Conditions to Issuance and Effectiveness. Each Lender Party will have no obligation to purchase the Series 2019-1 Class A-1 Notes hereunder on the Closing Date, and the Commitments, the Swingline Commitment and the L/C Commitment will not become effective, unless:
(a) the Base Indenture, the Series 2019-1 Supplement, the Guarantee and Collateral Agreement and the other Related Documents shall be in full force and effect;
(b) on the Closing Date, the Administrative Agent shall have received a letter, in form and substance reasonably satisfactory to it, from S&P stating that a long-term rating of “BBB” has been assigned to the Series 2019-1 Class A-1 Notes;
(c) at the time of such issuance, the additional conditions set forth in Schedule III hereto and all other conditions to the issuance of the Series 2019-1 Class A-1 Notes under the Indenture shall have been satisfied or waived by such Lender Party.
Conditions to Issuance and Effectiveness. Each Lender Party will have no obligation to purchase the Series 2022-1 Class A-1 Notes hereunder on the Series 2022-1 Closing Date, and the Commitments, the Swingline Commitment and the L/C Commitment will not become effective, unless:
(a) the Base Indenture, the Series 2022-1 Supplement, the Global G&C Agreement and the other Related Documents shall be in full force and effect;
(b) on the Series 2022-1 Closing Date, the Administrative Agent shall have received a letter, in form and substance reasonably satisfactory to it, from S&P stating that the Notes have received a rating of not less than “BBB+”;
(c) that certain risk retention letter agreement from Domino’s Pizza International LLC, dated as of the Series 2022-1 Closing Date, with respect to the EU and UK risk retention rules shall have been duly executed and delivered by the parties thereto in form and substance satisfactory to the Administrative Agent; and
(d) at the time of such issuance, the additional conditions set forth in Schedule III and all other conditions to the issuance of the Series 2022-1 Class A-1 Notes under the Indenture shall have been satisfied or waived.
Conditions to Issuance and Effectiveness. Each Lender Party will have no obligation to purchase the Series 2020-1 Class A-1 Notes hereunder on the Series 2020-1 Closing Date, and the Commitments, the Swingline Commitment and the L/C Commitment will not become effective, unless:
(a) the Base Indenture, the Series 2020-1 Supplement, the Guarantee and Collateral Agreement and the other Transaction Documents shall be in full force and effect;
(b) on the Series 2020-1 Closing Date, the Administrative Agent shall have received a letter, in form and substance reasonably satisfactory to it, from KBRA stating that the Series 2020-1 Class A-1 Notes have received a rating of not less than BBB;
(c) that certain risk retention letter agreement from the Parent dated as of the Series 2020-1 Closing Date with respect to the EU risk retention rules shall have been duly executed and delivered by the parties thereto in form and substance satisfactory to the Administrative Agent; and
(d) at the time of such issuance, the additional conditions set forth in Schedule III and all other conditions to the issuance of the Series 2020-1 Class A-1 Notes under the Indenture shall have been satisfied or waived.
Conditions to Issuance and Effectiveness. Each Investor will have no obligation to purchase the Series 2023-2 Class A-1 Notes hereunder on the Series 2023-2 Closing Date, and the Commitments will not become effective, unless:
(a) the Base Indenture, the Series 2023-2 Supplement and the other Transaction Documents shall be in full force and effect;
(b) on the Series 2023-2 Closing Date, the Issuer shall have received a letter, in form and substance reasonably satisfactory to the Funding Agents, from Fitch stating that the Series 2023-2 Class A-1 Notes have received a rating of not less than “A (sf)”;
(c) at the time of such issuance, the additional conditions set forth in Schedule III and all other conditions to the issuance of the Series 2023-2 Class A-1 Notes under the Indenture and the Series 2023-2 Supplement shall have been satisfied or waived; and
(d) that certain risk retention letter agreement from Frontier Southwest, dated as of the Series 2023-2 Closing Date, with respect to compliance by Frontier Southwest with the UK Securitisation Regulation shall have been duly executed and delivered by the parties thereto in form and substance satisfactory to the Funding Agents.
Conditions to Issuance and Effectiveness. Each Lender Party will have no obligation to purchase the Series 2012-1 Class A-1 Notes hereunder on the Series 2012-1 Closing Date, and the Commitments, the Swingline Commitment and the L/C Commitment will not become effective, unless:
(a) the Base Indenture, the Series 2012-1 Supplement and the other Related Documents shall be in full force and effect;
(b) on the Series 2012-1 Closing Date, each Lender Party shall have received either a letter, in form and substance reasonably satisfactory to it, from Xxxxx’x stating that a long-term rating of “Baa1” has been assigned to the Series 2012-1 Class A-1 Notes or a letter, in form and substance reasonably satisfactory to it, from S&P stating that a long-term rating of “BBB+” has been assigned to the Series 2012-1 Class A-1 Notes;
(c) each Lender Party shall have received opinions of counsel, in each case dated as of the Series 2012-1 Closing Date and addressed to the Lender Parties, from White & Case LLP, as counsel to the Co-Issuers and Iconix, and such local and special counsel as the Administrative Agent shall reasonably request, dated as of the Series 2012-1 Closing Date and addressed to the Lender Parties, with respect to such matters as the Administrative Agent shall reasonably request (including, without limitation, company matters, non-consolidation matters, security interest matters relating to the Collateral, tax and no-conflicts matters, and “true contribution” matters); and
(d) at the time of such issuance, the additional conditions set forth in Schedule III and all other conditions to the issuance of the Series 2012-1 Class A-1 Notes under the Indenture shall have been satisfied or waived by such Lender Party.
Conditions to Issuance and Effectiveness. Each Lender Party will have no obligation to purchase the Series 2016-1 Class A-1 Notes hereunder on the Series 2016-1 Closing Date, and the Commitments, the Swingline Commitment and the L/C Commitment will not become effective, unless:
(a) the Base Indenture, the Series 2016-1 Supplement, the Guarantee and Collateral Agreement and the other Transaction Documents shall be in full force and effect;
(b) on the Series 2016-1 Closing Date, the Administrative Agent shall have received a letter, in form and substance reasonably satisfactory to it, from S&P stating that the Series 2016-1 Class A-1 Notes have received a rating of not less than “BBB”; and
(c) at the time of such issuance, the additional conditions set forth in Schedule III and all other conditions to the issuance of the Series 2016-1 Class A-1 Notes under the Indenture shall have been satisfied or waived.
Conditions to Issuance and Effectiveness. Each Lender Party will have no obligation to purchase the Series 2022-1 Class A-1 Notes hereunder on the Series 2022-1 Closing Date, and the Commitments and the L/C Commitment will not become effective, unless:
(a) the Base Indenture, the Series 2022-1 Supplement, the Guarantee and Collateral Agreement and the other Related Documents shall be in full force and effect;
(b) on the Series 2022-1 Closing Date, the Administrative Agent shall have received a letter, in form and substance reasonably satisfactory to it, from KBRA stating that the Series 2022-1 Class A-1 Notes have received a rating of not less than BBB;
(c) there shall be no Event of Default or Rapid Amortization Event;
(d) all fees and expenses due and payable hereunder shall have been paid;
(e) at the time of such issuance, the additional conditions set forth in Schedule III and all other conditions to the issuance of the Series 2022-1 Class A-1 Notes under the Indenture shall have been satisfied or waived; and
Conditions to Issuance and Effectiveness. Each Lender Party will have no obligation to purchase the Additional Series 2022-1 Class A-1 Notes hereunder on the Series 2022-1 Upsize Closing Date, unless:
(a) the Base Indenture, the Series 2022-1 Supplement, the Guarantee and Collateral Agreement and the other Transaction Documents shall be in full force and effect;
(b) on the Series 2022-1 Upsize Closing Date, the Administrative Agent shall have received a letter (including, without limitation, a Rating Agency Confirmation), in form and substance reasonably satisfactory to it, from KBRA stating that the Additional Series 2022-1 Class A-1 Notes have received a rating of not less than BBB;
(c) the EU/UK Risk Retention Letter shall have been duly executed and delivered by the parties thereto in form and substance satisfactory to the Administrative Agent; and
(d) at the time of such issuance, the additional conditions set forth in Schedule III and all other conditions to the issuance of the Additional Series 2022-1 Class A-1 Notes under the Indenture shall have been satisfied or waived.
Conditions to Issuance and Effectiveness. Each Investor will have no obligation to purchase the Series 2021-1 Class A-1 Notes hereunder on the Series 2021-1 Closing Date, and the Commitments will not become effective, unless:
Conditions to Issuance and Effectiveness. Each Lender Party will have no obligation to purchase the Series 2017-1 Class A-1 Notes hereunder on the Series 2017-1 Closing Date, and the Commitments, the Swingline Commitment and the L/C Commitment will not become effective, unless:
(a) the Base Indenture, the Series 2017-1 Supplement, the Guarantee and Collateral Agreement and the other Transaction Documents shall be in full force and effect;
(b) on the Series 2017-1 Closing Date, the Administrative Agents shall have received a letter, in form and substance reasonably satisfactory to it, from (i) S&P stating that the Series 2017-1 Class A-1 Notes have received a rating of not less than BBB and (ii) Kroll stating that the Series 2017-1 Class A-1 Notes have received a rating of not less than BBB+; and
(c) at the time of such issuance, the additional conditions set forth in Schedule III and all other conditions to the issuance of the Series 2017-1 Class A-1 Notes under the Indenture shall have been satisfied or waived.
