AS OF THE RELEVANT DATE, THE OFFERING
MEMORANDUM DOES NOT INCLUDE ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING;
(II)
THE PRELIMINARY MARKETING MATERIALS AND THE OFFERING MEMORANDUM
HAVE BEEN OR WILL HAVE BEEN PREPARED BY THE CO-ISSUERS AND THE PARENT COMPANIES
FOR USE BY THE INITIAL PURCHASER IN CONNECTION WITH THE EXEMPT RESALES (AS
DEFINED BELOW).
NO ORDER OR DECREE PREVENTING THE USE OF THE PRELIMINARY
MARKETING MATERIALS OR THE OFFERING MEMORANDUM, OR ANY ORDER ASSERTING THAT THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE SUBJECT TO THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT HAS BEEN ISSUED, AND NO PROCEEDING FOR THAT
PURPOSE HAS COMMENCED OR IS PENDING OR, TO THE KNOWLEDGE OF THE PARENT
COMPANIES, IS CONTEMPLATED;
(III)
EACH OF THE PARENT COMPANIES AND THE IHOP SECURITIZATION ENTITIES
HAS BEEN DULY FORMED AS A CORPORATION OR LIMITED LIABILITY COMPANY AND IS
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE,
IS QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING AS A FOREIGN CORPORATION OR
LIMITED LIABILITY COMPANY IN EACH JURISDICTION IN WHICH THE OWNERSHIP OR LEASE
OF PROPERTY OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION EXCEPT
FOR SUCH FAILURES TO QUALIFY TO DO BUSINESS OR BE IN GOOD STANDING AS ARE NOT
REASONABLY LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT, AND HAS THE REQUISITE
CORPORATE OR LIMITED LIABILITY COMPANY POWER AND AUTHORITY TO OWN OR HOLD ITS
PROPERTIES AND TO CONDUCT THE BUSINESS IN WHICH IT IS ENGAGED AS DESCRIBED IN
THE DRAFT OFFERING MEMORANDUM (AS OF THE CLOSING DATE) OR THE OFFERING
MEMORANDUM (AS OF THE RELEVANT DATE);
(IV)
EACH OF THE PARENT COMPANIES HAS THE REQUISITE CORPORATE OR
LIMITED LIABILITY COMPANY POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS
AGREEMENT AND
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ALL OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY AND PERFORM ITS
OBLIGATIONS HEREUNDER AND THEREUNDER;
(V)
NONE OF THE PARENT COMPANIES OR THE IHOP SECURITIZATION ENTITIES
(COLLECTIVELY THE "OTHER ENTITIES") IS IN VIOLATION OF (I) ITS RESPECTIVE
SECURITIZATION ENTITY CHARTER DOCUMENTS, (II) ANY REQUIREMENTS OF LAW WITH
RESPECT TO SUCH OTHER ENTITY OR (III) ANY CONTRACTUAL OBLIGATION WITH RESPECT TO
SUCH OTHER ENTITY EXCEPT, SOLELY WITH RESPECT TO CLAUSES (II) AND (III), TO THE
EXTENT SUCH VIOLATION COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS, THE APPLICATION OF THE PROCEEDS FROM THE SALE OF THE
SECURITIES AS DESCRIBED AS DESCRIBED HEREIN AND IN THE OFFERING MEMORANDUM (AS
OF THE RELEVANT DATE) AND THE INCURRENCE OF THE OBLIGATIONS AND CONSUMMATION OF
THE TRANSACTIONS HEREIN AND THEREIN CONTEMPLATED (A) WILL NOT CONFLICT WITH, OR
CONSTITUTE A BREACH OF OR DEFAULT UNDER, ANY SECURITIZATION ENTITY CHARTER
DOCUMENTS OF ANY OTHER ENTITY, AND (B) DOES NOT CONTRAVENE, OR CONSTITUTE A