Guaranteed Securities shall be
made at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times
Square, New York, New York, 10036 or at such other place as shall be agreed upon
by the Initial Purchaser and the Co-Issuers, at 10:00 A.M., New York City time,
on November 29, 2007 or at such other time or date as shall be agreed upon by
the Initial Purchaser and the Co-Issuers (such date and time of payment and
delivery being referred to herein as the "Closing Date").
(b)
On the Closing Date, payment of the purchase price for the
Securities shall be made to the Co-Issuers by wire or book-entry transfer of
same-day funds to such account or accounts as the Co-Issuers shall specify prior
to the Closing Date or by such other means as the parties hereto shall agree
prior to the Closing Date against delivery to the Initial Purchaser of the
Guaranteed Securities through the facilities of The Depository Trust Company
("DTC").
Time shall be of the essence and delivery at the time and place
specified pursuant to this Agreement is a further condition of the obligation of
the Initial Purchaser hereunder.
Upon delivery, the Securities shall be in
global form, registered in such names and in such denominations as the Initial
Purchaser shall have requested.
4.
Further Agreements of the Co-Issuers, the Guarantors and the
Parent Companies and the IHOP Securitization Entities
Each of the Parent Companies, each of the Co-Issuers and each of the Guarantors,
jointly and severally, agrees with the Initial Purchaser:
(A)
TO PROVIDE, AS SOON AS PRACTICABLE AFTER THE CLOSING DATE, A FINAL
OFFERING MEMORANDUM FOR THE GUARANTEED SECURITIES, TO BE DATED AS OF A DATE TO
BE SPECIFIED BY THE INITIAL PURCHASER (THE "INITIAL DATE"), (I) WHICH SHALL NOT
INCLUDE ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN,
IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING,
AND (II) WHICH SHALL CONTAIN ALL FINANCIAL STATEMENTS AND OTHER DATA, INCLUDING
AUDITED FINANCIAL STATEMENTS, ALL UNAUDITED FINANCIAL STATEMENTS (WHICH SHALL
HAVE BEEN REVIEWED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS AS PROVIDED IN
STATEMENT ON AUDITING STANDARDS NO. 100) AND ALL APPROPRIATE PRO FORMA FINANCIAL
STATEMENTS PREPARED IN ACCORDANCE WITH REGULATION S-X UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (TO THE EXTENT DEEMED REASONABLY NECESSARY BY THE INITIAL
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PURCHASER), AND ALL OTHER DATA (INCLUDING SELECTED FINANCIAL DATA), IN EACH
CASE, THAT THE COMMISSION WOULD REQUIRE IN A REGISTERED OFFERING OF ANY OR ALL
OF THE GUARANTEED SECURITIES (IN EACH CASE, EXCEPT AS OTHERWISE AGREED) OR THAT
WOULD BE NECESSARY FOR THE INITIAL PURCHASER TO RECEIVE CUSTOMARY "COMFORT"
(INCLUDING, WITHOUT LIMITATION, "NEGATIVE ASSURANCE" COMFORT) FROM INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS (COLLECTIVELY, THE "REQUIRED FINANCIAL
INFORMATION");
(B)
ON THE INITIAL DATE, TO USE ITS BEST EFFORTS:
(I)
TO CAUSE TO BE FURNISHED TO THE INITIAL PURCHASER A LETTER (THE
"D&T INITIAL COMFORT LETTER") OF