or fiduciary
relationship.
SECTION 17.
GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
SECTION 18.
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 18.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
written above.
[GRANTOR]
by
Name:
Title:
Address for Notices:
BANK OF AMERICA, N.A.,
as Collateral Agent,
by
Name:
Title:
Address for Notices:
[BANK]
by
Name:
Title:
Address for Notices:
EXHIBIT G
Alston&Bird llp
Bank of America Plaza
101 South Tryon Street, Suite 4000
Charlotte, NC 28280-4000
704-444-1000
Fax: 704-444-1111
December 15, 2006
Bank of America, N.A., as Administrative
Agent and Collateral Agent
100 Federal Street
Boston, MA 02110
The Issuing Banks under the Credit Agreement
The Lenders under the Credit Agreement
Re:
Amended and Restated Credit Agreement dated as of December 15, 2006, among
Denny's, Inc., Denny's Realty, LLC, Denny's Corporation, Denny's Holdings, Inc.
and DFO, LLC, the Lenders thereunder, and Bank of America, N.A., as
Administrative Agent and Collateral Agent (the "Agent") (the "Credit Agreement')
Ladies and Gentlemen:
We have acted as counsel to Denny's, Inc., a California corporation, Denny's
Realty, LLC, a Delaware limited liability company (Denny's, Inc. and Denny's
Realty, LLC, collectively referred to herein as the "Borrowers"), Denny's
Corporation, a Delaware corporation, Denny's Holdings, Inc., a New York
corporation and DFO, LLC, a Delaware limited liability company (Denny's
Corporation, Denny's Holdings, Inc. and DFO, Inc., collectively referred to
herein as the "Guarantors") (the Borrowers and the Guarantors, collectively
referred to herein as the "Loan Parties"), in connection with the transactions
contemplated by the Credit Agreement.
This opinion is delivered at the request
of our clients pursuant to Section 4.02(a)(iv) of the Credit
Agreement.
Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to such terms in the Credit Agreement or the Guarantee and
Collateral Agreement, as applicable.
Terms which are defined in the Uniform
Commercial Code (the "UCC")