THE SECURITIES, OR UNTIL SUCH TIME AS THE INITIAL PURCHASER SHALL CEASE TO
MAINTAIN A SECONDARY MARKET IN THE SECURITIES, WHICHEVER OCCURS FIRST, TO
FURNISH TO THE INITIAL PURCHASER, AS SOON AS AVAILABLE, (I) COPIES OF EACH
REPORT AND CERTIFICATE AND ANY FINANCIAL INFORMATION DELIVERED TO THE HOLDERS OF
THE SECURITIES OR FILED WITH ANY STOCK EXCHANGE OR REGULATORY BODY AND (II) FROM
TIME TO TIME SUCH OTHER INFORMATION CONCERNING THE CO-ISSUERS AND THE PARENT
COMPANIES AS THE INITIAL PURCHASER MAY REASONABLY REQUEST;
(BB)
UNLESS IT OBTAINS THE PRIOR CONSENT OF THE INITIAL PURCHASER, NOT
TO MAKE (AND EACH SUCH PARTY REPRESENTS THAT IT HAS NOT MADE), ANY OFFER
RELATING TO THE SECURITIES THAT WOULD CONSTITUTE A FREE WRITING COMMUNICATION;
IF AT ANY TIME FOLLOWING ISSUANCE OF A FREE WRITING COMMUNICATION ANY EVENT
OCCURRED OR OCCURS AS A RESULT OF WHICH SUCH FREE WRITING COMMUNICATION
CONFLICTS WITH THE INFORMATION IN THE OFFERING MEMORANDUM OR, 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 SECURITIES AFTER THE CLOSING DATE;
(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
33
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