WHEN TAKEN
TOGETHER WITH THE INFORMATION IN THE OFFERING MEMORANDUM, INCLUDES AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY IN
ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES THEN
PREVAILING, NOT MISLEADING, AS PROMPTLY AS PRACTICABLE AFTER BECOMING AWARE
THEREOF, TO GIVE NOTICE THEREOF TO THE INITIAL PURCHASER AND, IF REQUESTED BY
THE INITIAL PURCHASER, TO PREPARE AND FURNISH WITHOUT CHARGE TO THE INITIAL
PURCHASER A FREE WRITING OFFERING COMMUNICATION OR OTHER DOCUMENT WHICH WILL
CORRECT SUCH CONFLICT, STATEMENT OR OMISSION;
(CC)
TO CONSENT TO THE USE BY THE INITIAL PURCHASER OF (1) THE OFFERING
MEMORANDUM, (2) THE PRELIMINARY MARKETING MATERIALS, (3) THE SUPPLEMENTAL
MATERIALS AND (4) ADDITIONAL MARKETING MATERIALS TO BE PROVIDED TO PROSPECTIVE
INVESTORS, CONSISTING OF MODEL RUNS ("INVESTOR MODEL RUNS"), WHICH WILL BE
SUBJECT TO THE PROCEDURES SET FORTH IN THE INITIAL AUP LETTER (AS DEFINED
BELOW);
(DD)
TO USE ITS BEST EFFORTS TO ASSIST THE INITIAL PURCHASER IN
MARKETING THE GUARANTEED SECURITIES AFTER THE CLOSING DATE;
38
(EE)
TO COOPERATE REASONABLY IN ANY DUE DILIGENCE INVESTIGATIONS BY
REPRESENTATIVES OF THE INITIAL PURCHASER THAT MAY BE REQUIRED IN CONNECTION WITH
THE USE OF THE OFFERING MEMORANDUM; AND
(FF)
TO PROMPTLY UPDATE THE OFFERING MEMORANDUM, UPON THE REQUEST OF
THE INITIAL PURCHASER, UNTIL SUCH TIME AS THE INITIAL PURCHASER SHALL CEASE TO
OWN ANY OF THE SECURITIES.
5.
Conditions of Initial Purchaser's Obligations
The obligations of the Initial Purchaser hereunder are subject (i) to the
accuracy, on and as of the date hereof, of the representations and warranties of
the Co-Issuers, the Guarantors, IHOP and the Merger Sub contained herein, and on
and as of the Closing Date of the representations and warranties of the
Co-Issuers, the Guarantors, the Parent Companies and the IHOP Securitization
Entities contained herein, (ii) to the accuracy of the statements of each of the
Co-Issuers, the Guarantors, the Parent Companies and their respective officers
made in any certificates delivered pursuant hereto, (iii) to the performance by
the Co-Issuers, the Guarantors, the Parent Companies and the IHOP Securitization
Entities of their obligations hereunder and (iv) to each of the following
additional terms and conditions:
(A)
NO STOP ORDER SUSPENDING THE SALE OF THE GUARANTEED SECURITIES IN
ANY JURISDICTION SHALL HAVE BEEN ISSUED AND NO PROCEEDING FOR THAT PURPOSE SHALL
HAVE BEEN COMMENCED OR SHALL BE PENDING OR THREATENED.
(B)
THE INITIAL PURCHASER SHALL NOT HAVE DISCOVERED AND DISCLOSED TO
THE CO-ISSUERS OR THE PARENT COMPANIES ON OR PRIOR TO THE CLOSING DATE THAT THE
DRAFT OFFERING MEMORANDUM OR ANY AMENDMENT OR SUPPLEMENT THERETO CONTAINS AN
UNTRUE STATEMENT OF A FACT WHICH, IN THE OPINION OF COUNSEL FOR THE INITIAL
PURCHASER, IS MATERIAL OR OMITS TO STATE ANY FACT WHICH, IN THE OPINION OF SUCH
COUNSEL, IS MATERIAL AND IS REQUIRED TO BE STATED THEREIN OR IS NECESSARY TO
MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
(C)
ALL CORPORATE PROCEEDINGS AND OTHER LEGAL MATTERS