Common use of Pledge Clause in Contracts

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor the Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II I hereto and any other Equity Interests shares of capital stock of any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule III hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests in each first-tier Foreign Subsidiary directly owned by it and (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule II II) and any other Equity Interests in a first-tier Foreign Subsidiary obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged Stock”)Interests; provided that the Pledged Stock pledged Equity Interests shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity InterestsExcluded Securities; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (db) subject to Section 3.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses clause (a) and (b) above and the property referred to in clause (c) above; (ec) subject to Section 3.062.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (db) above; and (fd) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the “Pledged CollateralStock”). TO HAVE AND TO HOLD the Pledged CollateralStock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests secure Obligations, then the Equity Interests of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of the Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien in favor of the Agent on the Equity Interests that are so deemed to no longer constitute part of the Collateral for the Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests of such Subsidiary will automatically be deemed to be a part of the Collateral for the Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests, on the terms contemplated herein.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests owned by it and (including, without limitation, those listed on Schedule II hereto) and any shares of capital stock and other Equity Interests of any Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares or interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting Equity Interests stock of any Foreign Subsidiary, Non-U.S. Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the all debt securities (including, without limitation, those listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto), (ii) any all debt securities securities, in the future issued to such Grantor the Pledgor and (iii) the all promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any and all of the foregoing (all the items referred foregoing, collectively, the “Collateral.”) Upon delivery to in clauses the Collateral Agent, (a) through any stock certificates, notes or other securities now or hereafter included in the Collateral (f) above being collectively referred to as the “Pledged CollateralSecurities”)) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests Capital Stock owned by it and listed on Schedule II hereto and any other Equity Interests shares of Capital Stock of the Borrower or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided provided, however, that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities securities, instruments or obligations in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property securities and instruments that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities and instruments referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged "Collateral”"); provided further, that (i) the Xxxxxxx Obligations shall be secured only by the Xxxxxxx Collateral and (ii) the WOW Obligations shall be secured only by the WOW Collateral (it being understood that the Xxxxxxx Collateral and the WOW Collateral shall also secure all General Obligations) and provided further that any Collateral that is neither Xxxxxxx Collateral nor WOW Collateral shall only secure the General Obligations. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Upon delivery to the Collateral Agent, its successors (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and assigns, for by such other instruments and documents as the benefit Collateral Agent may reasonably request and (b) all other property comprising part of the Secured PartiesCollateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, forever; subject, however, to which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. For the terms, covenants and conditions hereinafter set forth.purposes of this Agreement:

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges delivers unto the Administrative Agent, its successors and assigns, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any other Equity Interests shares of capital stock of the Parent Borrower or any Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares and (ii) any shares of capital stock of Knowxxx Xxxctronics Japan K.K. obtained in the “future by the Parent Borrower and the certificates representing all such shares (collectively, the "Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting Equity Interests stock of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the Equity Interests, securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Administrative Agent, (a) any certificates with respect to Equity Interests, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, performance in full when due of the Obligations, including each Guaranty of the Obligations, each Grantor hereby assigns (i) confirms and reaffirms its prior pledge and grant in the “Pledged Collateral” (as defined in the Existing Security Agreement) and (ii) pledges to the Collateral Agent, Administrative Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, Administrative Agent and its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other all Equity Interests owned now or hereafter directly held by it such Grantor in (x) each Material Subsidiary that is a direct Wholly-Owned Subsidiary of such Grantor and (y) Nitrogen, including in the case of each of clauses (x) and (y) the Equity Interests listed on Schedule II and any other Equity Interests obtained in the future by such Grantor I, and the certificates certificates, if any, representing all such Equity Interests (the “Pledged StockEquity”); provided that (b) the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) Indebtedness owed to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule III and any other Indebtedness (including, (iiwithout limitation, any intercompany notes) any debt securities directly obtained now or in the future issued to by such Grantor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities Indebtedness (the “Pledged Debt SecuritiesDebt”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) above and the property referred to in clause (c) abovePledged Debt; (ed) subject to Section 3.06‎Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a‎(a), (b‎(b), (c) and (d‎(c) above; and (fe) subject to ‎Section 2.06, all Proceeds of any of the foregoing (the items referred to in clauses (a‎(a) through (f‎(e) above being collectively referred to as the “Pledged Collateral”); provided that notwithstanding anything in this Agreement or any other Loan Document to the contrary, nothing in this Agreement shall constitute or be deemed to constitute a grant of a security interest in, and none of the Pledged Collateral shall include, any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performanceperformance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in full of the its Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, permitted assigns for the benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests directly owned by it and (including those listed on Schedule II II) and any other Equity Interests obtained in the future by such Grantor Pledgor and the any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor or (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary Subsidiary of such Grantor Pledgor issue directors’ qualifying shares, such qualifying shares or nominee or other similar shares, (iii) any Equity Interests received with respect to which the Collateral and Guarantee Requirement or any provision of Section 6.10 of the Term Credit Agreement need not be satisfied by Denny’s Holdings in respect reason of shares Section 6.10(g) of Series A Cumulative Convertible Preferred Stock the Term Credit Agreement, (iv) any Equity Interests of Sxxxxx Holdings, Inc. a Subsidiary to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30the Closing Date, 2001and for so long as, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt securities obligations listed opposite the name of such Grantor Pledgor on Schedule II, (ii) any debt securities obligations now or in the future issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5,000,000 (which pledge, in the case of any intercompany note evidencing debt owed by a Foreign Subsidiary to a Loan Party, shall be limited to 65% of the amount outstanding thereunder), and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities obligations (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (ed) subject to Section 3.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, Agent and its successors and assigns, permitted assigns for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it such Grantor on the date hereof and listed on Schedule II and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Excluded Equity Interests; (b)(ib) (i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor and (iii) to the extent evidenced thereby the promissory notes and any other instruments, if any, instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or dividends, interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and ), (b) above and the property referred to in clause (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the all Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Collateral Agent, its successors successor and assigns, for the benefit of the Secured Parties, Parties a security interest in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule II and II, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests shall not include (i) more than 65% of the issued and outstanding voting any Excluded Assets or Equity Interests of any Foreign Subsidiary, Immaterial Subsidiaries (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. excluded pursuant to this proviso being referred to as the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such “Excluded Equity Interests”); (b)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.012.01 and Section 2.02; (d) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (foregoing. Notwithstanding the items referred to in clauses (a) through (f) above being collectively referred to as the “foregoing, Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit shall not include Excluded Assets of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthany kind.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other (i) all Equity Interests owned held by it and on the date hereof (including those Equity Interests listed on Schedule II II) and (ii) any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the foregoing clauses (i) and (ii) collectively, the “Pledged StockEquity”), in each case including all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Equity and all warrants, rights or options issued thereon or with respect thereto; provided that the Pledged Stock Equity shall not include (iA) more than 65any Excluded Assets (which include, for the avoidance of doubt, in the case of Secured Obligations of the U.S. Borrower and the U.S. Borrower Required Guarantors, (x) 35% of the issued and outstanding voting Equity Interests of any Foreign SubsidiaryU.S. Midco, (iiy) to all of the extent applicable law requires that a subsidiary Equity Interests of such Grantor issue directors’ qualifying shares, such qualifying shares or the English Borrower and (iiiz) any Equity Interests received by Denny’s Holdings of a Subsidiary of U.S. Midco or the English Borrower) or (B) any Equity Interests in respect a Person that is not a wholly-owned Subsidiary of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. such Grantor to the extent that, on that (1) the date organizational documents or other agreements with other equity holders of such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts Person do not permit the pledge of such Equity InterestsInterests (so long as such prohibition was not entered into in contemplation of the applicable Grantor becoming a Grantor or at the time the applicable Grantor becomes a Grantor) or (2) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other materially adverse consequences to any of the Grantors or such Person, in the case of each of clauses (1) and (2), after giving effect to applicable anti-assignment provisions of the UCC or other applicable Law; (b)(ib) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”)[reserved]; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (ed) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (fe) above (other than, in each case, any Excluded Assets, which shall, for the avoidance of doubt be excluded from Pledged Collateral), being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor Pledgor hereby ratifies and affirms its pledgepledges, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreementhypothecates, and, for the avoidance of doubt, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Partiestransfers, sets over and delivers unto Nx, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Nx a security interest in all of such Grantor’s right, title and interest in, to and under (a) the any and all shares of Nx capital stock that Pledgor now owns, in excess of 34,428 shares of Nx capital stock, or which Pledgor may receive as a result of exercise of the Options (defined below), (b) any shares of Nx capital stock received by Pledgor pursuant to the Settlement Agreement among Nx, Pledgor, and certain other Equity Interests owned by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests persons dated December 29, 2000 (the “Pledged Stock”"Settlement Agreement"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying sharestogether with stock described in this Section 1, such qualifying shares or clause (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are receiveda), the Equity Rights Agreement entered into as of August 30"Shares"), 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) any and all other property that may be delivered rights to and acquire Nx capital stock pursuant to options now held by the Collateral Agent Pledgor or received by Pledgor pursuant to the Settlement Agreement, to the fullest extent provided by law (the "Options"), and (d) subject to the terms of this Section 3.01; (d) subject to Section 3.06Agreement, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, any and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and property acquired upon transfer of any of the property referred to described in clause (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in preceding clauses (a), (b), (c) and (dc), but excluding an property acquired upon transfer or in respect of, including by dividend, pursuant to capital restructuring or pursuant to the Settlement Agreement, the 34,428 shares of Nx capital stock excluded from clause (a) above; and above (f) all Proceeds of any of the foregoing property described in this sentence being the "Collateral"), in order to secure all obligations of Pledgor under the Note. To the extent that Pledgor holds Options to acquire capital stock of Nx, then upon exercise of such options from time to time Pledgor shall pay to Nx one-half of the proceeds of the sale of such stock to pay amounts due under the Note. Further, without limiting the provisions of other sections of this Agreement, from time to time, within 2 business days of a request of Pledgor, Nx will release certificates representing the Shares to the transfer agent for Nx' common stock to enable Pledgor to transfer such Shares, provided that any proceeds of such transfer, other than as provided in the previous sentence, shall be delivered to Nx to pay amounts due under the Note (or if such proceeds are not cash, to be held as Collateral hereunder). Unless proceeds of any such transfer are used to pay the Note off in full, no such transfer shall be made except in exchange for property having a fair market value at least equal to the Collateral to be transferred. In the event that certificates representing shares are not released and sent via overnight mail to Pledgor within 5 business days of Pledgor's request for such certificates (the items referred to "Determination Date"), Nx will indemnify Pledgor for any diminution in clauses (a) through (f) above being collectively referred to as value of such shares from the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, Determination Date to the terms, covenants and conditions hereinafter set forthdate that Pledgor actually receives such certificates.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the its respective Obligations, each Grantor Pledgor hereby assigns bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to the Collateral Agent, Representative its successors and assigns, its assigns (for the benefit of the Secured Parties, ) and hereby grants to the Collateral AgentRepresentative, its successors and assigns, assigns (for the benefit of the Secured Parties, ) a security interest in in, all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the securities consisting of the shares of capital stock and other Equity Interests owned by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule III and all shares of the capital stock of any United States Subsidiary currently existing (other than ARM Capital Advisors, LLC, which was created to effectuate the sale of substantially all of the assets of ARM Capital Advisors, Inc. as permitted by Section 6.05 of the Credit Agreement) or hereafter acquired by such Pledgor other than subsidiaries of Insurance Subsidiaries (the "PLEDGED STOCK") and the certificates representing the Pledged Stock, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (cb) all other property that may be delivered to and held by the Collateral Agent Representative pursuant to the terms of this Section 3.01; 2.04(a)(iii), (dc) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.062.04, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), ) and (b), (c) above and (d) above; and (f) all Proceeds proceeds of any of the foregoing items referred to in clauses (a) through (c) above and in this clause (d) (the items referred to in clauses (a) through (fd) above being collectively referred to as called the “Pledged Collateral”"COLLATERAL"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral AgentRepresentative, its successors and its assigns, for the benefit of the Secured Parties, forever; subjectSUBJECT, howeverHOWEVER, to the terms, covenants and conditions hereinafter set forth. SECTION 2.02.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may beapplicable, in full of the Second-Lien Notes Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests of any Person owned by it on the date hereof or at any time thereafter acquired by it, and listed on Schedule II in all certificates at any time representing any such Equity Interests, and any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Equity Interests obtained in the future by of any Person that may be issued or granted to, or held by, such Grantor and the certificates representing all such Equity Interests while this Agreement is in effect (collectively, the “Pledged Stock”); provided that the Pledged Stock granted as security for the payment or performance, as applicable, in full of the Second-Lien Notes Obligations of the Company and its Subsidiaries shall not include (i) more than 65% of the issued and outstanding voting Excess Exempted Foreign Entity Equity Interests of any Foreign SubsidiaryInterests, (ii) the Equity Interests of Xxx Xxxxxx Homes, LLC so long as Xxx Xxxxxx Homes, LLC constitutes an Inactive Subsidiary, (iii) all Equity Interests in Persons that are not Wholly-Owned Subsidiaries of the Company or any of its Subsidiaries, but only to the extent applicable law requires that a subsidiary such Person is, or its equity holders are, contractually prohibited from pledging such Equity Interests, provided that, the Company or any of such Grantor issue directors’ qualifying shares, such qualifying shares or its Subsidiaries does not encourage the creation of any contractual prohibitions and (iiiiv) any all Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx HoldingsPersons created after the date hereof, Inc. but only to the extent thatsuch Person is, on the date such Equity Interests are receivedor its equity holders are, the Equity Rights Agreement entered into as legally (including pursuant to regulations of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of a Governmental Authority) prohibited from pledging such Equity Interests; (b)(ib) the all debt securities listed opposite the name of and promissory notes held by, or owed to, such Grantor (whether the respective issuer or obligor is the Company, any of its Subsidiaries or any other Person) on Schedule IIthe Closing Date or at any time thereafter, (ii) any debt securities in the future issued to such Grantor and (iii) the all securities, promissory notes and any other instruments, if any, instruments evidencing such the debt securities or promissory notes described above (collectively, the “Pledged Debt”); provided that the Pledged Debt Securities”granted as security for the payment or performance, as applicable, in full of the Second-Lien Notes Obligations of the Company and its Subsidiaries shall not include that certain promissory note listed as item 11 on Schedule 10.04 of the Credit Agreement (as defined in the Intercreditor Agreement); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.063.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and ), (b) above and the property referred to in clause (c) above; (e) subject to Section 3.063.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above and this clause (f) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies As general and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as continuing collateral security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a) the shares of capital stock and stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a person (collectively, the “Equity Interests Interests”) owned by it such Pledgor and listed on Schedule II hereto and any other Equity Interests obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (ed) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above, including any interest of such Pledgor in the entries on the books of the issuer of the Pledged Stock or any financial intermediary pertaining to the Pledged Stock; and (fe) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”). Notwithstanding any of the foregoing, the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Note Guarantor, (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares or (iii) any shares or other Equity Interests or debt securities issued by any Excluded Subsidiary (as defined in the Credit Agreement). Any security interest in Pledged Stock or Pledged Debt Securities of any Subsidiary of the Issuer shall be limited at any time to that portion of capital stock or other security which value (defined as the principal amount, par value, book value as carried by the Issuer or market value, whichever is greatest), when considered in the aggregate with all other capital stock or other securities of such Subsidiary subject to a security interest under the Indenture, does not exceed 19.99% of the principal amount of the then outstanding Notes issued by the Issuer; provided, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Pledged Stock or Pledged Debt Securities secure the Notes, then such Pledged Stock or Pledged Debt Securities of such Subsidiary shall automatically be deemed not to be part of the Collateral but only to the extent necessary to not be subject to such requirement; provided, further, in such event, the Security Documents may be amended or modified, without the consent of any Holder, to the extent necessary to release the security interests on the shares of capital stock or other securities that are so deemed to no longer constitute part of the Collateral. Any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by (a) stock powers of attorney duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. If the constating documents of any Person listed under the heading “Issuer” in Schedule II hereto restrict the transfer of the securities of such Issuer, then the Pledgor will also deliver to the Collateral Agent a certified copy of a resolution of the directors or shareholders of such Issuer consenting to the transfer(s) contemplated by this Agreement, including any prospective transfer of the Collateral by the Collateral Agent upon a realization on the security constituted hereby in accordance with this Agreement. Each Pledgor confirms that value has been given by the Collateral Agent and the Secured Parties to the Pledgor, that the Pledgor has rights in the Collateral (other than after-acquired property) and that the Pledgor and the Collateral Agent have not agreed to postpone the time for attachment of the security interests created by this Agreement to any of the Collateral. The security interests created by this Agreement will have effect and be deemed to be effective whether or not the Obligations or any part thereof are owing or in existence before or after or upon the date of this Agreement. TO HAVE AND TO HOLD the Pledged Collateral, in accordance with, and to the extent consistent with, the Intercreditor Agreement, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may beapplicable, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured PartiesCreditors, a security interest in in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests of any Person (including, without limitation, the Borrower and each Subsidiary) owned by it on the date hereof or at any time thereafter acquired by it, and listed on Schedule II in all certificates at any time representing any such Equity Interests, and any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Equity Interests obtained in the future by of any Person that may be issued or granted to, or held by, such Grantor and the certificates representing all such Equity Interests while this Agreement is in effect (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than any of the outstanding capital stock of a Foreign Subsidiary in excess of 65% of the issued and outstanding voting Equity Interests power of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary all classes of capital stock of such Grantor issue directors’ qualifying sharesForeign Subsidiary entitled to vote; (b) all debt securities and promissory notes held by, or owed to, such qualifying shares Grantor (whether the respective issuer or (iiiobligor is the Borrower, any of its Subsidiaries or any other Person) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are receivedEffective Date or at any time thereafter, the Equity Rights Agreement entered into as of August 30and all securities, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such the debt securities or promissory notes described above (collectively, the “Pledged Debt SecuritiesDebt”); (c) all Limited Liability Company Interests; (d) all Partnership Interests; (e) all Securities (and all options and warrants to purchase securities), owned or held by such Grantor from time to time; (f) all Financial Assets and Investment Property owned by such Grantor from time to time; (g) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (dh) all Security Entitlements owned by such Grantor from time to time in any and all of the foregoing; (i) subject to Section 3.063.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and ), (b) above and the property referred to in clause (c) above; (ej) subject to Section 3.063.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (fk) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fj) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests Capital Stock owned by it and such Grantor on the date hereof (including all such Capital Stock listed on Schedule II and II), (ii) any other Equity Interests Capital Stock obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests Capital Stock (all the foregoing collectively referred to herein as the “Pledged Stock”); provided provided, however, that the Pledged Stock shall not include (iA) more than 6566% of the issued and outstanding voting Equity Interests Capital Stock of (y) any Foreign SubsidiarySubsidiary or (z) any Foreign Holding Company Guarantor and (B) Capital Stock in any Person other than Wholly-Owned Subsidiaries, (ii) to the extent applicable law requires that the grant of a subsidiary security interest or Lien therein or the exercise of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in remedies with respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to thereto is prohibited under the terms of this Section 3.01the governing documents of such Person (the issuer of such Capital Stock) or any related joint venture, shareholder or like agreement binding on any shareholder, partner or member of such Person, or requires, under such governing documents or like agreement, the consent of any governing body, shareholder, partner or member of such Person (other than of the Borrower or any of its Affiliates) and such consent shall not have been obtained; (db) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses clause (a) and (b) above and the property referred to in clause (c) above; (ec) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (db) above; , and (fd) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any other Equity Interests shares of capital stock of any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% (or such lesser percentage of stock as will not result in the adverse tax consequences to the Pledgor or any other Subsidiary of Catalytica (direct or indirect) or to Catalytica) of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto (but excluding notes evidencing loans and advances to employees of Catalytica and its subsidiaries as permitted by Section 6.04(h) of the Credit Agreement), (ii) any debt securities in the future issued to such Grantor the Pledgor (but excluding notes evidencing loans and advances to employees of Catalytica and its subsidiaries as permitted by Section 6.04(h) of the Credit Agreement) and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) aboveabove (which property does not include Catalytica Combustion's ownership interest in Genxon Power Systems, LLC); and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies In accordance with, and affirms its pledgeto the extent consistent with, assignment and grant of security interests made pursuant to Section 3.01 the terms of the Existing Guarantee and Collateral Intercreditor Agreement, and, for the avoidance of doubt, as security for the payment or performance, as the case may be, in full of the Note Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such Grantor’s Pledgor's right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests owned by it such Pledgor and listed on Schedule II II, (ii) all other Equity Interests of Farmland Feed (as defined in the Credit Agreements) or any wholly owned Restricted Subsidiary of the Company or Farmland Feed obtained by such Pledgor in the future which is required to be pledged under this Agreement pursuant to Section 11.10(b) of the Indenture, and any (iii) all other Equity Interests obtained in the future by such Grantor Pledgor which are pledged to secure any Senior Obligations, and in each case the certificates certificates, if any, representing all such Equity Interests (the “"Pledged Stock”); "): provided that the Pledged Stock shall not include (iA) more than 65% of the issued and outstanding voting Equity Interests Voting Stock of any Foreign Subsidiary, (iiB) to the extent applicable law requires that a subsidiary Capital Stock of such Grantor issue directors’ qualifying sharesLOL Farmland Feed SPV, such qualifying shares LLC or any other Securitization Vehicle, or (iiiC) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity InterestsExcluded Securities; (b)(i) the debt securities owned by such Pledgor and listed opposite the name of such Grantor Pledgor on Schedule II, II and (ii) any debt securities in the future issued to such Grantor Pledgor which are pledged to secure any Senior Obligations, and (iii) in each case the promissory notes and any other instruments, if any, evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property of any nature not described in clause (a) or (b) above that may be delivered to and held by a Senior Collateral Agent (or, after the Discharge of Priority Lien Obligations, the Collateral Agent Agent) pursuant to the terms of this Section 3.01; (d) subject to Section 3.063.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.063.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As collateral security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II 1 hereto and any other Equity Interests obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests, including for the avoidance of doubt, any certificates obtained by each Pledgor representing Equity Interests in Minority Investments (the “"Pledged Stock”"); , provided that the Pledged Stock shall not include (i) any Equity Interests in a Foreign Subsidiary (x) that is not held directly by the Borrower and (y) that does not constitute a Material Foreign Subsidiary, (ii) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect a Minority Investment with an aggregate fair market value of shares less than or equal to $10,000,000 (determined at the time of Series A Cumulative Convertible Preferred Stock the initial acquisition of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are receivedand at the time of any acquisition of additional Equity Interests in such Minority Investment) or (iv) any Equity Interests not required to be pledged hereunder in accordance with Sections 10.1(j) or 10.1(k) of the Credit Agreement, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor Pledgor evidencing Indebtedness in excess of $5,000,000 received by such Pledgor in connection with any disposition of assets pursuant to Section 10.4(b) of the Credit Agreement and (iiiii) the any promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “debt securities, promissory notes and other instruments referred to in clauses (b)(i) and (ii) are referred to hereinafter as the "Pledged Debt Securities”Debt"); , (c) subject to Section 7, all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01; hereof, (d) subject to Section 3.067, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; , (e) subject to Section 3.067, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; , and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged "Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as ------- the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to the Collateral Security Agent, its successors and its assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Security Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule II, I hereto and all shares of the capital stock of any Subsidiary hereafter acquired by such Pledgor (iithe "Pledged Stock") any and the certificates representing the Pledged Stock; (b) the ------------- promissory notes listed opposite the name of such Pledgor on Schedule I hereto and all promissory notes or other debt securities in the future issued to of any Subsidiary hereafter acquired by such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities Pledgor (the “"Pledged Debt Securities”)Notes") and the certificates representing ------------- the Pledged Notes; (c) all other property that which may be delivered to and held by the Collateral Security Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.062.04, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and ), (b) above and the property referred to in clause (c) above; (e) subject to Section 3.062.04, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as called the “Pledged "Collateral”"). ---------- TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences references pertaining or incidental thereto, unto the Collateral Security Agent, its successors and its assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and ------- ------- conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns grants, hypothecates and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any other Equity Interests shares of capital stock of the Borrower or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities or instruments in the future issued to such Grantor held the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distrib uted, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above); (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above); and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged "Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Upon delivery to the Collateral Agent, its successors (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and assigns, for by such other instruments and documents as the benefit Collateral Agent may reasonably request and (b) all other property comprising part of the Secured PartiesCollateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, forever; subject, however, to the terms, covenants which schedule shall be attached hereto as Schedule II and conditions hereinafter set forthmade a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of its Secured Obligations on and after the ObligationsRestructuring Date, each Grantor Guarantor (to the extent owning Pledged Stock) hereby assigns and pledges to the Collateral Agent (to be held until the First Lien Termination Date by the First Lien Collateral Agent as collateral agent for the ratable benefit of the First Lien Secured Parties and as bailee for the Collateral Agent as collateral agent for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, on the basis set forth on the signature page executed by the First Lien Collateral Agent (in such capacity, the "Bailee")), its successors and assigns, for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, and hereby grants, with effect on and after the Restructuring Date, to the Collateral Agent, its successors and assigns, for the benefit of ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Second Lien Secured Parties, a security interest in all of such Grantor’s Guarantor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests directly owned by it and on the Restructuring Date (which shall be listed on Schedule II I) and any other Equity Interests obtained in the future by such Grantor the Guarantor and the any certificates representing all such Equity Interests (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (iix) to the extent applicable law requires that a subsidiary Subsidiary of such Grantor the Guarantor issue directors’ ' qualifying shares, such qualifying shares or nominee or other similar shares and (iiiy) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity InterestsInterest that constitutes an unlimited liability interest; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (db) subject to Section 3.063.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred Pledged Stock; (c) subject to in clauses (a) Section 3.05, all rights and (b) above privileges of the Guarantor with respect to the Pledged Stock and the other property referred to in clause (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (fd) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the “Pledged "Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor the Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor I hereto and the certificates representing all such Equity Interests shares (the “Pledged Stock”); provided that, to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (db) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause Pledged Stock; (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (db) above; and (fd) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the “Pledged Collateral”). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests owned by it and (including, without limitation, those listed on Schedule II hereto) and any shares of capital stock and other Equity Interests of any Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares or interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) any Equity Interests owned directly by Crown Holdings, (ii) more than 65% of the issued and outstanding shares of voting Equity Interests stock of any Foreign Subsidiary, Non-Domestic Subsidiary or (iiiii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (cb) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (dc) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses clause (a) and (b) above and the property referred to in clause (c) above; (ed) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (fe) all Proceeds proceeds of any and all of the foregoing (all the items referred foregoing, collectively, the “Collateral”). Upon delivery to in clauses the Collateral Agent, (a) through any stock certificates, notes or other securities now or hereafter included in the Collateral (f) above being collectively referred to as the “Pledged CollateralSecurities”)) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over, assigns as security and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any other Equity Interests of the Borrower or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting Equity Interests stock (but shall include 100% of the issued and outstanding shares of non-voting stock) of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other indorsements, instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other indorsements, instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign SubsidiarySubsidiary to the extent the pledge of any greater percentage would result in adverse tax consequences to Parent, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s 's Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Simeus Holdings, Inc. to the extent that, on the date such Equity Interests Xxxxxests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Simeus Holdings, Inc. and Denny’s 's Holdings restricts the pledge of such ox xxxx Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under under: (a) the shares of capital stock and other any Equity Interests owned by it and as of the Issue Date (which shall be listed on Schedule II in accordance with and to the extent required by Section 3.03(a) hereof) and any other Equity Interests obtained in the future by such Grantor and the any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests equity interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary Subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or nominee or other similar shares, or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge a person that is not directly a Subsidiary of such Equity InterestsGrantor; (b)(i) the debt securities listed opposite the name of held by such Grantor as of the Issue Date (which shall be listed on Schedule IIII in accordance with and to the extent required by Section 3.03(a) hereof), (ii) any debt securities in the future issued to such Grantor and (iii) the any promissory notes and any other instruments, if any, held by such Grantor and evidencing such debt securities Indebtedness of the Issuer or any Subsidiary thereof, and (iv) the Intercompany Note (collectively, the “Pledged Debt SecuritiesDebt”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.063.06 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (ed) subject to Section 3.063.06 hereof, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”); provided, however, that Pledged Collateral and all of the components of Pledged Collateral including Pledged Stock, Pledged Debt and the collateral specified in clauses (c) and (d) above shall not include Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such Grantor’s right, title and interest in, to and under (ai) the shares of capital stock and other Equity Interests owned by it on the date hereof (including all such shares and Equity Interests listed on Schedule II II) and any other Equity Interests obtained in the future by such Grantor Grantor, and the certificates representing all such the foregoing shares and Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Excluded Equity Interests; (b)(iii) the all debt securities or Indebtedness (including intercompany Indebtedness) held by it on the date hereof (including all such debt securities or Indebtedness listed opposite the name of such Grantor on Schedule II) and, (ii) to the extent required hereunder, any debt securities or Indebtedness in the future issued to or held by such Grantor Grantor, and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities or Indebtedness (the “Pledged Debt Securities”); (ciii) all other property that may be delivered pledged to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (div) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (b) above and the property referred to in clause (cii) above; (ev) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and (fvi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD ; provided that neither the Pledged CollateralStock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Pledged Debt Securities nor the Pledged Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthshall include any Excluded Property.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may beapplicable, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured PartiesCreditors, a security interest in in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests of any Person (including, without limitation, the Borrower and each Subsidiary) owned by it on the date hereof or at any time thereafter acquired by it, and listed on Schedule II in all certificates at any time representing any such Equity Interests, and any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Equity Interests obtained in the future by of any Person that may be issued or granted to, or held by, such Grantor and the certificates representing all such Equity Interests while this Agreement is in effect (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than any of the outstanding capital stock of a Foreign Subsidiary in excess of 65% of the issued and outstanding voting Equity Interests power of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary all classes of capital stock of such Grantor issue directors’ qualifying sharesForeign Subsidiary entitled to vote; (b) all debt securities and promissory notes held by, or owed to, such qualifying shares Grantor (whether the respective issuer or (iiiobligor is the Borrower, any of its Subsidiaries or any other Person) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are receivedClosing Date or at any time thereafter, the Equity Rights Agreement entered into as of August 30and all securities, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such the debt securities or promissory notes described above (collectively, the “Pledged Debt SecuritiesDebt”); (c) all Limited Liability Company Interests; (d) all Partnership Interests; (e) all Securities (and all options and warrants to purchase securities), owned or held by such Grantor from time to time; (f) all Financial Assets and Investment Property owned by such Grantor from time to time; (g) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (dh) all Security Entitlements owned by such Grantor from time to time in any and all of the foregoing; (i) subject to Section 3.063.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and ), (b) above and the property referred to in clause (c) above; (ej) subject to Section 3.063.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (fk) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fj) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such Grantor’s right, title and interest in, to and under (ai) the shares of capital stock and other all Equity Interests owned held by it and listed on Schedule II and II, any Equity Interests with respect to any of the Subsidiaries listed on Schedule IV, any other Equity Interests obtained in the future by such Grantor and and, subject to Section 3.03(i), the certificates certificates, if any, representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (iA) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (iiB) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares Unrestricted Subsidiaries, (C) Equity Interests of Series A Cumulative Convertible Preferred Stock any Subsidiary of Sxxxxx Holdingsa Foreign Subsidiary, Inc. (D) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the extent that, on the date Credit Agreement if such Equity Interests are received, serve as security for such Indebtedness or if the Equity Rights Agreement entered into as terms of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts such Indebtedness prohibit the pledge creation of any other lien on such Equity Interests, (E) Equity Interests of any Person (other than the Borrower) that is not a direct or indirect, wholly owned Material Subsidiary of the Borrower and (F) Equity Interests of any Subsidiary with respect to which the Administrative Agent and the Borrower determine in their reasonable judgments that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Secured Parties; (b)(iii)(A) subject to Section 3.03(i), the debt securities promissory notes and instruments evidencing indebtedness owned by it and listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iiiB) the promissory notes and any other instruments, if any, instruments evidencing indebtedness obtained in the future by such debt securities Grantor (the promissory notes and instruments referred to in clauses (A) and (B) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01Agreement; (div) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (b) above and the property referred to in clause (cii) above; (ev) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and (fvi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any other Equity Interests shares of capital stock of the Borrower or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns pledges and pledges grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and that are listed on Schedule II and hereto and, subject to applicable law, any other Equity Interests obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests (the “Pledged StockInterests”); , provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiarythat, (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor Pledgor issue directors’ qualifying shares, the Pledged Interests shall not include such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities owned by it that are listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) subject to applicable law, any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Perfection Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). Upon delivery to the Perfection Agent, (x) any Pledged Interests in certificated form, any Pledged Debt Securities or any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Perfection Agent and by such other instruments and documents as the Perfection Agent may reasonably request and (y) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Perfection Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Perfection Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything in this Agreement or any other Indenture Document to the contrary, the Collateral shall not include any securities or other property referred to in clauses (a) through (f) above, or any rights and privileges with respect to, or proceeds of, any of such securities or other property, (i) if granting a security interest in such securities or other property would (x) violate the law of the jurisdiction in which such securities or other property are located or the law of the jurisdiction where the Person owning such securities or property is organized, (y) violate the terms of any material contract binding on the Issuer, the Company or any of its Subsidiaries (but only to the extent that the restrictions in all such contracts, taken as a whole, do not materially limit the Collateral that would otherwise be pledged pursuant to the Collateral Requirement to secure the Secured Obligations) or (z) result in a material adverse tax consequence to the Guarantor granting such security interest (as determined reasonably by the Board of Directors) or (ii) if the cost to the Company, the Issuer or any Grantor of granting and perfecting a Lien in such securities or other property would be excessive in view of the related benefits to be received by the Secured Parties therefrom (as determined reasonably by the Board of Directors), provided, however, that, notwithstanding clauses (i) and (ii) of this paragraph, the Notes Parties shall grant a security interest in such securities or property and execute such documentation and take such actions required to perfect any such security interest, as the case may be, (I) to the extent that the Notes Parties grant such security interests or execute such documentation or take any such other action for perfection thereof for the benefit of the First Priority Representative under the Senior Credit Facility and (II) in accordance with the provisions of Section 11.01(g) of the Indenture.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges delivers unto the Administrative Agent, its successors and assigns, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and which are listed on Schedule II hereto and any other Equity Interests obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests (the “"Pledged Stock”Interests"); provided that the Pledged Stock Interests shall not include (i) more than 65% of the issued and outstanding voting Equity Interests common stock of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities owned by it which are listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor Pledgor (except for debt securities evidencing loans permitted under clauses (g), (i), (j) or (k) of Section 6.04 of the Credit Agreement in a principal amount of not more than $25,000 so long as the aggregate principal amount of all such debt securities does not exceed $100,000 at any time) and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Administrative Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over, assigns as security and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests and Rights owned by it and listed on Schedule II hereto and any shares of capital stock and other Equity Interests and Rights of any Restricted Subsidiary or any other person obtained in the future by such Grantor Pledgor and the any and all certificates representing all such Equity Interests the foregoing (collectively, the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting Equity Interests capital stock of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or and (iii) any such capital stock, Equity Interests received and Rights set forth on Schedule III, not evidenced by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. a certificate and subject to a perfected security interest under the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity InterestsSecurity Agreement; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities of any other Pledgor or any Restricted Subsidiary in the future issued to or held by such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities securities, interests and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any certificates, notes or other securities (including the Pledged Collateral”)Debt Securities) now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by undated stock or bond powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other indorsements, instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by each Pledgor and such other indorsements, instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each delivery of Pledged Stock shall be accompanied by a schedule describing any capital stock, Equity Interests and Rights theretofore and then being pledged hereunder which are in uncertificated form, which schedule shall be attached hereto as Schedule III and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any other Equity Interests shares of capital stock of any Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign SubsidiarySubsidiary if, and to the extent that, the pledge of a greater percentage would have adverse tax consequences for the Borrower or any Subsidiaries or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Guaranteed Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties (as defined in the Existing Credit Agreement) under the Existing Credit Agreement (the "EXISTING AGREEMENT SECURED PARTIES") and the Secured Parties (as defined in the New Credit Agreement) under the New Credit Agreement (the "NEW AGREEMENT SECURED PARTIES", and together with the Existing Agreement Secured Parties, the "SECURED PARTIES"), and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the all shares of capital stock stock, membership interests and other Equity Interests owned by it it, including such Equity Interests of the Borrower and each Subsidiary, all of which are listed opposite the name of such Pledgor on Schedule II hereto and any shares of capital stock, membership interests and other Equity Interests obtained in the future by such Grantor Pledgor and the certificates representing all such shares, membership interests or other Equity Interests (the “Pledged Stock”"PLEDGED INTERESTS"); provided PROVIDED that the Pledged Stock Interests shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the all debt securities owned by such Pledgor, including any intercompany advances and indebtedness, all of which are listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"PLEDGED DEBT SECURITIES", and together with the Pledged Debt Securities”Interests, the "PLEDGED SECURITIES"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to herein as the “"PLEDGED COLLATERAL"). Upon delivery to the Collateral Agent, (a) any debt or equity, any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral”, including all certificates, instruments or other documents representing or evidencing any Pledged Securities, shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof; PROVIDED that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supersede any prior schedules so delivered. Notwithstanding the foregoing, (a) any debt securities consisting of Permitted Investments (as defined in each Credit Agreement) (other than intercompany indebtedness) under the Existing Credit Agreement and the New Credit Agreement held on behalf of any Pledgor by a financial intermediary which has entered into a control agreement in favor of the Collateral Agent and in accordance with the provisions of the Security Agreements and (b) any intercompany Indebtedness consisting of Accounts (as defined in the Security Agreement) incurred pursuant to the Intercompany Loan Agreement (as defined in each Credit Agreement), in each case need not be pledged hereunder so long as the Collateral Agent has a perfected security interest therein (with the priority contemplated by the Security Agreement) pursuant to the Security Agreement and such control agreement, if applicable. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subjectSUBJECT, howeverHOWEVER, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Secured Obligations, each the Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such the Grantor’s right, title and interest in, to and under (a) (i) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II 4 and (ii) any other Equity Interests exclusively associated with its Membership (including the Grantor’s interests in any NHL Entity or any other NHL affiliated entities) or constituting Core Collateral, in each case, obtained in the future by such the Grantor and the certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such the Grantor on Schedule II5, (ii) any debt securities in the future issued to such the Grantor exclusively associated with its Membership (including the Grantor’s interests in any NHL Entity or any other NHL affiliated entities) and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”), it being understood and agreed that the Pledged Debt Securities shall not include debt securities issued to the Grantor by its Affiliates; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (ed) subject to Section 3.062.06, all rights and privileges of such the Grantor that are described in Section 2.06 with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, Collateral unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthforth in this Agreement and the other Loan Documents.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II II) and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “"Pledged Stock”"); provided provided, however, that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary Subsidiary of such Grantor issue directors’ ' qualifying shares, such qualifying shares or nominee or other similar shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares a person that is not the Borrower or a Subsidiary (including any treasury stock of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests); (b)(i) the debt securities held by such Grantor on the date hereof (including all such debt securities listed opposite the name of such Grantor on Schedule II), (ii) any debt securities in the future issued to such Grantor (excluding debt securities issued by a Foreign Subsidiary if the obligations of such Foreign Subsidiary under such debt securities are secured by the assets of any Foreign Subsidiary) and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (collectively referred to herein as the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthSECTION 3.02.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Foreign Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and it, including those listed on Schedule II and any other Equity Interests obtained in the future by such Grantor Pledgor in respect of its Equity Interests in the issuers identified on Schedule II hereto to the extent that such Equity Interests are not pledged under the U.S. Collateral Agreement and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary Subsidiary of such Grantor Pledgor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule IInominee or other similar shares, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (db) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses clause (a) and (b) above and the property referred to in clause above, (c) above; (e) subject to Section 3.062.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), ) and (b), (c) above and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Investor Revolver Obligations, each Grantor Pledgor hereby assigns pledges and pledges grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and which are listed on Schedule II hereto and any other Equity Interests obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests (the “"Pledged Stock”Interests"); provided that the Pledged Stock Interests shall not include (i) more than 65% of the issued and outstanding voting Equity Interests stock of any Foreign Subsidiary, (ii) the outstanding voting stock of MEMC Korea Company, MEMC Kulim Electronic Materials, Sdn. Bhd., MEMC Southwest Inc. and Taisil Electronic Materials Corporation r (iii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities owned by it which are listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred ref erred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Collateral”Interests, any Pledged Debt Securities or any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the secur ities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. Any security interest granted hereunder shall be subject to the prior lien and security interest granted under the Bank Loan Documentation as security for the payment or performance, as the case may be, in full of the Bank Revolver Obligations (the "Senior Security Interest"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the all Secured Notes Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties a security interest in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule II and II-A, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests shall not include (i) more than 65% of any Excluded Assets or the issued and outstanding voting Equity Interests of any Foreign Subsidiary, Immaterial Subsidiaries that are not Grantors (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. excluded pursuant to this proviso being referred to as the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such “Excluded Equity Interests”); (b)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II-B, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Notes Collateral Agent pursuant to the terms of this Section 3.012.01 and Section 2.02; (d) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (foregoing. Notwithstanding the items referred to in clauses (a) through (f) above being collectively referred to as the “foregoing, Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit shall not include Excluded Assets of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthany kind.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges delivers unto Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any other Equity Interests shares of capital stock of any Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary, (ii) any stock of any Immaterial Subsidiary and (iii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to Collateral Agent and by such other instruments and documents as Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns (i) confirms and pledges acknowledges the Collateral Agent's continuing security interests, for the ratable benefit of the Secured Parties, in all of the collateral secured under the Existing Pledge Security Agreements and (ii) bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the any shares of capital stock and stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the "Equity Interests Interests") owned by it and such Pledgor which are listed on Schedule II hereto and any other Equity Interests obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests (the “"Pledged Stock”Equity Interests"); provided that the Pledged Stock shall not include (i) more Equity Interests having a Fair Market Value of less than $7,500 per issuer are excluded from the security interest created by this Agreement up to a maximum of $50,000 in the aggregate, (ii) Pledged Equity Interests of a Subsidiary of a Pledgor shall be limited, in the case of foreign subsidiaries, to the pledge of 65% of the issued and outstanding voting Equity Interests common stock of such foreign subsidiary notwithstanding the delivery by any Foreign Subsidiary, (ii) Pledgor to the extent applicable law requires that Collateral Agent of a subsidiary stock certificate representing in excess of such Grantor issue directors’ qualifying shares, such qualifying shares or percentage ownership; (iii) any the Equity Interests set forth on Schedule III hereto are excluded from the security interest created by this Agreement, and (iv) Equity Interests received by Denny’s Holdings a Pledgor pursuant to any distributions made to such Pledgor in respect of shares any claims held by such Pledgor against any Person in connection with any process of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdingssuch person under the Bankruptcy Code, Inc. to the extent that, on which Equity Interests have been held by such Pledgor for less than thirty (30) days from the date of receipt of such Equity Interests by such Pledgor are received, excluded from the Equity Rights Agreement entered into as of August 30, 2001, Security Interest created by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Intereststhis Agreement; (b)(i) the debt securities owned by it which are listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor Pledgor; provided that (1) debt securities having a Fair Market Value of less than $7,500 per issuer or obligor are excluded from the security interest created by this Agreement up to a maximum of $50,000 in the aggregate and (2) debt securities received by a Pledgor pursuant to any distributions made to such Pledgor in respect of any claims held by such Pledgor against any Person in connection with any process of such person under the Bankruptcy Code, which debt securities have been held by such Pledgor for less than thirty (30) days from the date of receipt of such debt securities are excluded from the security interest created by this Agreement , and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”)securities; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.067 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.067 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD Without limiting the Pledged Collateralforegoing, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral AgentAgent is hereby authorized to file one or more financing statements, its successors and assigns, continuation statements or other filings or documents for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured PartiesSecurity Interest granted by each Pledgor, forever; subjectwithout the signature of any Pledgors, however, to and naming any Pledgor or the terms, covenants Pledgors as debtors and conditions hereinafter set forththe Collateral Agent as secured party.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Obligations to the Administrative Agent and each Lender and each other holder of any of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests owned by it and such Grantor on the date hereof (including all such Equity Interests listed on Schedule II and II) (other than Equity Interests that constitute Permitted Investments, (ii) any other Equity Interests (other than Equity Interests that constitute Permitted Investments) obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged Stock”); provided provided, however, that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (iib)(i) to the extent applicable law requires that a subsidiary of debt securities held by such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date hereof (including all such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II) (other than debt securities that constitute Permitted Investments), (ii) any debt securities (other than debt securities that constitute Permitted Investments) in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause above, (c) above; (ed) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), ) and (c) above, and (d) above; and (fe) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to the Collateral Security Agent, its successors and its assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Security Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule II, I hereto and all shares of the capital stock of any Subsidiary hereafter acquired by such Pledgor (iithe "Pledged Stock") any debt securities in and the future issued to such Grantor and certificates representing the Pledged Stock; (iiib) the promissory notes listed opposite the name of such Pledgor on Schedule I hereto and any all promissory notes or other instruments, if any, evidencing such debt securities of any Subsidiary hereafter acquired by such Pledgor (the “"Pledged Debt Securities”)Notes") and the certificates representing the Pledged Notes; (c) all other property that which may be delivered to and held by the Collateral Security Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.062.04, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and ), (b) above and the property referred to in clause (c) above; (e) subject to Section 3.062.04, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as called the “Pledged "Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences references pertaining or incidental thereto, unto the Collateral Security Agent, its successors and its assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any other Equity Interests shares of capital stock of the Borrower or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and or other Equity Interests equity interest (including any equity interest in any joint venture listed on Schedule III hereto (the "Joint Ventures")) owned by it and listed on Schedule II hereto and any shares of capital stock or other Equity Interests equity interest of or any Subsidiary or Joint Ventures obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares or equity interest (the “"Pledged Stock”"); , provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and or other Equity Interests equity interest (including any equity interest in any joint venture listed on Schedule III hereto (the "Joint Ventures")) owned by it and listed on Schedule II hereto and any shares of capital stock or other Equity Interests equity interest of or any Subsidiary or Joint Ventures obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares or equity interest (the “"Pledged Stock”"); , provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities other than such promissory notes and instruments which in the aggregate do not exceed $250,000 (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor The Pledgor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors Secured Parties all of the shares of beneficial interest in the Tenant (the “Pledged Shares”) listed in Exhibit A attached hereto and assigns, for all other shares of beneficial interest in the benefit Tenant in which the Pledgor may have rights from time to time and any other securities or other investment property and other collateral of the Pledgor now owned or hereafter acquired which under this Agreement are required to be pledged to the Secured Parties, and hereby grants to the Collateral Agentin each case, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing such Pledged Shares or other investment property or collateral, and all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiaryrights, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying sharesoptions, such qualifying shares warrants, stock or (iii) any Equity Interests received by Denny’s Holdings other securities or other property which may hereafter be received, receivable or distributed in respect of shares the Pledged Shares, together with all proceeds of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdingsthe foregoing, Inc. to the extent thatincluding, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06without limitation, all payments of principal or interest, dividends, cash, instruments and notes, securities or other property from time to time receivedacquired, receivable or otherwise distributed in respect of, or in exchange for or upon the conversion of, and all other Proceeds received in respect offor, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a)foregoing, (b)the Pledged Shares and any additional securities or collateral pledged hereunder, (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as collectively, the “Pledged Collateral”), and the Pledgor hereby grants to the Secured Parties a security interest in all of the Pledged Collateral and the proceeds thereof as security for the due and punctual payment and performance of the Secured Obligations (as hereinafter defined). TO HAVE AND TO HOLD The Pledgor has delivered to and deposited with the Secured Parties any and all certificates or other instruments representing the Pledged Collateral and undated trust share powers endorsed in blank, as security for the payment and performance of all of the Secured Obligations. If in the future the Pledgor possesses or controls any other certificates or other instruments representing the Pledged Collateral, the Pledgor shall immediately and without notice deliver the same to the Secured Parties together with all rightundated trust share powers endorsed in blank, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, as security for the benefit payment and performance of all of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthObligations.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor the Borrower hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such Grantorthe Borrower’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests of any Domestic Subsidiary directly owned by it and it, including those listed on Schedule II I and any other Equity Interests obtained of a Domestic Subsidiary directly owned in the future by such Grantor the Borrower and the certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting any Equity Interests of any Foreign Subsidiary, Subsidiary that is not a Domestic Subsidiary or (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts if the pledge of such Equity InterestsInterests would be prohibited by any Requirement of Law or would require the consent (including non-objection) of any Governmental Authority (including any Bank Regulatory Authority) or Regulatory Supervising Organization; (b)(ib)(1) the debt securities Indebtedness owing by any Subsidiary to the Borrower and listed opposite the name of such Grantor on Schedule III, (ii2) any debt securities in future Indebtedness owing by any Subsidiary to the future issued to such Grantor Borrower and (iii3) the promissory notes and any other instruments, if any, instruments evidencing such debt securities Indebtedness (collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.012.01; (d) subject to Section 3.062.07, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.062.07, all rights and privileges of such Grantor the Borrower with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”); provided that notwithstanding anything to the contrary contained in the foregoing clauses (a) through (f), the security interest created by this Agreement shall not extend to, and the terms “Pledged Stock”, “Pledged Debt Securities” and “Collateral” and other terms defining the components of the Collateral in the foregoing clauses (a) through (f) shall not include, any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the all Secured Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Notes Collateral Agent, its successors successor and assigns, for the benefit of the Secured Parties, Parties a security interest in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule II and II, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests shall not include any Excluded Assets (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) excluded pursuant to this proviso being referred to as the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such “Excluded Equity Interests”); (b)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Notes Collateral Agent pursuant to the terms of this Section 3.012.01 and Section 2.02; (d) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (foregoing. Notwithstanding the items referred to in clauses (a) through (f) above being collectively referred to as the “foregoing, Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit shall not include Excluded Assets of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthany kind.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the its respective Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in and lien on all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and or other Equity Interests equity interests owned by it (assuming consummation of the Transactions) and listed on Schedule II hereto and any shares of capital stock of, or other Equity Interests equity interests in, the respective issuers listed on Schedule II and, upon acquisition thereof, any other shares required to be pledged by a Pledgor pursuant to Section 5.11 of the Credit Agreement obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); , provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign SubsidiarySubsidiary of JCI or of any Foreign Subsidiary of a Domestic Subsidiary of Parent, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such ' qualifying shares or shares held by nominees, or (iii) the capital stock of any Equity Interests received by Denny’s Holdings in respect after acquired or organized Subsidiary of shares a Pledgor until such time as such stock is required to be pledged pursuant to Section 5.11 of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity InterestsCredit Agreement; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor a Pledgor (other than intercompany debt securities) and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Collateral”)Stock or Pledged Debt Securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank (or in the case of shares of Mexican companies, the endorsement in guaranty of each share certificate in favor of the Collateral Agent in accordance with Mexican law) or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, and performance in full of the Note Obligations, including the obligations of the Grantors under the Guaranty and in accordance with and subject to the terms of the Intercreditor Agreement, each Grantor Pledgor hereby assigns and pledges to the Collateral AgentTrustee, its successors and permitted assigns, for the benefit of the Secured PartiesNoteholders, and hereby grants to the Collateral AgentTrustee, its successors and permitted assigns, for the benefit of the Secured PartiesNoteholders, a security interest in in, all of such GrantorPledgor’s right, title and interest in, to and under and whether now or hereafter existing or arising (ai) the shares of capital stock and other with respect to each Pledgor, all Equity Interests owned held by it on the date hereof in the Issuer and any Subsidiary of the Issuer, including, without limitation, the Equity Interests listed on Schedule II and 5 to the Perfection Certificate, and, with respect to each Pledgor, any other Equity Interests obtained in any Subsidiary of such Pledgor in the future held by such Grantor Pledgor, including, without limitation, in each case, all depositary shares and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings other rights in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests, all shares of stock, certificates (if any), instruments or other documents evidencing or representing such Equity Interests, all membership, partnership and similar Equity Interests issued to such Pledgor, in each case whether now owned or hereafter acquired and whether certificated or uncertificated (collectively, the “Pledged Equity”); (b)(iii) with respect to each Pledgor, (A) the debt securities owned by it on the date hereof including, without limitation, the debt securities listed opposite the name of such Grantor Pledgor on Schedule II6 to the Perfection Certificate, (iiB) any debt securities obtained in the future issued to by such Grantor Pledgor and (iiiC) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt SecuritiesDebt”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (diii) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (b) above and the property referred to in clause (cii) above; (eiv) subject to Section 3.062.06, all rights rights, powers and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ai), (b), (cii) and (diii) above, including, without limitation, all economic rights, all control rights, authority, and powers, all status rights of such Pledgor as a member, shareholder, or other owner (as applicable), and all rights and interests, if any, to participate in the management of each applicable issuer of the Pledged Collateral; and (fv) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (fv) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subjectprovided, however, to that the terms, covenants and conditions hereinafter set forthPledged Collateral shall not include any Excluded Property.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Obligations, including those under the Guaranty, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under (ai) the shares of capital stock and other all Equity Interests owned held by it and listed on Schedule II I and any other Equity Interests obtained in the future by such Grantor and and, to the extent certificated, the certificates representing all such Equity Interests (the “Pledged StockEquity”); provided that the Pledged Stock Equity shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, Excluded Security; (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities owned by it and listed opposite the name of such Grantor on Schedule III, (ii) any debt securities obtained in the future issued to by such Grantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such any debt securities (the “Pledged Debt SecuritiesDebt”); provided that the Pledged Debt shall not include any Excluded Security; (ciii) all other property that may is required to be delivered to and held by the Collateral Administrative Agent pursuant to the terms of the Credit Agreement or this Section 3.012.01; (div) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) above and the property referred to in clause (c) abovePledged Debt; (ev) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and (fvi) all Proceeds of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the “Pledged Collateral”); provided, however, that in no event shall Pledged Collateral include any Investment Property with respect to which a Grantor is treated as having a “security entitlement” within the meaning of Article 8 of any applicable Uniform Commercial Code, such Investment Property being “Article 9 Collateral” pursuant to Article 3. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a) the shares of capital stock and stock, membership interests or other Equity Interests equity interests owned by it and as of the date hereof all of which are listed on Schedule II hereto and any shares of capital stock, membership interests or other Equity Interests equity interests obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares, membership interests or other equity interests (the “Pledged StockInterests”); provided that the Pledged Stock Interests shall not include (i) more than 65% of the issued and outstanding shares of voting Equity Interests stock of any Foreign Subsidiary, (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ qualifying shares, such qualifying shares or shares, (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock capital stock, membership interests or other equity interests owned by SunCom Wireless Investment other than the capital stock of Sxxxxx Holdingsthe Borrower owned by it and (iv) shares of capital stock, Inc. to membership interests or other equity interests of Triton License Newco, LLC at any time from or after the extent thatFirst Closing (as defined in the Exchange Agreement) or of Triton Network SMLLC, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity InterestsLLC at any time; (b)(i) the debt securities owned by it as of the date hereof all of which are listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include debt securities held or owned by SunCom Wireless Investment (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.066, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.066, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. Notwithstanding anything to the contrary contained herein, no property or asset of SunCom Wireless Investment shall be, or be deemed to be, Collateral for any purposes of this Agreement, the Term Loan Agreement or any other Loan Document, other than the capital stock of the Borrower owned by SunCom Wireless Investment. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Anything contained in this Agreement to the contrary notwithstanding, the obligations secured by the pledge made by each Pledgor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Pledgor’s pledge hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Pledgor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Pledgor (a) in respect of intercompany indebtedness to the Borrower or Affiliates of the Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount of the obligations secured by the pledge made by such Pledgor hereunder and (b) under any Guarantee of senior unsecured indebtedness or Indebtedness subordinated in right of payment to the Obligations which Guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such Pledgor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Pledgor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Pledgor and other Affiliates of the Borrower of obligations arising under Guarantees by such parties (including the Indemnity, Subrogation and Contribution Agreement).

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns pledges and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any other Equity Interests shares of capital stock of the Borrower or any Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Collateral”)Stock, Pledged Debt Securities or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests Capital Stock owned by it and listed on Schedule II hereto and any other Equity Interests shares of Capital Stock of the Borrower or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided provided, however, that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities securities, instruments or obligations in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property securities and instruments that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities and instruments referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged "Collateral”"). TO HAVE AND TO HOLD ; provided further, that (i) the Pledged Xxxxxxx Obligations shall be secured only by the Xxxxxxx Collateral, together with (ii) the WOW Obligations shall be secured only by the WOW Collateral and (iii) the Southwest Obligations shall be secured only by the Southwest Collateral (it being understood that the Xxxxxxx Collateral, the WOW Collateral and the Southwest Collateral shall also secure all right, title, interest, powers, privileges General Obligations) and preferences pertaining or incidental thereto, unto provided further that any Collateral that is neither Xxxxxxx Collateral nor WOW Collateral nor Southwest Collateral shall only secure the General Obligations. Upon delivery to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.,

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the all Secured Obligations, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Parties and hereby grants to the Notes Collateral Agent, its successors successor and assigns, for the benefit of the Secured Parties, Parties a security interest in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests owned by it and such Grantor, including those listed opposite the name of such Grantor on Schedule II and II, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates (if any) representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); provided that the Pledged Stock Equity Interests shall not include any Excluded Assets (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) excluded pursuant to this proviso being referred to as the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such “Excluded Equity Interests”); (b)(i) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Notes Collateral Agent pursuant to the terms of this Section 3.012.01 and Section 2.02; (d) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.062.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthforegoing.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and (which shall be listed on Schedule II II) and any other Equity Interests obtained in the future by such Grantor Guarantor and the any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) (A) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign Subsidiary directly owned by such Pledgor and (B) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary Subsidiary of such Grantor Guarantor issue directors’ qualifying shares, such qualifying shares or nominee or other similar shares, (iii) any Equity Interests received with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by Denny’s Holdings in respect reason of shares Section 5.10(g) of Series A Cumulative Convertible Preferred Stock the Credit Agreement, (iv) any Equity Interests of Sxxxxx Holdings, Inc. a Subsidiary to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30the Closing Date, 2001and for so long as, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the such a pledge of such Equity Interests would violate a contractual obligation binding on or relating to such Equity Interests, or (v) any Equity Interests of a person that is not directly or indirectly a Subsidiary; (b)(i) the debt securities obligations listed opposite the name of such Grantor Pledgor on Schedule II, (ii) any debt securities in the future issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $3 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (ed) subject to Section 3.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Subsidiary Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges delivers unto the Collateral Trustee, its successors and assigns, and hereby grants to the Collateral AgentTrustee, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s Subsidiary Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any shares of capital stock of any Subsidiary or any other Equity Interests person obtained in the future by such Grantor Subsidiary Pledgor and required by the Credit Agreement to be pledged hereunder and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor Subsidiary Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the such name of such Grantor Subsidiary Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to or held by such Grantor Subsidiary Pledgor and required by the Credit Agreement to be pledged hereunder and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent Trustee pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.066, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.066, all rights and privileges of such Grantor the Subsidiary Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Trustee, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Trustee and by such other instruments and documents as the Collateral Trustee may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Subsidiary Pledgor and such other instruments or documents as the Collateral Trustee may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral AgentTrustee, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and stock, membership interests or other Equity Interests equity interests owned by it and all of which are listed on Schedule II hereto and any shares of capital stock, membership interests or other Equity Interests equity interests obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares, membership interests or other equity interests (the “"Pledged Stock”Interests"); provided that the Pledged Stock Interests shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities owned by it all of which are listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns grants, hypothecates and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any other Equity Interests shares of capital stock of the Borrower or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities or instruments in the future issued to such Grantor held the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above); (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above); and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged "Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Upon delivery to the Collateral Agent, its successors (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and assigns, for by such other instruments and documents as the benefit Collateral Agent may reasonably request and (b) all other property comprising part of the Secured PartiesCollateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, forever; subject, however, to the terms, covenants which schedule shall be attached hereto as Schedule II and conditions hereinafter set forthmade a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests or equity interest owned by it and listed on Schedule II hereto and any other Equity Interests shares of capital stock of the Parent Borrower or any Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares (the “Pledged Stock”); provided that the Pledged Stock under this Agreement shall not include (i) more than 65% of the issued and outstanding shares of voting Equity Interests stock or equity interest of any Foreign Subsidiary, Subsidiary or any Domestic Subsidiary that has no material assets other than equity interests of one or more Foreign Subsidiaries or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdingsshares, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”); , (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; hereof, (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; , (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; above and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. The security interest granted herein shall also secure all future advances and re-advances that may be made by the Secured Parties to, or for the benefit of, any of the Borrowers or any Pledgor. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Term Loan Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured PartiesParties that are Term Lenders, a security interest in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any other Equity Interests shares of capital stock of any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting Equity Interests stock of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (all the items referred foregoing, collectively, the “Collateral”). In addition, as security for the payment or performance, as the case may be, in full of the Other Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of the Pledgor’s right, title and interest in, to and under the Collateral; provided that the Liens granted pursuant to this sentence shall be subject and subordinate to the Liens granted to secure the Term Loan Obligations pursuant to the immediately preceding sentence. Notwithstanding the foregoing, (i) subject to clause (iv) below, all the Collateral shall ratably secure all the Obligations (other than Obligations constituting Exempted Indebtedness), (ii) subject to clause (iv) below, all the Unrestricted Collateral shall also ratably secure the Obligations that constitute Exempted Indebtedness, (iii) subject to clause (iv) below, all the Restricted Collateral shall also secure the Restricted Secured Indebtedness and (iv) the foregoing clauses shall not be construed to affect the priority of the Liens granted hereunder securing Term Loan Obligations over the Liens granted hereunder to secure Other Obligations, to the extent such Obligations are secured by the same Collateral after giving effect to the foregoing clauses. Upon delivery to the Collateral Agent, (a) through any stock certificates, notes or other securities now or hereafter included in the Collateral (f) above being collectively referred to as the “Pledged CollateralSecurities”)) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesParties (subject to the priorities and limitations set forth above), forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies Subject to the terms and affirms its pledgeconditions hereof, assignment and grant of security interests made pursuant in order to Section 3.01 of secure the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral AgentSecured Parties for its benefit all of its rights, its successors titles and assigns, for the benefit of the Secured Parties, interests in and hereby grants to the Collateral AgentPledged Interests, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include together with (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) subject to the extent applicable law requires that a subsidiary rights of such Grantor issue directors’ qualifying Pledgor set forth in Section 5, all dividends and distributions (whether in cash, shares, such qualifying shares warrants, options, or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”interests or securities); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of the conversion ofPledged Interests, and (ii) all other Proceeds received cash and non-cash proceeds of the foregoing, and each Pledgor hereby grants to Secured Parties a present and continuing security interest in, and hereby assigns, transfers, interests, hypothecates and sets over to Secured Parties, all of such Pledgor’s rights, titles and interests in respect of, and to the securities referred Pledged Interests (and in and to any certificates or instruments evidencing the items described in clauses (ai) and (b) above and the property referred to in clause (cii) above; (e) subject to Section 3.06be held by Secured Parties, upon the terms and conditions set forth in this Agreement. In the event that any of the Pledged Interests are hereafter represented by certificates, the applicable Pledgor shall give Secured Parties prompt written notice thereof and shall deliver to Secured Parties any and all rights certificates representing the Pledged Interests accompanied by undated transfer powers duly executed in blank by such Pledgor and privileges of such Grantor with respect to any and all certificates and instruments evidencing the securities and other property referred to items described in clauses (a), (b), (ci) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fii) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthpromptly upon such Pledgor’s receipt thereof.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as ------- the case may be, in full of the Obligations, each Grantor the Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in (a) all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II I hereto and any other Equity Interests obtained in shares of capital stock of any Restricted Subsidiary created or acquired by the future by such Grantor Pledgor, and any Subsidiary upon becoming a Restricted Subsidiary, and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiarynot, (ii) to the extent that ------------- -------- applicable law requires that a subsidiary Restricted Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, include such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (cb) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (dc) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses clause (a) and (b) above and the property referred to in clause (c) above; (ed) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “"Collateral"). Upon ---------- delivery to the Collateral Agent, any Pledged Collateral”)Stock now or hereafter included in the Collateral shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request. Each delivery of Pledged Stock shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and ------- ------- conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies (a) To secure the Obligations of each Pledgor and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as security for the payment or performance, as the case may be, purposes set forth in full of the ObligationsSection 1 hereof, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby (i) grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Pledgee a first priority continuing security interest in all of the Collateral owned by such Grantor’s Pledgor, (ii) pledges and deposits as security with the Pledgee, the Securities owned by such Pledgor on the date hereof, and delivers to the Pledgee certificates or instruments therefor (in the case of certificated Securities), duly endorsed in blank by such Pledgor in the case of Notes and accompanied by undated stock or other powers duly executed in blank by such Pledgor (and accompanied by any transfer tax stamps required in connection with the pledge of such Securities) in the case of other certificated Securities, or such other instruments of transfer as are reasonably acceptable to the Pledgee, (iii) collaterally assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest inin and to such Securities (and in and to all certificates or instruments evidencing such Securities), to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant Pledgee upon the terms and conditions set forth in this Agreement and (iv) collaterally transfers and assigns to the terms Pledgee all of this Section 3.01; such Pledgor's (dx) subject to Section 3.06Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interests and all payments of principal or interestsuch Pledgor's right, dividends, cash, instruments title and other property from time to time received, receivable or otherwise distributed interest in respect ofeach Pledged LLC, in exchange for or upon the conversion ofeach case including, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to without limitation: -------------------------- * Deleted as the “Pledged Collateral”)executed. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.4 130 EXHIBIT G*

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any other Equity Interests shares of capital stock of or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); , provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary, foreign Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor a Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdingsshares, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged "Collateral”"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by undated stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. 3 TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Secured Obligations, each the Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such the Grantor’s right, title and interest in, to and under (a) (i) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II 4 and (ii) any other Equity Interests exclusively associated with its Membership (including the Grantor’s interests in any NHL Entity or any other NHL affiliated entities) or constituting Core Collateral, in each case, obtained in the future by such the Grantor and the certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such the Grantor on Schedule II5, (ii) any debt securities in the future issued to such the Grantor exclusively associated with its Membership (including the Grantor’s interests in any NHL Entity or any other NHL affiliated entities) and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”), it being understood and agreed that the Pledged Debt Securities shall not include debt securities issued to the Grantor by its Affiliates; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.062.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (ed) subject to Section 3.062.06, all rights and privileges of such the Grantor that are described in Section 2.06 with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests owned by it and (including, without limitation, those listed on Schedule II hereto) and any shares of capital stock and other Equity Interests of any Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares or interests (collectively, the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) any Equity Interests owned directly by Crown Holdings, (ii) more than 65% of the issued and outstanding shares of voting Equity Interests stock of any Foreign Subsidiary, Non-Domestic Subsidiary or (iiiii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (cb) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (dc) subject to Section 3.065, all payments of principal or interestof, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses clause (a) and (b) above and the property referred to in clause (c) above; (ed) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (fe) all Proceeds proceeds of any and all of the foregoing (all the items referred foregoing, collectively, the "Collateral."). Upon delivery to in clauses the Collateral Agent, (a) through any stock certificates, notes or other securities now or hereafter included in the Collateral (fthe "Pledged Securities") above being collectively referred shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the “Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Collateral”)Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Public Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Public Debt or (ii) the Public Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Public Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of its Secured Obligations on and after the ObligationsRestructuring Date, each Grantor Guarantor (to the extent owning Pledged Stock) hereby assigns and pledges to the Collateral Agent (to be held until the First Lien Termination Date by the First Lien Collateral Agent as collateral agent for the ratable benefit of the First Lien Secured Parties and as bailee for the Collateral Agent as collateral agent for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, on the basis set forth on the signature page executed by the First Lien Collateral Agent (in such capacity, the "BAILEE")), its successors and assigns, for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, and hereby grants, with effect on and after the Restructuring Date, to the Collateral Agent, its successors and assigns, for the benefit of ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Second Lien Secured Parties, a security interest in all of such Grantor’s Guarantor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests directly owned by it and on the Restructuring Date (which shall be listed on Schedule II SCHEDULE I) and any other Equity Interests obtained in the future by such Grantor the Guarantor and the any certificates representing all such Equity Interests (the “Pledged Stock”"PLEDGED STOCK"); provided PROVIDED that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (iix) to the extent applicable law requires that a subsidiary Subsidiary of such Grantor the Guarantor issue directors’ ' qualifying shares, such qualifying shares or nominee or other similar shares and (iiiy) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity InterestsInterest that constitutes an unlimited liability interest; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (db) subject to Section 3.063.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred Pledged Stock; (c) subject to in clauses (a) Section 3.05, all rights and (b) above privileges of the Guarantor with respect to the Pledged Stock and the other property referred to in clause (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (fd) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the “Pledged Collateral”"COLLATERAL"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, forever; subjectSUBJECT, howeverHOWEVER, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Noteholder Obligations, each Grantor Pledgor hereby assigns bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to the Collateral AgentPledgee, its successors and assigns, for the benefit of itself and the other Noteholder Secured Parties, and hereby grants to the Collateral AgentPledgee, its successors and assigns, for the benefit of itself and the other Noteholder Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (ai) the any shares of capital stock and stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person (collectively, the “Equity Interests Interests”) owned by it and such Pledgor which are initially listed on Schedule II hereto and any other Equity Interests obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests (the “Pledged StockEquity Interests”); provided provided, that the Pledged Stock Equity Interests of each Foreign Subsidiary of a Pledgor shall not include (i) more than be limited, in the aggregate, to the pledge of 65% of the issued and outstanding voting Equity Interests of any such Foreign Subsidiary, notwithstanding the delivery by any Pledgor to Pledgee of a stock or other certificate representing in excess of such percentage ownership, and in no event shall Equity Interests include joint venture interests (to the extent prohibited by the organization documents of the relevant joint venture) or the stock of Unrestricted Subsidiaries; (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(iA) the debt securities owned by it which are listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (iiB) any other debt securities in the future issued to such Grantor Pledgor; and (iiiC) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”)securities; (ciii) all other property that may be delivered to and held by the Collateral Agent Pledgee pursuant to the terms of this Section 3.01hereof; (div) subject to Section 3.067 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (ai) and (b) above and the property referred to in clause (cii) above; (ev) subject to Section 3.067 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and (fvi) all Proceeds proceeds (as such term is defined in the UCC) of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD Without limiting the Pledged Collateralforegoing, together with all rightPledgee is hereby authorized to file one or more financing statements, title, interest, powers, privileges and preferences pertaining continuation statements or incidental thereto, unto the Collateral Agent, its successors and assigns, other filings or documents for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured Partiessecurity interest granted by each Pledgor hereunder, forever; subjectwithout the signature of any Pledgors, however, to and naming any Pledgor or the terms, covenants Pledgors as debtors and conditions hereinafter set forthPledgee as secured party.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests of the Borrower and each Subsidiary owned by it and listed on Schedule II and any other Equity Interests or the Borrower and each Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Foreign SubsidiarySubsidiary directly owned by such Grantor, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or and (iii) any Equity Interests received by Denny’s Holdings described in respect Section 5.12(c)(iii) of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity InterestsCredit Agreement; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor by Holdings, the Borrower or any Subsidiary and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over, assigns as security and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any other Equity Interests of the Borrower or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests (the “Pledged Stock”"PLEDGED STOCK"); provided PROVIDED that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting Equity Interests stock (but shall include 100% of the issued and outstanding shares of nonvoting stock) of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying sharesshares or interests, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsinterests; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”"PLEDGED DEBT SECURITIES"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"COLLATERAL"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "PLEDGED SECURITIES") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other indorsements, instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other indorsements, instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Collateral”)Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subjectSUBJECT, howeverHOWEVER, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in in, all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II and II, (ii) any other Equity Interests obtained in the future by such Grantor and (iii) the certificates representing all such Equity Interests (all the foregoing, collectively, the “Pledged Stock”); provided that provided, however, that, notwithstanding anything contained herein to the contrary, the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests entitled to vote (within the meaning of Treasury Regulation § 1.956-2(c)) of (x) any Foreign Subsidiary, (iiy) to any Domestic Subsidiary treated as a disregarded entity for U.S. federal income tax purposes (any such Domestic Subsidiary, a “DRE”) that holds 65% or more of the extent applicable law requires Capital Stock of (A) a Foreign Subsidiary, (B) another DRE that holds 65% or more of the Capital Stock of a subsidiary of such Grantor issue directors’ qualifying sharesForeign Subsidiary and/or (C) any Domestic Subsidiary described in clause (z), such qualifying shares or (iiiz) any Domestic Subsidiary all or substantially all the assets of which consist of Equity Interests received by Denny’s Holdings of one or more (A) Foreign Subsidiaries and/or (B) other Domestic Subsidiaries described in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Intereststhis clause (z); (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (all the foregoing, collectively, the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothe xxxxx, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any other Equity Interests shares of capital stock of the Borrower or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such GrantorPledgor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests or equity interest owned by it and listed on Schedule II hereto and any other Equity Interests shares of capital stock of the Parent Borrower or any Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares (the “Pledged Stock”); provided that the Pledged Stock under this Agreement shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of stock or equity interest of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. The security interest granted herein shall also secure all future advances and re-advances that may be made by the Secured Parties to, or for the benefit of, the Borrowers or any Pledgor. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns pledges and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under (aa)(i) the shares of capital stock and other Equity Interests now owned or at any time hereafter acquired by it and listed such Grantor, including those set forth opposite the name of such Grantor on Schedule II 8(a) or (b) to the Perfection Certificate, and (ii) all certificates and any other Equity Interests obtained in the future by such Grantor and the certificates instruments representing all such Equity Interests (collectively, the “Pledged StockEquity Interests”); , provided that the Pledged Stock Equity Interests shall not include (iA) more Equity Interests in any Person other than wholly-owned Subsidiaries to the extent not permitted by the terms of such Person’s organizational or joint venture documents (for so long as such Person remains a non-wholly owned Subsidiary) and (B) any Equity Interests in a Foreign Subsidiary or CFC Holdco other than 65% of the issued and outstanding voting Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of any Foreign Subsidiary, first-tier CFC or CFC Holdco (iithe interests so excluded under clauses (A) and (B) above being collectively referred to herein as the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such “Excluded Equity Interests”); (b)(ib) the debt securities securities, promissory notes and all other instruments now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Grantor on Schedule II9 to the Perfection Certificate (collectively, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 3.013.01 and Section 3.02; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD Notwithstanding anything herein to the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, howevercontrary, to the termsextent and for so long as any asset is an Excluded Asset, covenants the security interest granted under this Section shall not attach to, and conditions hereinafter set forthPledged Collateral shall not include, such asset (it being understood that the security interest shall immediately attach to, and Pledged Collateral shall immediately include, any such asset (or any portion thereof) upon such asset (or such portion thereof) ceasing to be an Excluded Asset).

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and or other Equity Interests equity interest (including any equity interest in any joint venture listed on Schedule III hereto (the "Joint Ventures")) owned by it and listed on Schedule II hereto and any shares of capital stock or other Equity Interests equity interest of or any Subsidiary or Joint Ventures obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares or equity interest (the “"Pledged Stock”"); , provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of stock of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for 121 3 the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As collateral security for the payment or performance, as the case may be, in full of the ObligationsObligations (whether at stated maturity, by acceleration or otherwise), each Grantor hereby delivers, mortgages, hypothecates, pledges, assigns and pledges transfers, as appropriate, to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a lien on and first priority security interest in in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests of the Borrower and each Subsidiary owned by it and listed on Schedule II and any other Equity Interests or the Borrower and each Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiaryinclude, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor by Holdings, the Borrower or any Subsidiary and (iii) the certificates, promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Pledged Collateral”"). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby hypothecates, pledges, assigns as security and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any other Equity Interests shares of capital stock of any Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares (collectively, the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting Equity Interests capital stock of any Foreign Subsidiary, Subsidiary or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule IIII hereto (including the Puerto Rican Notes), (ii) any debt securities of any other Pledgor or any Foreign Subsidiary in the future issued to or held by such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor Pledgor with respect to the securities securities, interests and other property referred to in clauses (a), (b), (c) and c)and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities (including the Pledged Collateral”)Debt Securities) now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock or bond powers duly executed in blank or other indorsement or other instruments of transfer reasonably satisfactory to the Collateral Agent with, if the Collateral Agent so requests, signature guaranteed, and by such other indorsement, instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by each Pledgor and such other indorsement, instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, subject to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests directly owned by it and listed on Schedule II and any other Equity Interests now owned by it or obtained by it in the future by such Grantor and the all certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Excluded Equity Interests; (b)(i) the debt securities and intercompany loans and advances listed opposite the name of such Grantor on Schedule II, (ii) any other debt securities securities, intercompany loans or advances now owned or owed to or in the future issued or owed to such Grantor and (iii) the all promissory notes and any other instruments, if any, instruments evidencing such debt securities or intercompany loans or advances (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (ed) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the its Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest interest, subject to Permitted Liens in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests owned by it and (including, without limitation, those listed on Schedule II hereto) and any shares of capital stock and other Equity Interests obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares or interests (collectively, the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of voting Equity Interests stock of any Foreign Non-U.S. Subsidiary, (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity InterestsExcluded Property; (b)(i) the all debt securities (including, without limitation, those listed opposite the name of such Grantor Pledgor on Schedule IIII hereto), and (ii) any all debt securities in the future issued to such Grantor and (iii) the Pledgor, together with all promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”" and together with the Pledged Stock, the "Pledged Securities"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any and all of the foregoing (all the items referred to in clauses (a) through (f) above being collectively referred to as foregoing, collectively, the “Pledged "Securities Collateral”"). TO HAVE AND TO HOLD Each Pledgor hereby affirms its prior grant of security interests under the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Existing Pledge Agreement in favor of the Collateral Agent, its successors and assigns, Agent for the benefit of the Secured Parties. Without limiting the foregoing, forever; subjectit is expressly understood and agreed that all security interests, howeverassignments and liens granted by the Pledgors in favor of the Collateral Agent for the benefit of the Secured Parties in the Existing Pledge Agreement are not terminated hereby, but continue and remain in full force and effect, subject to the terms, covenants terms and conditions hereinafter set forthprovisions hereof.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor hereby assigns Pledgor hereby, except in the case of ULC Shares, transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers, and in the case of ULC Shares pledges, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesCreditors, a first priority security interest in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests Capital Stock owned by it and listed on Schedule II hereto and any other Equity Interests shares of Capital Stock of any Subsidiary obtained in the future by such Grantor Pledgor and the certificates representing all such Equity Interests shares or interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests shares of any Foreign Subsidiary, Voting Securities of (x) Non-U.S. Subsidiaries that are CFCs or (y) Disregarded Subsidiaries or (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (cb) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (dc) subject to Section 3.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses clause (a) and (b) above and the property referred to in clause (c) above; (ed) subject to Section 3.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (fe) all Proceeds proceeds of any and all of the foregoing (all the items referred foregoing, collectively, the “Collateral”); provided that in no event shall the Collateral include any Excluded Collateral (as defined in the U.S. Security Agreement). Upon delivery to in clauses the Collateral Agent, (a) through any stock certificates or other securities now or hereafter included in the Collateral (f) above being collectively referred to as the “Pledged CollateralSecurities”)) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesCreditors, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that if (i) any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be applied against, or to reduce, the amount of Restricted Secured Indebtedness that may be secured hereby. Each Pledgor acknowledges that certain of the Collateral may now or in the future consist of ULC Shares, and that it is the intention of the Collateral Agent and the Pledgors that neither the Collateral Agent nor any other Secured Party should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Agreement, the Credit Agreement or any other Loan Document, where any Pledgor is the registered owner of ULC Shares which are Collateral, such Pledgor will remain the sole registered owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the Collateral Agent, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly, such Pledgor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such ULC Shares (except for any dividend or distribution comprised of Pledged Securities, which shall be delivered to the Collateral Agent to hold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as such Pledgor would if such ULC Shares were not pledged to the Collateral Agent pursuant hereto. Nothing in this Agreement, the Credit Agreement or any other Loan Document is intended to, and nothing in this Agreement, the Credit Agreement or any other Loan Document shall, constitute the Collateral Agent, any other Secured Party, or any other Person other than the relevant Pledgor, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such Pledgor and further steps are taken pursuant hereto or thereto so as to register the Collateral Agent, any other Secured Party, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof would have the effect of constituting the Collateral Agent or any other Secured Party as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Collateral without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral which is not ULC Shares. Except upon the exercise of rights of the Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Agreement following the giving of notice and in the course of realizing upon such security, no Pledgor shall cause or permit, or enable an Issuer with respect to any Pledged Securities (a “Pledged Issuer”), that is a ULC, to cause or permit, the Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such Pledged Issuer; (b) have any notation entered in their favour in the share register or otherwise on the record books of such Pledged Issuer; (c) be held out as a shareholder or member of such Pledged Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such Pledged Issuer by reason of the Collateral Agent holding the security interest in the ULC Shares; or (e) act as a shareholder of such Pledged Issuer, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such Pledged Issuer or to vote its ULC Shares. In furtherance of the foregoing, no Pledgor shall cause or permit, or enable a Pledged Issuer to authorize by corporate resolution or consent, as applicable, the transfer(s) of any such Pledged Shares to the Collateral Agent or any Secured Party without the Collateral Agent’s express request to do so. The provisions in this paragraph are referred to herein as the “Special ULC Provisions”.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or performance, as ------ the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and pledges transfers to the Collateral Security Agent, its successors and its assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Security Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in in, all of such Grantor’s 's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (ii) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interests; (b)(i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule II, I hereto and all shares of the capital stock of any Subsidiary hereafter acquired by such Pledgor (iithe "Pledged Stock") any debt securities in and the future issued to such Grantor and certificates representing the Pledged ------------- Stock; (iiib) the promissory notes listed opposite the name of such Pledgor on Schedule I hereto and any all promissory notes or other instruments, if any, evidencing such debt securities of any Subsidiary hereafter acquired by such Pledgor (the “"Pledged Debt Securities”)Notes") and the ------------- certificates representing the Pledged Notes; (c) all other property that which may be delivered to and held by the Collateral Security Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.062.04, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and ), (b) above and the property referred to in clause (c) above; (e) subject to Section 3.062.04, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as called the “Pledged "Collateral”"). ---------- TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences references pertaining or incidental thereto, unto the Collateral Security Agent, its successors and its assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and ------- ------- conditions hereinafter set forth.

Pledge. Each Grantor hereby ratifies and affirms its pledge, assignment and grant of security interests made pursuant to Section 3.01 of the Existing Guarantee and Collateral Agreement, and, for the avoidance of doubt, as As security for the payment or and performance, as the case may be, in full of the Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests owned by it and listed on Schedule II hereto and any other Equity Interests shares of capital stock of or any Subsidiary obtained in the future by such Grantor the Pledgor and the certificates representing all such Equity Interests shares (the “"Pledged Stock”"); provided that the Pledged Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiaryinclude, (ii) to the extent that applicable law requires that a subsidiary Subsidiary of such Grantor the Pledgor issue directors’ ' qualifying shares, such qualifying shares or (iii) any Equity Interests received by Denny’s Holdings in respect of shares of Series A Cumulative Convertible Preferred Stock of Sxxxxx Holdings, Inc. to the extent that, on the date such Equity Interests are received, the Equity Rights Agreement entered into as of August 30, 2001, by and among Sxxxxx Holdings, Inc. and Denny’s Holdings restricts the pledge of such Equity Interestsshares; (b)(i) the debt securities listed opposite the name of such Grantor the Pledgor on Schedule IIII hereto, (ii) any debt securities in the future issued to such Grantor the Pledgor and (iii) the promissory notes and any other instruments, if any, instruments evidencing such debt securities (the “"Pledged Debt Securities”"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01hereof; (d) subject to Section 3.066, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 3.066, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”)Securities") shall be accompanied by stock or note powers 220 duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.