OFFERING MEMORANDUM (AS OF THE RELEVANT DATE);
(XXX)
THERE IS AND HAS BEEN NO FAILURE ON THE PART OF THE OTHER ENTITIES
OR ANY OF THE OTHER ENTITIES' 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;
22
(XXXI)
THE SECTION ENTITLED "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS -CRITICAL ACCOUNTING POLICIES" IN
THE EXCHANGE ACT DOCUMENTS, 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 IHOP BELIEVES 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;
(XXXII)
NONE OF THE OTHER ENTITIES 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;
(XXXIII)
THE OPERATIONS OF THE OTHER ENTITIES ARE AND HAVE BEEN CONDUCTED AT
ALL TIMES IN COMPLIANCE WITH 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 OTHER ENTITIES WITH RESPECT TO THE MONEY LAUNDERING
LAWS IS PENDING OR, TO THE KNOWLEDGE OF THE OTHER ENTITIES, THREATENED, EXCEPT,
IN EACH CASE, AS WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT;
(XXXIV)
NONE OF THE OTHER ENTITIES OR, TO THE KNOWLEDGE OF THE OTHER
ENTITIES, ANY DIRECTOR, OFFICER, AGENT, EMPLOYEE OR AFFILIATE OF THE OTHER
ENTITIES IS CURRENTLY SUBJECT TO ANY U.S. SANCTIONS ADMINISTERED BY OFAC; AND
THE OTHER ENTITIES 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 OF
FINANCING THE ACTIVITIES OF ANY PERSON CURRENTLY SUBJECT TO ANY U.S. SANCTIONS
ADMINISTERED BY OFAC;
(XXXV)
THE OTHER ENTITIES HAVE NOT TAKEN ANY ACTION OR OMITTED TO TAKE ANY
ACTION (SUCH AS ISSUING ANY PRESS RELEASE RELATING TO ANY SECURITIES WITHOUT AN
APPROPRIATE LEGEND) WHICH MAY RESULT IN THE LOSS BY THE INITIAL PURCHASER OF THE
ABILITY TO RELY ON ANY STABILIZATION SAFE HARBOR PROVIDED BY THE FSMA.
THE
OTHER ENTITIES HAVE BEEN INFORMED OF THE GUIDANCE RELATING TO STABILIZATION
PROVIDED BY THE FINANCIAL SERVICES AUTHORITY;
(XXXVI)
AS OF THE CLOSING DATE, NO PARENT COMPANY