Transfer Event. The succession of TIFSAthe Parent to all of the rights and obligations of JCI under this Agreement as the Principal Borrower, and the concurrent release of (x) JCI from all of the rights and obligations under this Agreement as the Principal Borrower and (y) TIFSAthe Parent from all of the rights and obligations under this Agreement as a Parent Guarantor, shall not occur until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.05): (a) the Closing Date shall have occurred; (b) JCI and, TIFSA and the Parent shall have completed a Qualified Exchange Offer; (c) receipt by the Administrative Agent of a Principal Borrower Joinder Agreement, duly executed by TIFSAthe Parent; (d) immediately before and after the Transfer Date, no Default shall have occurred and be continuing; and (e) the Administrative Agent shall have received a certificate from an officer or a managerdirector of TIFSAthe Parent certifying to the accuracy of the conditions precedent contained in clauses (b) and (d). Upon the satisfaction (or waiver) of the conditions set forth in this Section 3.03, (x) TIFSAthe Parent shall automatically become the Principal Borrower under this Agreement, and accede to all of JCI’s rights and obligations under this Agreement in its capacity as the Principal Borrower and be released from all of the rights and obligations under this Agreement as a Parent Guarantor, (y) JCI shall automatically and without further action by any party be released from all of its obligations as, and shall cease to be, the Principal Borrower and (z) each JCI Intermediate Holding Company that is then a Parent Guarantor (if anyincluding the Parent) shall automatically and without further action by any party be released from all of its obligations as, and shall cease to be, a Parent Guarantor (the “Transfer Event”). To the extent applicable, each Luxembourg Guarantor hereby expressly accepts and confirms (including for the purposes of article 1279 of the Luxembourg civil code) that notwithstanding any assignment, substitution of debtor, subrogation, novation or other transfer made by JCI, in its capacity as Principal Borrower, in accordance with the provisions of this Agreement, the guarantee given by such Luxembourg Guarantor under this Agreement shall be preserved and shall continue to guarantee any present and/or future (as applicable) liabilities incurred under this Agreement by JCI and TIFSA, each in its respective capacity as the previous Principal Borrower and the new Principal Borrower.
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Sources: Credit Agreement (Johnson Controls International PLC)
Transfer Event. The succession of TIFSAthe Parent TIFSA to all of the rights and obligations of JCI under this Agreement as the Principal Borrower, and the concurrent release of (x) JCI from all of the rights and obligations under this Agreement as the Principal Borrower and (y) TIFSAthe Parent TIFSA from all of the rights and obligations under this Agreement as a Parent Guarantor, shall not occur until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.05):
(a) the Closing Date shall have occurred;
(b) JCI and, and TIFSA and the Parent shall have completed a Qualified Exchange Offer;
(c) receipt by the Administrative Agent of a Principal Borrower Joinder Agreement, duly executed by TIFSAthe ParentTIFSA;
(d) immediately before and after the Transfer Date, no Default shall have occurred and be continuing; and
(e) the Administrative Agent shall have received a certificate from an officer or a managerdirector manager of TIFSAthe Parent TIFSA certifying to the accuracy of the conditions precedent contained in clauses (b) and (d). Upon the satisfaction (or waiver) of the conditions set forth in this Section 3.03, (x) TIFSAthe Parent TIFSA shall automatically become the Principal Borrower under this Agreement, and accede to all of JCI’s rights and obligations under this Agreement in its capacity as the Principal Borrower and be released from all of the rights and obligations under this Agreement as a Parent Guarantor, (y) JCI shall automatically and without further action by any party be released from all of its obligations as, and shall cease to be, the Principal Borrower and (z) each JCI Intermediate Holding Company that is then a Parent Guarantor (if anyincluding the Parentany) shall automatically and without further action by any party be released from all of its obligations as, and shall cease to be, a Parent Guarantor (the “Transfer Event”). To the extent applicable, each Luxembourg Guarantor hereby expressly accepts and confirms (including for the purposes of article 1279 of the Luxembourg civil code) that notwithstanding any assignment, substitution of debtor, subrogation, novation or other transfer made by JCI, in its capacity as Principal Borrower, in accordance with the provisions of this Agreement, the guarantee given by such Luxembourg Guarantor under this Agreement shall be preserved and shall continue to guarantee any present and/or future (as applicable) liabilities incurred under this Agreement by JCI and TIFSA, each in its respective capacity as the previous Principal Borrower and the new Principal Borrower.
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