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, the Warrants 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 you, the Other Purchasers and not more than 70 other Institutional Investors, each of which has been offered the Notes 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 the issuance of the Warrants to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company Obligors nor HIL nor anyone acting on its their behalf has offered the Notes, the Warrants 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 Person other than you, the Other Purchasers Purchaser and not more than 70 1 other Institutional InvestorsInvestor, each of which has been offered the Notes at a private sale for investment. Neither any of the Company Obligors nor HIL nor anyone acting on its their behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or the issuance of the Warrants to the registration requirements of Section section 5 of the Securities Act.

Private Offering by the Company. (a) Neither the Company nor anyone any Person acting on its behalf has directly or indirectly offered the Notes, the Warrants 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 Person other than you, the Other Purchasers Purchasers, if any, and not more than 70 ten other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone any Person acting on its behalf has taken, or will take, any action that would subject the issuance or and sale of the Notes or the issuance of the Warrants 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, the Warrants Subsidiary Guarantees 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 you, the Other Purchasers and not more than 70 35 other Institutional Investors, each of which has been offered the Notes 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 the issuance of the Warrants 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 the Company’s behalf has offered the Notes, the Warrants Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Notes or any of the same similar Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than you, the Other Purchasers and not more than 70 25 other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its the Company’s behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes or the issuance of the Warrants to the registration requirements of Section 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 authorized to act on its behalf has offered the Notes, the Warrants First Mortgage Bonds 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 Person other than you, the Other Purchasers and not more than 70 55 other Institutional InvestorsInvestors of the type described in clause (c) of the definition thereof, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting authorized to act on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or the issuance of the Warrants to the registration requirements of Section section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Notes, the Warrants 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 you, the Other Purchasers and not more than 70 50 other Institutional InvestorsInvestors (as defined in clause (c) to the definition of such term), each of which has been offered the Notes 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 the issuance of the Warrants 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 Notes, the Warrants 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 you, the Other Purchasers Investors and not more than 70 certain other Institutional Investorsinstitutional investors, each of which has been offered the Notes at a private sale for investment, which offer or sale would not require registration under the Securities Act. 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 the issuance of the Warrants 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, the Warrants 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 Other Purchasers Lenders and not more than 70 125 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 the issuance of the Warrants 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 has, directly or through any agent, offered the Notes, the Warrants Series 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 Person other than you, the Other Purchasers and not more than 70 other Institutional InvestorsInvestors of the type described in clause (c) of the definition thereof, each of which has been offered the Series Notes 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 the issuance of the Warrants to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting authorized to act on its behalf has offered the Notes, the Warrants First Mortgage Bonds 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 Person other than you, the Other Purchasers and not more than 70 60 other Institutional InvestorsInvestors of the type described in clause (c) of the definition thereof, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting authorized to act on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or the issuance of the Warrants to the registration requirements of Section 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, the Warrants Bonds 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 Person other than you, the Other Purchasers and not more than 70 thirty-five (35) other Institutional Investors, each of which has been offered the Notes at Bonds 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 the issuance of the Warrants Bonds 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 to be issued at the Warrants applicable Closing or any similar securities Securities for sale to, or solicited any offer to buy such Notes or any of the same similar Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than you, the Other Purchasers and not no more than 70 one (1) other Institutional InvestorsInvestor, each of which has been offered the Notes 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 to be issued at the issuance of the Warrants applicable Closing to the registration requirements of Section 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 the Guarantor nor anyone acting on its or their behalf has offered the Notes, the Warrants Guaranties 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 you, the Other Purchasers and not more than 70 2 other Institutional Investors, each of which has been offered the Notes and the Guaranties 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 the issuance of the Warrants to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor nor, to the knowledge of the Company, anyone acting on its behalf has offered the Notes, the Warrants 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 you, the Other Purchasers and not more than 70 35 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Company nor nor, to the knowledge of the Company, anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or the issuance of the Warrants 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, the Warrants 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 Person other than you, the Other Purchasers and not more than 70 ten (10) other Institutional Investors, each of which has been offered the Notes 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 the issuance of the Warrants to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the a Company nor anyone acting on its behalf has offered the NotesDebenture or Warrants, the Warrants 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 Other Purchasers Holders and not more than 70 50 other Institutional Investors, each of which has been offered the Notes Debentures and Warrants at a private sale for investment. Neither the an Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes Debentures or the issuance of the Warrants to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone any Person acting on its behalf has offered the Notes, the Warrants 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 Person other than you, the Other Purchasers you and not more than 70 75 other Institutional InvestorsInvestors (as defined in paragraph (c) of the definition of such term), each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone any Person acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or the issuance of the Warrants 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, the Warrants 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 you, the Other Purchasers and not more than 70 other Institutional InvestorsPurchasers, each of which has been offered the Notes at a private sale for investment. The Company shall not have offered any other securities which offering could be integrated with the placement of the Notes hereunder. 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 the issuance of the Warrants to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company Issuer nor the Company, nor anyone acting on its behalf of the Issuer or the Company, has offered the Notes, the Warrants 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 you, the Other Purchasers and not more than 70 other Institutional InvestorsPurchasers, each of which has been offered the Notes at a private sale for investment. Neither the Company Issuer nor the Company, nor anyone acting on its behalf of the Issuer or the Company, has taken, or will take, any action that would subject the issuance or sale of the Notes or the issuance of the Warrants 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, the Warrants 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 you, the Other Purchasers you and not more than 70 other Institutional Investors, each of which has been offered the Notes and the Warrants 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 the issuance of the Warrants 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, the Warrants 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 Other Purchasers and not more than 70 65 other Institutional InvestorsInvestors of the type described in clause (c) of the definition thereof, each of which has been offered the Notes 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 the issuance of the Warrants 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, the Warrants 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 Person other than you, the Other Purchasers and not more than 70 other 30 Institutional InvestorsInvestors of the type described in clause (c) of the definition thereof (including the Purchasers), each of which has been offered the Notes 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 the issuance of the Warrants to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting authorized to act on its behalf has offered the Notes, the Warrants 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 Person other than you, the Other Purchasers and not more than 70 15 other Institutional InvestorsInvestors of the type described in clause (c) of the definition thereof, each of which has been offered the Notes 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 the issuance of the Warrants 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, the Warrants 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 you, the Other Purchasers and not more than 70 50 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Company nor Company, nor, to the best knowledge of the Company, anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or the issuance of the Warrants to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Issuer nor the Company nor anyone acting on its their behalf has offered the Notes, the Warrants 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 you, the Other Purchasers and not more than 70 40 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Issuer nor the Company nor anyone acting on its their behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or the issuance of the Warrants 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, the Warrants Subsidiary Guarantee 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 you, the Other Purchasers Purchaser and not more than 70 ten other Institutional Investors, each of which 15 11 has been offered the Notes 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 the issuance of the Warrants Subsidiary Guarantee to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company nor anyone acting authorized to act on its behalf has offered the Notes, the Warrants First Mortgage Bonds 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 Person other than you, the Other Purchasers and not more than 70 eleven (11) other Institutional InvestorsInvestors of the type described in clause (c) of the definition thereof, each of which has been offered the Notes 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 the issuance of the Warrants to the registration requirements of Section section 5 of the Securities Act.

Private Offering by the Company. Neither the Company Company, the Guarantors nor anyone acting on its their behalf has offered the Notes, the Warrants 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 Person other than you, the Other Purchasers and not more than 70 35 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Company Company, the Guarantors nor anyone acting on its their behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or the issuance of the Warrants 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 Notes, the Warrants Series 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 Person other than you, the Other Purchasers and not more than 70 [ ] other Institutional Investors, each of which has been offered the Series Notes 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 the issuance of the Warrants 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, the Warrants 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 Person other than you, the Other Purchasers and not more than 70 64 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither Based to the extent relevant on the accuracy of your representation set forth in Section 6.1, 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 the issuance of the Warrants 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, the Warrants 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 youMetropolitan, the Other Purchasers certain Metropolitan Affiliates and not more than 70 100 other Institutional Investorsaccredited investors (as defined in Rule 501 promulgated under the Securities Act), each of which has been offered the Notes 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 the issuance of the Warrants 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, the Warrants 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 Person other than you, the Other Purchasers and not more than 70 other 50 Institutional InvestorsInvestors of the type described in clause (c) of the definition thereof (including the Purchasers), each of which has been offered the Notes 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 the issuance of the Warrants 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 Notes, the Warrants or any similar securities Security 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 Other Purchasers and not more than 70 28 other Institutional Investors, each of which has been offered the Notes and the Warrants 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 the issuance of the Warrants 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, the Warrants 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 Other Purchasers and not more than 70 twenty-five (25) other Institutional Investors, each of which has been offered the Notes 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 the issuance of the Warrants 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, the Warrants 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 Person other than you, the Other Purchasers and not more than 70 other 10 Institutional InvestorsInvestors of the type described in clause (c) of the definition thereof (including the Purchasers), each of which has been offered the Notes 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 the issuance of the Warrants to the registration requirements of Section 5 of the Securities Act.

Private Offering by the Company. Neither the Company Company, the Parent nor anyone acting authorized by them to act on its their behalf has offered the Notes, the Warrants 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 you, the Other Purchasers and not more than 70 51 other Institutional Investorsinstitutional investors, each of which has been offered the Notes at a private sale for investment. Neither the Company Company, the Parent nor anyone acting authorized by them to act on its their behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or the issuance of the Warrants 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, the Warrants Subsidiary Guarantees 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 you, the Other Purchasers and not more than 70 60 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither 15 11 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 the issuance of the Warrants 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 Notes, the Warrants Subsidiary Guarantees 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 you, the Other Purchasers and not more than 70 five other Institutional Investors, each of which has been offered the Notes 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 the issuance of the Warrants 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 Notes, the Warrants Notes or any similar securities Securities for sale to, or solicited any offer to buy the Notes or any of the same similar Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than you, the Other Purchasers and not more than 70 60 other Institutional InvestorsInvestors (as defined in clause (c) of the definition of such term), each of which has been offered the Notes 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 the issuance of the Warrants to the registration requirements of Section 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 IHOP, the Company nor anyone acting on its behalf has offered the Notes, the Warrants 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 you, the Other Purchasers and not more than 70 38 other Institutional Investors, each of which has been offered the Notes 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 the issuance of the Warrants 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, the Warrants 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 Person other than you, 55 Institutional Investors of the Other Purchasers and not more than 70 other Institutional Investorstype described in clause (c) of the definition thereof (including the Purchasers), each of which has been offered the Notes 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 the issuance of the Warrants to the registration requirements of Section 5 of the Securities Act.