Common use of Conditions to Issuance and Effectiveness Clause in Contracts

Conditions to Issuance and Effectiveness. Each Lender Party will have no obligation to purchase the Series 2019-3 Class A-1 Notes hereunder on the Series 2019-3 Closing Date, and the Commitments, the Swingline Commitment and the L/C Commitment will not become effective, unless: (a) the Base Indenture, the Series 2019-3 Supplement, the Guarantee and Collateral Agreement and the other Transaction Documents shall be in full force and effect; (b) on the Series 2019-3 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- (sf)” and (ii) a letter from KBRA stating that the Notes have received rating of not less than “BBB- (sf)”; (c) that certain risk retention letter agreement from the U.S. Manager, dated as of the Series 2019-3 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 (other than with respect to the condition subsequent set forth in the proviso to clause (b) of Schedule III) and all other conditions to the issuance of the Series 2019-3 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 20192022-3 1 Class A-1 Notes hereunder on the Series 20192022-3 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 20192022-3 1 Supplement, the Guarantee and Collateral Global G&C Agreement and the other Transaction Related Documents shall be in full force and effect; (b) on the Series 20192022-3 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- (sf)” and (ii) a letter from KBRA stating that the Notes have received rating of not less than “BBB- (sf)BBB+”; (c) that certain risk retention letter agreement from the U.S. ManagerDomino’s Pizza International LLC, dated as of the Series 20192022-3 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 (other than with respect to the condition subsequent set forth in the proviso to clause (b) of Schedule III) and all other conditions to the issuance of the Series 20192022-3 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 20192020-3 1 Class A-1 Notes hereunder on the Series 20192020-3 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 20192020-3 1 Supplement, the Guarantee and Collateral Agreement and the other Transaction Documents shall be in full force and effect; (b) on the Series 20192020-3 1 Closing Date, the Administrative Agent shall have received a letter, in form and substance reasonably satisfactory to it, from S&P KBRA stating that the Series 2020-1 Class A-1 Notes have received a rating of not less than “BBB- (sf)” and (ii) a letter from KBRA stating that the Notes have received rating of not less than “BBB- (sf)”BBB; (c) that certain risk retention letter agreement from the U.S. Manager, Parent dated as of the Series 20192020-3 1 Closing Date, 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 (other than with respect to the condition subsequent set forth in the proviso to clause (b) of Schedule III) and all other conditions to the issuance of the Series 20192020-3 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 20192025-3 1 Class A-1 Notes hereunder on the Series 20192025-3 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 20192025-3 1 Supplement, the Guarantee and Collateral Agreement and the other Transaction Related Documents shall be in full force and effect; (b) on the Series 20192025-3 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 long-term rating of not less than at least “BBB- (sf)BBB+” and (ii) a letter from KBRA stating that has been assigned to the Notes have received rating of not less than “BBB- (sf)”Series 2025-1 Class A-1 Notes; (c) that certain risk retention letter agreement from the U.S. ManagerDomino’s Pizza International LLC, dated as of the Series 20192025-3 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 (other than with respect to the condition subsequent set forth in the proviso to clause (b) of Schedule III) hereto and all other conditions to the issuance of the Series 20192025-3 1 Class A-1 Notes under the Indenture shall have been satisfied or waivedwaived by such Lender Party.

Conditions to Issuance and Effectiveness. Each Lender Party will have no obligation to purchase the Series 2019-3 1 Class A-1 Notes hereunder on the Series 2019-3 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 2019-3 1 Supplement, the Guarantee and Collateral Agreement and the other Transaction Documents shall be in full force and effect; (b) on the Series 2019-3 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 2019-1 Class A-1 Notes have received a rating of not less than “BBB- (sf)” and (ii) a letter from KBRA stating that the Notes have received rating of not less than “BBB- (sf)”BBB; (c) that at the time of such issuance, the additional conditions set forth in Schedule III 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; and (d) the certain risk retention letter agreement from the U.S. Manager, dated as of the Series 2019-3 1 Closing Date, 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 (other than with respect to the condition subsequent set forth in the proviso to clause (b) of Schedule III) and all other conditions to the issuance of the Series 2019-3 1 Class A-1 Notes under the Indenture shall have been satisfied or waivedAdministrative Agent.

Conditions to Issuance and Effectiveness. Each Lender Party will have no obligation to purchase the Series 20192022-3 1 Class A-1 Notes hereunder on the Series 2019-3 Closing Date, and the Commitments, the Swingline Commitment and the L/C Commitment will not become effective, unless: (a) the Base Indenture, the Series 20192022-3 1 Supplement, the Guarantee and Collateral Agreement and the other Transaction Related Documents (including all amendments thereto and/or all amendments and restatements thereof being effected as of the Expected Closing Date) shall be in full force and effect; (b) on the Series 2019-3 Closing Date, the Administrative Agent shall have received a letter, in form and substance reasonably satisfactory to it, from S&P and KBRA, respectively, stating that the Notes have received a long-term rating of not less than “BBB- BBB” (sf)with respect to KBRA) or “BBB-” and (iiwith respect to S&P) a letter from KBRA stating that has been assigned to the Notes have received rating of not less than “BBB- (sf)”Series 2022-1 Class A-1 Notes; (c) that certain risk retention letter agreement from the U.S. Manager, dated as of the Series 2019-3 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 (other than with respect to the condition subsequent set forth in the proviso to clause (b) of Schedule III) hereto and all other conditions to the issuance of the Series 20192022-3 1 Class A-1 Notes under the Indenture shall have been satisfied or waivedwaived by such Lender Party.