OF AND PAYMENT FOR THE SECURITIES SHALL BE MADE AT THE
OFFICES OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP, FOUR TIMES SQUARE, NEW
YORK, NEW YORK, 10036 OR AT SUCH OTHER PLACE AS SHALL BE AGREED UPON BY THE
INITIAL PURCHASER AND THE CO-ISSUERS, AT 10:00 A.M., NEW YORK CITY TIME, ON
NOVEMBER 29, 2007 OR AT SUCH OTHER TIME OR DATE AS SHALL BE AGREED UPON BY THE
INITIAL PURCHASER AND THE CO-ISSUERS (SUCH DATE AND TIME OF PAYMENT AND DELIVERY
BEING REFERRED TO HEREIN AS THE "CLOSING DATE").
(B)
ON THE CLOSING DATE, PAYMENT OF THE PURCHASE PRICE FOR THE
SECURITIES SHALL BE MADE TO THE CO-ISSUERS BY WIRE OR BOOK-ENTRY TRANSFER OF
SAME-DAY FUNDS TO SUCH ACCOUNT OR ACCOUNTS AS THE CO-ISSUERS SHALL SPECIFY PRIOR
TO THE CLOSING DATE OR BY SUCH OTHER MEANS AS THE PARTIES HERETO SHALL AGREE
PRIOR TO THE CLOSING DATE AGAINST DELIVERY TO THE INITIAL PURCHASER OF THE
SECURITIES THROUGH THE FACILITIES OF THE DEPOSITORY TRUST COMPANY ("DTC").
TIME
SHALL BE OF THE ESSENCE AND DELIVERY AT THE TIME AND PLACE SPECIFIED PURSUANT TO
THIS AGREEMENT IS A FURTHER CONDITION OF THE OBLIGATION OF THE INITIAL PURCHASER
HEREUNDER.
UPON DELIVERY, THE SECURITIES SHALL BE IN GLOBAL FORM, REGISTERED IN
SUCH NAMES AND IN SUCH DENOMINATIONS AS THE INITIAL PURCHASER SHALL HAVE
REQUESTED.
26
4.
Further Agreements of the Co-Issuers, the Parent Companies and
the IHOP Securitization Entities
Each of the Parent Companies and each of the Co-Issuers, jointly and severally,
agrees with the Initial Purchaser:
(A)
TO PROVIDE, AS SOON AS PRACTICABLE AFTER THE CLOSING DATE, A FINAL
OFFERING MEMORANDUM FOR THE SECURITIES, TO BE DATED AS OF A DATE TO BE SPECIFIED
BY THE INITIAL PURCHASER (THE "INITIAL DATE"), (I) WHICH SHALL 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, AND (II) WHICH
SHALL CONTAIN ALL FINANCIAL STATEMENTS AND OTHER DATA, INCLUDING AUDITED
FINANCIAL STATEMENTS, ALL UNAUDITED FINANCIAL STATEMENTS (WHICH SHALL HAVE BEEN
REVIEWED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS AS PROVIDED IN STATEMENT
ON AUDITING STANDARDS NO. 100) AND ALL APPROPRIATE PRO FORMA FINANCIAL
STATEMENTS PREPARED IN ACCORDANCE WITH REGULATION S-X UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (TO THE EXTENT DEEMED REASONABLY NECESSARY BY THE INITIAL
PURCHASER), AND ALL OTHER DATA (INCLUDING SELECTED FINANCIAL DATA), IN EACH
CASE, THAT THE COMMISSION WOULD REQUIRE IN A REGISTERED OFFERING OF ANY OR ALL
OF THE SECURITIES (IN EACH CASE, EXCEPT AS OTHERWISE AGREED) OR THAT WOULD BE
NECESSARY FOR THE INITIAL PURCHASER TO RECEIVE CUSTOMARY "COMFORT" (INCLUDING,
WITHOUT LIMITATION, "NEGATIVE ASSURANCE" COMFORT) FROM INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS (COLLECTIVELY, THE "REQUIRED FINANCIAL INFORMATION");
(B)
ON THE INITIAL DATE, TO USE ITS BEST EFFORTS:
(I)
TO CAUSE TO BE FURNISHED TO THE INITIAL PURCHASER A LETTER (THE
"E&Y INITIAL COMFORT LETTER") OF E&Y, IN FORM AND SUBSTANCE SATISFACTORY