OR SIMILAR MEDIUM
OR BROADCAST OVER TELEVISION OR RADIO OR ANY SEMINAR OR MEETING WHOSE ATTENDEES
HAVE BEEN INVITED BY ANY GENERAL SOLICITATION OR GENERAL ADVERTISING) BY THE
LENDER PARTIES OR THEIR AFFILIATES, AND FURTHER ASSUMING THAT THE
REPRESENTATIONS AND WARRANTIES OF EACH LENDER PARTY SET FORTH IN SECTION 6.03 OF
THIS AGREEMENT AND THE REPRESENTATIONS AND WARRANTIES OF THE INITIAL PURCHASER
IN SECTION 2 OF THE SERIES 2007-1 TERM NOTE PURCHASE AGREEMENT ARE TRUE AND
CORRECT, THE OFFER AND SALE OF THE SERIES 2007-1 CLASS A-1 NOTES IN THE MANNER
CONTEMPLATED BY THIS AGREEMENT IS A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, AND THE BASE INDENTURE IS NOT REQUIRED TO BE
QUALIFIED UNDER THE TRUST INDENTURE ACT; AND
(G)
EACH CO-ISSUER HAS FURNISHED TO THE CLASS A-1 ADMINISTRATIVE AGENT
TRUE, ACCURATE AND COMPLETE COPIES OF ALL OTHER TRANSACTION DOCUMENTS (EXCLUDING
SERIES SUPPLEMENTS AND OTHER TRANSACTION DOCUMENTS RELATING SOLELY TO A
SERIES OF NOTES OTHER THAN THE SERIES 2007-1 NOTES) TO WHICH IT IS A PARTY AS OF
38
THE SERIES 2007-1 CLOSING DATE, ALL OF WHICH TRANSACTION DOCUMENTS ARE IN FULL
FORCE AND EFFECT AS OF THE SERIES 2007-1 CLOSING DATE AND NO TERMS OF ANY SUCH
AGREEMENTS OR DOCUMENTS HAVE BEEN AMENDED, MODIFIED OR OTHERWISE WAIVED AS OF
SUCH DATE, OTHER THAN SUCH AMENDMENTS, MODIFICATIONS OR WAIVERS ABOUT WHICH THE
CO-ISSUERS HAVE INFORMED EACH FUNDING AGENT, THE SWINGLINE LENDER AND THE L/C
PROVIDER.
SECTION 6.02
Servicer.
The Servicer represents and warrants to each Lender
Party, as of the Series 2007-1 Closing Date and the date of each Borrowing,
that:
(A)
EACH REPRESENTATION AND WARRANTY MADE BY IT IN EACH TRANSACTION
DOCUMENT (OTHER THAN A TRANSACTION DOCUMENT RELATING SOLELY TO A SERIES OF NOTES
OTHER THAN THE SERIES 2007-1 NOTES) TO WHICH IT IS A PARTY (INCLUDING ANY
REPRESENTATIONS AND WARRANTIES MADE BY IT AS SERVICER) IS TRUE AND CORRECT IN
ALL MATERIAL RESPECTS (UNLESS STATED TO RELATE SOLELY TO AN EARLIER DATE, IN
WHICH
CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF SUCH EARLIER DATE); AND
(B)
THE AUDITED COMBINED BALANCE SHEET OF APPLEBEE'S INTERNATIONAL AND
ITS AFFILIATES AS OF DECEMBER 31, 2006 AND THE RELATED CONSOLIDATED STATEMENTS
OF INCOME, STOCKHOLDERS EQUITY AND CASH FLOWS FOR FISCAL YEAR ENDED DECEMBER 31,
2006 HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP AND PRESENT FAIRLY THE FINANCIAL
POSITION OF APPLEBEE'S INTERNATIONAL AND ITS AFFILIATES AS OF THE DATE THEREOF
AND THE RESULTS OF THEIR OPERATIONS AND THEIR CASH FLOWS FOR THE PERIODS COVERED
THEREBY.
SECTION 6.03
Lender Parties.
Each of the Lender Parties represents and
warrants to the Co-Issuers and the Servicer as of the date hereof (or, in the
case of a successor or assign of an Investor, as of the subsequent date on which
such successor or assign shall become a party hereto) that:
(A)
IT HAS HAD AN OPPORTUNITY TO DISCUSS THE CO-ISSUERS' AND THE
SERVICER'S BUSINESS, MANAGEMENT AND FINANCIAL AFFAIRS, AND THE TERMS AND