PROPERTY BY THE CO-ISSUERS;
AND ALL ASSETS HELD UNDER LEASE BY THE CO-ISSUERS ARE HELD BY THEM UNDER VALID,
SUBSISTING AND ENFORCEABLE LEASES, WITH SUCH EXCEPTIONS AS DO NOT MATERIALLY
INTERFERE WITH THE USE MADE AND PROPOSED TO BE MADE OF SUCH ASSETS BY THE
CO-ISSUERS;
(XLVII)
THERE IS AND HAS BEEN NO FAILURE ON THE PART OF THE CO-ISSUERS OR
ANY OF THE CO-ISSUERS' MANAGERS, DIRECTORS OR OFFICERS, IN THEIR CAPACITIES AS
SUCH, TO COMPLY WITH THE PROVISIONS OF THE SARBANES-OXLEY ACT OF 2002 AND THE
RULES AND REGULATIONS PROMULGATED IN CONNECTION THEREWITH;
(XLVIII)
THE SECTION ENTITLED "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CRITICAL ACCOUNTING POLICIES"
CONTAINED
IN THE EXCHANGE ACT DOCUMENTS AND IN THE DRAFT OFFERING MEMORANDUM
(AS OF THE CLOSING DATE) AND THE OFFERING MEMORANDUM (AS OF THE RELEVANT DATE)
ACCURATELY AND FULLY DESCRIBES (A) THE ACCOUNTING POLICIES THAT THE CO-ISSUERS
AND IHOP BELIEVE ARE THE MOST IMPORTANT IN THE PORTRAYAL OF IHOP'S FINANCIAL
CONDITION AND RESULTS OF OPERATIONS AND THAT REQUIRE MANAGEMENT'S MOST
DIFFICULT, SUBJECTIVE OR COMPLEX JUDGMENTS; (B) THE JUDGMENTS AND UNCERTAINTIES
AFFECTING THE APPLICATION OF CRITICAL ACCOUNTING POLICIES; AND (C) THE
LIKELIHOOD THAT MATERIALLY DIFFERENT AMOUNTS WOULD BE REPORTED UNDER DIFFERENT
CONDITIONS OR USING DIFFERENT ASSUMPTIONS AND AN EXPLANATION THEREOF;
(XLIX)
NEITHER OF THE CO-ISSUERS IS IN VIOLATION OF OR HAS RECEIVED
NOTICE OF ANY VIOLATION WITH RESPECT TO ANY FEDERAL OR STATE LAW RELATING TO
DISCRIMINATION IN THE HIRING, PROMOTION OR PAY OF EMPLOYEES, OR ANY APPLICABLE
FEDERAL OR STATE WAGE AND HOUR LAWS, OR ANY STATE LAW PRECLUDING THE DENIAL OF
CREDIT DUE TO THE NEIGHBORHOOD IN WHICH A PROPERTY IS SITUATED, THE VIOLATION OF
ANY OF WHICH WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE AFFECT;
(L)
THE OPERATIONS OF THE CO-ISSUERS ARE AND HAVE BEEN CONDUCTED AT
ALL TIMES IN COMPLIANCE WITH APPLICABLE FINANCIAL RECORD KEEPING AND REPORTING
REQUIREMENTS OF THE CURRENCY AND FOREIGN TRANSACTIONS REPORTING ACT OF 1970, AS
14
AMENDED, THE MONEY LAUNDERING STATUTES OF ALL JURISDICTIONS, THE RULES AND
REGULATIONS THEREUNDER AND ANY RELATED OR SIMILAR RULES, REGULATIONS OR
GUIDELINES, ISSUED, ADMINISTERED OR ENFORCED BY ANY GOVERNMENTAL AGENCY
(COLLECTIVELY, THE "MONEY LAUNDERING LAWS") AND NO ACTION, SUIT OR PROCEEDING BY
OR BEFORE ANY COURT OR GOVERNMENTAL AGENCY, AUTHORITY OR BODY OR ANY ARBITRATOR
INVOLVING THE CO-ISSUERS WITH RESPECT TO THE MONEY LAUNDERING LAWS IS PENDING
OR, TO THE KNOWLEDGE OF THE CO-ISSUERS, THREATENED, EXCEPT, IN EACH CASE, AS
WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(LI)
NEITHER OF THE CO-ISSUERS OR, TO THE KNOWLEDGE OF THE CO-ISSUERS,
ANY DIRECTOR, OFFICER, AGENT, EMPLOYEE OR AFFILIATE OF THE CO-ISSUERS, IS
CURRENTLY SUBJECT TO ANY U.S. SANCTIONS ADMINISTERED BY THE OFFICE OF FOREIGN
ASSETS CONTROL OF THE U.S. TREASURY DEPARTMENT ("OFAC"); AND THE CO-ISSUERS WILL
NOT DIRECTLY OR INDIRECTLY USE THE PROCEEDS OF THE OFFERING, OR LEND, CONTRIBUTE
OR OTHERWISE MAKE AVAILABLE SUCH PROCEEDS TO ANY SUBSIDIARY, JOINT VENTURE
PARTNER OR OTHER PERSON OR ENTITY, FOR THE PURPOSE