Common use of Private Offering by the Company Clause in Contracts

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities, for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Lenders and not more than 125 other Institutional Investors, each of which has been offered the Notes or other similar securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 1998-A Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person person other than you, the Lenders Other Purchasers and not more than 125 42 other Institutional Investors, each of which has been offered the Series 1998-A Notes or other similar securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 1998-A Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2011-A Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Lenders Purchasers and not more than 125 fifteen (15) other Institutional Investors, each of which has been offered the Series 2011-A Notes or other similar securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.. EXHIBIT A (TO SECOND SUPPLEMENT TO NOTE PURCHASE AGREEMENT)

Private Offering by the Company. Neither the Company nor anyone acting on its the Company's behalf has offered the Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Lenders Purchasers and not more than 125 forty-two other Institutional Investors, each of which has been offered the Notes or other similar securities at in connection with a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities, securities that could be integrated with the Notes or require the registration of the Notes for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Lenders and not more than 125 other Institutional InvestorsPurchasers, each of which has been offered the Notes or other similar securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered offered, directly or indirectly, the Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person person other than you, the Lenders Other Purchasers and not more than 125 72 other Institutional Investors, each of which has been offered the Notes or other similar securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company Obligors nor anyone acting on its their behalf has offered the Series ___ Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Lenders Purchasers and not more than 125 [_] other Institutional Investors, each of which has been offered the Series __ Notes or other similar securities at a private sale for investment. Neither the Company Obligors nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or any similar securities to the registration requirements of Section 5 of the Securities Act. Section 5.14.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities, Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than you, the Lenders Other Purchasers and not more than 125 twenty-five (25) other Institutional Investors, each of which has been offered the Notes or other similar securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone any one acting on its the Company’s behalf has offered the Series 2012A Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Lenders Purchasers and not more than 125 thirty-one (31) other Institutional Investors, each of which has been offered the Series 2012A Notes or other similar securities at in connection with a private sale for investment. Neither the Company nor anyone any one acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2012A Notes or any similar securities to the registration requirements of Section 5 of the Securities ActAct or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Neither the Company nor anyone acting on its the Company's behalf has offered the Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Lenders Purchasers and not more than 125 nine (9) other Institutional Investors, each of which has been offered the Notes or other similar securities at in connection with a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2006-A Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Lenders Purchasers and not more than 125 9 other Institutional Investors, each of which has been offered the Series 2006-A Notes or other similar securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2006-A Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2010-A Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Lenders Purchasers and not more than 125 three (3) other Institutional Investors, each of which has been offered the Series 2010-A Notes or other similar securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company any Obligor nor anyone acting on its behalf has offered the Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person person other than you and the Lenders Other Purchasers and not more than 125 45 other Institutional Investors, each of which has been offered the Notes or other similar securities at a private sale for investment. Neither the Company any Obligor nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2014-A Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person person other than you, the Lenders Other Purchasers and not more than 125 20 other Institutional Investors, each of which has been offered the Series 2014-A Notes or other similar securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2014-A Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2008-A Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Lenders Purchasers and not more than 125 40 other Institutional Investors, each of which has been offered the Series 2008-A Notes or other similar securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2008-A Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting on its the Company's behalf has offered the Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Lenders Purchasers and not more than 125 ten (10) other Institutional Investors, each of which has been offered the Notes or other similar securities at in connection with a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person person other than you, the Lenders other Purchasers and not more than 125 65 other Institutional Investors, each of which has been offered the October 2010 Series Notes or other similar securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the October 2010 Series Notes or any similar securities to the registration requirements of Section 5 of the Securities ActAct or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series A Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Lenders Purchasers and not more than 125 [_] other Institutional Investors, each of which has been offered the Series ______ Notes or other similar securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series A Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than you, the Lenders Other Purchasers and not more than 125 70 other Institutional Investors, each of which has been offered the Series A Notes or other similar securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series A Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither IHOP, the Company nor anyone acting on its behalf has offered the Series Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Lenders Purchasers and not more than 125 [ ] other Institutional Investors, each of which has been offered the Series Notes or other similar securities at a private sale for investment. Neither IHOP, the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series ___Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Lenders Purchasers and not more than 125 [___] other Institutional Investors, each of which has been offered the Series ___Notes or other similar securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series ___ Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Lenders Purchasers and not more than 125 [_] other Institutional Investors, each of which has been offered the Series __ Notes or other similar securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Notes Notes, the Subsidiary Guarantees or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person person other than the Lenders and not more than 125 other Institutional InvestorsPurchasers, each of which has been offered the Notes or other similar securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or any similar securities the issuance of the Subsidiary Guarantees to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the 2009 Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than you, the Lenders Other Purchasers and not more than 125 twenty-seven (27) other Institutional Investors, each of which has been offered the 2009 Notes or other similar securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the 2009 Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2010-A Notes or any similar securities, securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Lenders Purchasers and not more than 125 three (3) other Institutional Investors, each of which has been offered the Series 2010-A Notes or other similar securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any EXHIBIT A (to Supplement) action that would subject the issuance or sale of the Notes or any similar securities to the registration requirements of Section 5 of the Securities Act.