently ended Test Period, (3) subject to the LCT Provisions (if applicable), no Event of Default exists or shall result therefrom (or, in the case of a Permitted Acquisition or Investment, no Specified Event of Default exists or shall result therefrom), (4) any such Indebtedness that is secured by the Collateral shall be subject to an Acceptable Intercreditor Agreement and (5) in the case of any such Indebtedness incurred under clause (ii) hereof that is denominated in Dollars and in the form of term loans (other than customary bridge loans) that is secured by the Collateral on a pari passu basis with the Initial Term Loans in right of payment and with respect to security, the All-In-Rate applicable thereto will not be more than 0.50% per annum higher than the All-In-Rate in respect of the Initial Term Loans unless the Applicable Margin (and/or, as provided in the proviso below, the Base Rate floor or Eurocurrency Rate floor) with respect to the Initial Term Loans is adjusted to be equal to the All-In-Rate applicable to such Indebtedness, minus 0.50% per annum (it being agreed that, the relative rate differentials in any pricing grid specified in the Applicable Margin shall continue to be maintained), provided that, unless otherwise agreed by the Borrower in its sole discretion, that any increase in All-In-Rate to any Initial Term Loan due to the application or imposition of an Base Rate floor or Eurocurrency Rate floor on any such Indebtedness shall be effected solely through an increase in (or implementation of, as applicable) any Base Rate floor or Eurocurrency Rate floor applicable to such Initial Term Loan; (aa) Incremental Equivalent Debt; (bb) Credit Agreement Refinancing Indebtedness; (cc) Indebtedness in an aggregate principal amount not to exceed the Available Amount; (dd) Indebtedness with respect to any Permitted Recourse Receivables Financing; (ee) Indebtedness in respect of Permitted Exchange Securities incurred pursuant to a Permitted Exchange in accordance with Section 2.15 and any Permitted Refinancing thereof; (ff) Indebtedness of the Borrower or any Restricted Subsidiary in an amount equal to 200% of the aggregate amount of cash contributions made after the Closing Date to the Borrower in exchange for Qualified Equity Interests of the Borrower, except to the extent utilized in connection with any other transaction permitted by Section 7.02 or ‎Section 7.08, and except to the extent such amount increases the Available Amount or constitutes a Cure Amount; (gg) Indebtedness of any Restricted Subsidiary that is not a Loan Party incurred under working capital lines, lines of credit or overdraft facilities in an individual principal amount at any time outstanding not to exceed the greater of $175,000,000 less 40,000,000 and 5.0% of Consolidated EBITDA of the aggregate amount Borrower as of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j)); (d) Indebtedness incurred by Parent, any Borrower or any Subsidiary Loan Party subsequent to last day of the Closing Date secured by purchase money Liens, provided that the aggregate amount of Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstanding; (e) Subject to Sections 6.10, and in addition to Indebtedness permitted under Section 6.01(d), Capital Lease Obligations entered into after the Closing Date; (f) Indebtedness arising subsequent to the Closing Date under (i) any purchasing card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and (ii) any travel and entertainment card program established to enable headquarters and field staff of Parent or any Subsidiary Loan Party to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount of such Indebtedness shall not exceed $3,000,000 at any time outstanding; (g) Indebtedness arising from investments among Parent, any Borrower and any Subsidiary Loan Party that are permitted hereunder; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstanding; (i) Indebtedness under interest rate protection agreements permitted by Section 6.16most recently ended Test Period; and (jhh) all premiums (i) if any), interest (including post-petition interest, capitalized interest or interest otherwise payable in kind), fees, defeasance costs, underwriting discounts, dividends, expenses, charges and additional or contingent interest on obligations described in the case of Parent, any Borrower or Subsidiary Loan Party with respect to Indebtedness described under paragraphs (a), (b), (d), (e), (f), (g), (h) or (i) foregoing clauses of this Section 6.01 7.03. The accrual of interest, the accretion of accreted value and (ii) the payment of interest or distributions in the case form of Parent and Denny’s Holding, with respect additional Indebtedness shall not be deemed to be an incurrence of Indebtedness described in paragraph (c) for purposes of this Section 6.01: ‎Section 7.03. In addition, (AI) all principal, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, provided that such renewals, extensions, modifications and refinancings (i) do not increase the outstanding principal amount of any Disqualified Equity Interests of the Indebtedness being renewed, extended, modified Borrower or refinanceda Restricted Subsidiary, or shorten preferred equity interests of the maturity Borrower or a Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof to a date earlier than one year after the Term Loan Maturity Date, (ii) are otherwise on terms consistent with prudent business practice and then prevailing market practices and prices in the applicable geographic area and (iiiII) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable to the Administrative Agent; and (B) additional unsecured Indebtedness not otherwise permitted by this Section 6.01 aggregating 7.03 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more than $10,000,000 in principal amount at any one time outstandingother provisions of this ‎Section 7.03 permitting such Indebtedness.

Indebtedness. IncurNo Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) the Secured Obligations; (b) Indebtedness existing on the Closing Date date hereof and set forth in Schedule 6.01; (b) Indebtedness arising hereunder or evidenced by the Loan Documents, (c) intercompany Indebtedness between the Borrowers or between any Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 6.04(d) or (e), provided that Indebtedness of any Borrower to any Subsidiary and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Parent and Denny’s Holding under Secured Obligations on terms reasonably satisfactory to the 10% Senior Notes Documents in an aggregate amount at any time outstanding not to exceed $175,000,000 less the aggregate amount of principal payments made with respect thereto and repurchases thereof by the Parent and/or its Subsidiaries (other than repurchases and refinancings permitted under Section 6.01(j))Administrative Agent; (d) Guarantees in respect of Indebtedness incurred otherwise permitted pursuant to this Section 6.01, provided that Guarantees by Parent, any Borrower or any Subsidiary that is a Loan Party subsequent of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04 and shall be subordinated to the Closing Date secured by purchase money Liens, provided that Secured Obligations of the aggregate amount of applicable Subsidiary on the same terms as the Indebtedness permitted under this Section 6.0 1(e) shall not exceed $10,000,000 at any one time outstandingso Guaranteed is subordinated to the Secured Obligations; (e) Subject Indebtedness incurred to Sections 6.10finance the acquisition, construction or improvement of any fixed or capital assets, including office equipment, data processing equipment and in addition to Indebtedness permitted under Section 6.01(dmotor vehicles (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations entered into (including Capital Lease Obligations arising from Sale and Leaseback Transactions permitted by Section 6.06) and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that (i) such Indebtedness is incurred or assumed prior to or within 120 days after such acquisition or the Closing Datecompletion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) at any time outstanding shall not exceed $10,000,000; (f) Indebtedness arising subsequent which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the Closing Date under “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e) (i) any purchasing card program established and (o) hereof (such Indebtedness being referred to enable headquarters and field staff herein as the “Original Indebtedness”); provided that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of Parent or any Subsidiary Loan Party to purchase goods and supplies from vendors and the Original Indebtedness, (ii) any travel and entertainment card program established Liens securing such Refinance Indebtedness are not extended to enable headquarters and field staff any additional property of Parent any Loan Party or any Subsidiary of its Subsidiaries, (iii) no Loan Party or any of its Subsidiaries that is not originally obligated with respect to make payments for expenses incurred related to travel and entertainment, provided that the aggregate amount repayment of such Original Indebtedness shall is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not exceed $3,000,000 result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness are not less favorable to the obligor thereunder than the original terms of such Original Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance Indebtedness must include subordination terms and conditions that are at any time outstandingleast as favorable to the Administrative Agent and the Lenders as those that were applicable to such Original Indebtedness; (g) Indebtedness arising from investments among Parentowed to any Person providing workers’ compensation, any Borrower and any Subsidiary Loan Party that are permitted hereunderhealth, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (h) Indebtedness owed to the Administrative Agent or any of its banking Affiliates in respect of any overdrafts performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, and Indebtedness in respect of letters of credit, bank guarantees or similar instruments related liabilities arising from treasurythereto, depository and cash management services or in connection with any automated clearing house transfers each case provided in the ordinary course of funds, provided that the aggregate principal amount of such Indebtedness shall not exceed $30,000,000 at any one time outstandingbusiness; (i) Indebtedness under interest rate protection agreements of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by Section 6.16; andthis clause (i) at any time outstanding shall not exceed $2,500,000; (j) Indebtedness under Swap Agreements permitted under Section 6.07; (ik) subject to Section 5.13, cash management obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in the case ordinary course of Parentbusiness; (l) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (m) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (n) Indebtedness of any Borrower or Subsidiary that is not a Loan Party with respect to Indebtedness described under paragraphs (a)Party; provided that, (b), except as otherwise permitted by clause (d), (e), (f), (g), (h) or (i) of this Section 6.01 and (ii) in the case of Parent and Denny’s Holding, with respect to Indebtedness described in paragraph (c) of this Section 6.01:, only Subsidiaries that are not Loan Parties are obligated to pay such Indebtedness or grant Liens on their Property to secure the obligations under such Indebtedness; (Ao) all principalother secured Indebtedness not otherwise listed in clauses (a) through (n) above, interest, fees, reimbursement and indemnification amounts, and all other accruals and obligations under at any renewals, extensions, modifications or refinancings, from time to time, of such Indebtedness, outstanding in an aggregate principal amount not exceeding $25,000,000; provided that such renewals, extensions, modifications and refinancings (i) do such Indebtedness is not increase the outstanding principal amount of the Indebtedness being renewed, extended, modified or refinanced, or shorten the maturity thereof to a date earlier than one year after the Term Loan Maturity Date, secured by any Collateral and (ii) are otherwise on terms consistent with prudent business practice such Indebtedness is subject to an intercreditor agreement in form and then prevailing market practices and prices in the applicable geographic area and (iii) in the case of Indebtedness described in Section 6.01(c), is on terms and conditions acceptable substance satisfactory to the Administrative Agent; and (Bp) additional other unsecured Indebtedness not otherwise permitted by listed in clauses (a) through (n) above at any time outstanding in an aggregate principal amount not exceeding the sum of (i) $35,000,000, minus (ii) the aggregate principal amount of Indebtedness at any time outstanding pursuant to clause (o) of this Section 6.01, but subject to the limitations set forth in clause (d) of this Section 6.01 aggregating with respect to Subsidiaries that are not more than $10,000,000 in principal amount at any one time outstandingLoan Parties.