AND SATISFIED ALL CONDITIONS ON SUCH
PRE-SECURITIZATION ENTITY'S PART TO BE PERFORMED OR SATISFIED HEREUNDER OR UNDER
THE TRANSACTION DOCUMENTS AT OR PRIOR TO THE CLOSING DATE AND (III) SUBSEQUENT
TO THE DATE AS OF WHICH INFORMATION IS GIVEN IN THE DRAFT OFFERING MEMORANDUM,
THERE HAS NOT BEEN ANY DEVELOPMENT IN THE GENERAL AFFAIRS, BUSINESS, PROPERTIES,
CAPITALIZATION, CONDITION (FINANCIAL OR OTHERWISE) OR RESULTS OF OPERATION OF
SUCH PRE-SECURITIZATION ENTITY EXCEPT AS SET FORTH OR CONTEMPLATED IN THE DRAFT
OFFERING MEMORANDUM OR AS DESCRIBED IN SUCH CERTIFICATE OR CERTIFICATES THAT
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(EE)
THE TRUSTEE SHALL HAVE RECEIVED A FULLY EFFECTIVE FINANCIAL
GUARANTY POLICY ISSUED BY ASSURED GUARANTY IN FORM AND SUBSTANCE SATISFACTORY TO
THE INITIAL PURCHASER AND ITS COUNSEL.
(FF)
THE CO-ISSUERS SHALL HAVE DELIVERED THE SERIES 2007-1 CLASS A-1
SENIOR NOTES IN THE AMOUNTS AGREED UPON BY THE INITIAL PURCHASER SIMULTANEOUSLY
WITH THE DELIVERY TO THE INITIAL PURCHASER OF THE GUARANTEED SECURITIES ON THE
CLOSING DATE.
(GG)
THE MERGER SHALL HAVE BEEN COMPLETED ON THE CLOSING DATE ON THE
TERMS SPECIFIED IN THE MERGER AGREEMENT AND AS CONTEMPLATED BY THE DRAFT
OFFERING MEMORANDUM.
(HH)
THE IHOP SECURITIZATION SHALL HAVE BEEN COMPLETED ON THE CLOSING
DATE AS CONTEMPLATED BY THE DRAFT OFFERING MEMORANDUM.
(II)
ALL NECESSARY WAIVERS, CONSENTS AND APPROVALS FOR THE ISSUANCE OF
THE GUARANTEED SECURITIES AND THE COMPLETION OF THE TRANSACTIONS CONTEMPLATED BY
THE TRANSACTION DOCUMENTS SHALL HAVE BEEN OBTAINED, INCLUDING, WITHOUT
LIMITATION, (I)
45
WAIVERS AND CONSENTS BY FINANCIAL GUARANTY INSURANCE COMPANY, A NEW YORK STOCK
INSURANCE CORPORATION AND (II) CONFIRMATIONS AND APPROVALS BY THE RATING
AGENCIES WITH RESPECT TO SUCH WAIVERS AND CONSENTS.
All opinions, letters, evidence and certificates mentioned above or elsewhere in
this Agreement shall be deemed to be in compliance with the provisions hereof
only if they are in form and substance reasonably satisfactory to counsel for
the Initial Purchaser.
6.
Termination.
The obligations of the Initial Purchaser hereunder may be terminated at the sole
discretion of the Initial Purchaser by notice given to and received by the
Co-Issuers prior to delivery of and payment for the Securities if, prior to that
time, any of the events described in Sections 5(g) and 5(h) shall have occurred
and be continuing, any of the certifications in Sections 5(aa)(iii), (bb)(v),
(cc)(iii) and (dd)(iii) cease to be true and correct, or if the Initial
Purchaser shall decline to purchase the Securities for any reason permitted
under this Agreement, including, but not limited to, the failure, refusal or
inability by any of the Co-Issuers, the Guarantors or the Parent Companies to
satisfy all conditions on its part to be performed or satisfied hereunder on or
prior to the Closing Date.
7.
Indemnification
(A)
EACH OF THE CO-ISSUERS, THE GUARANTORS AND THE PARENT COMPANIES
SHALL, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD HARMLESS THE INITIAL PURCHASER,
ITS AFFILIATES, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, TRUSTEES,
EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH PERSON, IF ANY, WHO CONTROLS THE
INITIAL PURCHASER WITHIN THE