Common use of Notes to Rank Pari Passu Clause in Contracts

Notes to Rank Pari Passu. (a) The Notes and all other obligations under this Agreement of the Company are and at all times shall rank at least pari passu in right of payment with all other present and future unsecured Senior Indebtedness of the Company which is not expressed to be subordinate or junior in rank to any other unsecured Senior Indebtedness of the Company. (b) Without limiting clause (a) above, if at any time and from time to time, any Principal Debt Facility while the same remains in existence becomes secured by a Lien on any assets of the Company or any of its Subsidiaries (“Previously Unsecured Debt”), then the Company will, and will cause each of its Subsidiaries that has provided any such Lien to, concurrently grant to and for the benefit of the holders of the Notes a similar Lien ranking pari passu with the Lien provided to or for the benefit of the Previously Unsecured Debt, over the same assets of the Company or such Subsidiary as are encumbered under such Lien securing such Previously Unsecured Debt, under documents in form and substance reasonably satisfactory to the Required Holders with such Lien to be the subject of an intercreditor agreement among the lenders under the Previously Unsecured Debt and the holders of Notes, which shall be reasonably satisfactory in form and substance to the Required Holders. (c) The holders of the Notes acknowledge and agree that any Lien securing the Notes pursuant to the foregoing clause (b) shall be automatically discharged and released pursuant to the written request, and at the expense, of the Company, provided that (i) any Lien securing the associated Previously Unsecured Debt referenced in the foregoing clause (b) has been released and discharged, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge and (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists.

Notes to Rank Pari Passu. (a) The Notes and all other obligations under this Agreement of the Company are and at all times shall rank at least pari passu in right of payment with all other present and future unsecured Senior Indebtedness of the Company which is not expressed to be subordinate or junior in rank to any other unsecured Senior Indebtedness of the Company. (b) Without limiting clause (a) above, if at any time and from time to time, any Principal Debt Facility while the same remains in existence becomes secured by a Lien on any assets of the Parent Guarantor, the Company or any of its their Subsidiaries (“Previously Unsecured Debt”), then the Parent Guarantor and the Company will, and will cause each of its their Subsidiaries that has provided any such Lien to, concurrently grant to and for the benefit of the holders of the Notes a similar Lien ranking pari passu with the Lien provided to or for the benefit of the Previously Unsecured Debt, over the same assets of the Parent Guarantor, the Company or such Subsidiary as are encumbered under such Lien securing such Previously Unsecured Debt, under documents in form and substance reasonably satisfactory to the Required Holders with such Lien to be the subject of an intercreditor agreement among the lenders under the Previously Unsecured Debt and the holders of Notes, which shall be reasonably satisfactory in form and substance to the Required Holders.. Agree Limited Partnership Uncommitted Master Note Facility (c) The holders of the Notes acknowledge and agree that any Lien securing the Notes pursuant to the foregoing clause (b) shall be automatically discharged and released pursuant to the written request, and at the expense, of the Company, provided that (i) any Lien securing the associated Previously Unsecured Debt referenced in the foregoing clause (b) has been released and discharged, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge and (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists.

Notes to Rank Pari Passu. (a) The Notes and all other obligations under this Agreement of the Company are and at all times shall rank at least pari passu in right of payment with all other present and future unsecured Senior Indebtedness of the Company which is not expressed to be subordinate or junior in rank to any other unsecured Senior Indebtedness of the Company.. Agree Limited Partnership Note Purchase Agreement (b) Without limiting clause (a) above, if at any time and from time to time, any Principal Debt Facility while the same remains in existence becomes secured by a Lien on any assets of the Parent Guarantor, the Company or any of its their Subsidiaries (“Previously Unsecured Debt”), then the Parent Guarantor and the Company will, and will cause each of its their Subsidiaries that has provided any such Lien to, concurrently grant to and for the benefit of the holders of the Notes a similar Lien ranking pari passu with the Lien provided to or for the benefit of the Previously Unsecured Debt, over the same assets of the Parent Guarantor, the Company or such Subsidiary as are encumbered under such Lien securing such Previously Unsecured Debt, under documents in form and substance reasonably satisfactory to the Required Holders with such Lien to be the subject of an intercreditor agreement among the lenders under the Previously Unsecured Debt and the holders of Notes, which shall be reasonably satisfactory in form and substance to the Required Holders. (c) The holders of the Notes acknowledge and agree that any Lien securing the Notes pursuant to the foregoing clause (b) shall be automatically discharged and released pursuant to the written request, and at the expense, of the Company, provided that (i) any Lien securing the associated Previously Unsecured Debt referenced in the foregoing clause (b) has been released and discharged, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge and (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists.

Notes to Rank Pari Passu. (a) The Notes and all other obligations under this Agreement of the Company are and at all times shall rank at least pari passu in right of payment with all other present and future unsecured Senior Indebtedness (actual or contingent) of the Company which is not expressed to be subordinate or junior in rank to any other unsecured Senior Indebtedness of the Company.. Essex Portfolio, L.P. Note Purchase Agreement (b) Without limiting clause (a) above, if at any time and from time to time, any Principal Debt Facility while the same remains in existence becomes secured by a Lien an Encumbrance on any assets of the Company or any of its Subsidiaries (“Previously Unsecured Debt”), then the Company will, and will cause each of its Subsidiaries that has provided any such Lien Encumbrance to, concurrently grant to and for the benefit of the holders of the Notes a similar Lien Encumbrance ranking pari passu with the Lien Encumbrance provided to or for the benefit of the Previously Unsecured Debt, over the same assets of the Company or such Subsidiary as are encumbered under such Lien Encumbrance securing such Previously Unsecured Debt, under documents in form and substance reasonably satisfactory to the Required Holders with such Lien Encumbrance to be the subject of an intercreditor agreement among the lenders under the Previously Unsecured Debt and the holders of Notes, which shall be reasonably satisfactory in form and substance to the Required Holders. (c) The holders of the Notes acknowledge and agree that any Lien Encumbrance securing the Notes pursuant to the foregoing clause (b) shall be automatically discharged and released pursuant to the written request, and at the expense, of the Company, provided that (i) any Lien Encumbrance securing the associated Previously Unsecured Debt referenced in the foregoing clause (b) has have been released and discharged, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge and (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists.

Notes to Rank Pari Passu. (a) The Notes and all other obligations under this Agreement of the Company are and at all times shall rank at least pari passu in right of payment with all other present and future unsecured Senior Indebtedness (actual or contingent) of the Company which is not expressed to be subordinate or junior in rank to any other unsecured Senior Indebtedness of the Company. (b) Without limiting clause (a) above, if at any time and from time to time, any Principal Debt Facility while the same remains in existence becomes secured by a Lien an Encumbrance on any assets of the Company or any of its Subsidiaries (“Previously Unsecured Debt”), then the Company will, and will cause each of its Subsidiaries that has provided any such Lien Encumbrance to, concurrently grant to and for the benefit of the holders of the Notes a similar Lien Encumbrance ranking pari passu with the Lien Encumbrance provided to or for the benefit of the Previously Unsecured Debt, over the same assets of the Company or such Subsidiary as are encumbered under such Lien Encumbrance securing such Previously Unsecured Debt, under documents in form and substance reasonably satisfactory to the Required Holders with such Lien Encumbrance to be the subject of an intercreditor agreement among the lenders under the Previously Unsecured Debt and the holders of Notes, which shall be reasonably satisfactory in form and substance to the Required Holders. (c) The holders of the Notes acknowledge and agree that any Lien Encumbrance securing the Notes pursuant to the foregoing clause (b) shall be automatically discharged and released pursuant to the written request, and at the expense, of the Company, provided that (i) any Lien Encumbrance securing the associated Previously Unsecured Debt referenced in the foregoing clause (b) has been released and discharged, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge and (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists.

Notes to Rank Pari Passu. (a) The Notes and all other obligations under this Agreement of the Company are and at all times shall rank at least pari passu in right of payment with all other present and future unsecured Senior Indebtedness (actual or contingent) of the Company which is not expressed to be subordinate or junior in rank to any other unsecured Senior Indebtedness of the Company. (b) Without limiting clause (a) above, if at any time and from time to time, any Principal Debt Facility while the same remains in existence becomes secured by a Lien an Encumbrance on any assets of the Company or any of its Subsidiaries (“"Previously Unsecured Debt”"), then the Company will, and will cause each of its Subsidiaries that has provided any such Lien Encumbrance to, concurrently grant to and for the benefit of the holders of the Notes a similar Lien Encumbrance ranking pari passu with the Lien Encumbrance provided to or for the benefit of the Previously Unsecured Debt, over the same assets of the Company or such Subsidiary as are encumbered under such Lien Encumbrance securing such Previously Unsecured Debt, under documents in form and substance reasonably satisfactory to the Required Holders with such Lien Encumbrance to be the subject of an intercreditor agreement among the lenders under the Previously Unsecured Debt and the holders of Notes, which shall be reasonably satisfactory in form and substance to the Required Holders.. Essex Portfolio, L.P. Note Purchase Agreement (c) The holders of the Notes acknowledge and agree that any Lien Encumbrance securing the Notes pursuant to the foregoing clause (b) shall be automatically discharged and released pursuant to the written request, and at the expense, of the Company, provided that (i) any Lien Encumbrance securing the associated Previously Unsecured Debt referenced in the foregoing clause (b) has have been released and discharged, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge and (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists.

Notes to Rank Pari Passu. (a) The Notes and all other obligations under this Agreement of the Company are and at all times shall rank at least pari passu in right of payment with all other present and future unsecured Senior Indebtedness (actual or contingent) of the Company which is not expressed to be subordinate or junior in rank to any other unsecured Senior Indebtedness of the Company. (b) Without limiting clause (a) above, if at any time and from time to time, any Principal Debt Facility while the same remains in existence becomes secured by a Lien an Encumbrance on any assets of the Company or any of its Subsidiaries (“Previously Unsecured Debt”), then the Company will, and will cause each of its Subsidiaries that has provided any such Lien Encumbrance to, concurrently grant to and for the benefit of the holders of the Notes a similar Lien Encumbrance ranking pari passu with the Lien Encumbrance provided to or for the benefit of the Previously Unsecured Debt, over the same assets of the Company or such Subsidiary as are encumbered under such Lien Encumbrance securing such Previously Unsecured Debt, under documents in form and substance reasonably satisfactory to the Required Holders with such Lien Encumbrance to be the subject of an intercreditor agreement among the lenders under the Previously Unsecured Debt and the holders of Notes, which shall be reasonably satisfactory in form and substance to the Required Holders. (c) The holders of the Notes acknowledge and agree that any Lien Encumbrance securing the Notes pursuant to the foregoing clause (b) shall be automatically discharged and released pursuant to the written request, and at the expense, of the Company, provided that (i) any Lien Encumbrance securing the associated Previously Unsecured Debt referenced in the foregoing clause (b) has have been released and discharged, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge and (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists.

Notes to Rank Pari Passu. (a) The Notes and all other obligations under this Agreement of the Company are and at all times shall rank at least pari passu in right of payment with all other present and future unsecured Senior Indebtedness (actual or contingent) of the Company which is not expressed to be subordinate or junior in rank to any other unsecured Senior Indebtedness of the Company. (b) Without limiting clause (a) above, if at any time and from time to time, any Principal Debt Facility while the same remains in existence becomes secured by a Lien an Encumbrance on any assets of the Company or any of its Subsidiaries (“Previously Unsecured Debt”), then the Company will, and will cause each of its Subsidiaries that has provided any such Lien Encumbrance to, concurrently grant to and for the benefit of the holders of the Notes a similar Lien Encumbrance ranking pari passu with the Lien Encumbrance provided to or for the benefit of the Previously Unsecured Debt, over the same assets of the Company or such Subsidiary as are encumbered under such Lien Encumbrance securing such Previously Unsecured Debt, under documents in form and substance reasonably satisfactory to the Required Holders with such Lien Encumbrance to be the subject of an intercreditor agreement among the lenders under the Previously Unsecured Debt and the holders of Notes, which shall be reasonably satisfactory in form and substance to the Required Holders.. Xxx-Xxxxxxx Xxxxxxxxxx, X.X. Note Purchase Agreement (c) The holders of the Notes acknowledge and agree that any Lien Encumbrance securing the Notes pursuant to the foregoing clause (b) shall be automatically discharged and released pursuant to the written request, and at the expense, of the Company, provided that (i) any Lien Encumbrance securing the associated Previously Unsecured Debt referenced in the foregoing clause (b) has have been released and discharged, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge and (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists.

Notes to Rank Pari Passu. (a) The Notes and all other obligations under this Agreement of the Company are and at all times shall rank at least pari passu in right of payment with all other present and future unsecured Senior Indebtedness of the Company which is not expressed to be subordinate or junior in rank to any other unsecured Senior Indebtedness of the Company. (b) Without limiting clause (a) above, if at any time and from time to time, any Principal Debt Facility while the same remains in existence becomes secured by a Lien on any assets of the Company or any of its Subsidiaries (“Previously Unsecured Debt”), then the Company will, and will cause each of its Subsidiaries that has provided any such Lien to, concurrently grant to and for the benefit of the holders of the Notes a similar Lien ranking pari passu with the Lien provided to or for the benefit of the Previously Unsecured Debt, over the same assets of the Company or such Subsidiary as are encumbered under such Lien securing such Previously Unsecured Debt, under documents in form and substance reasonably satisfactory to the Required Holders with such Lien to be the subject of an intercreditor agreement among the lenders under the Previously Unsecured Debt and the holders of Notes, which shall be reasonably satisfactory in form and substance to the Required Holders.. Agree Limited Partnership Note Purchase Agreement (c) The holders of the Notes acknowledge and agree that any Lien securing the Notes pursuant to the foregoing clause (b) shall be automatically discharged and released pursuant to the written request, and at the expense, of the Company, provided that (i) any Lien securing the associated Previously Unsecured Debt referenced in the foregoing clause (b) has been released and discharged, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge and (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists.

Notes to Rank Pari Passu. (a) The Notes and all other obligations under this Agreement of the Company are and at all times shall rank at least pari passu in right of payment with all other present and future unsecured Senior Indebtedness of the Company which is not expressed to be subordinate or junior in rank to any other unsecured Senior Indebtedness of the Company. (b) Without limiting clause (a) above, if at any time and from time to time, any Principal Debt Facility while the same remains in existence becomes secured by a Lien on any assets of the Parent Guarantor, the Company or any of its their Subsidiaries (( “Previously Unsecured Debt”), then the Parent Guarantor and the Company will, and will cause each of its their Subsidiaries that has provided any such Lien to, concurrently grant to and for the benefit of the holders of the Notes a similar Lien ranking pari passu with the Lien provided to or for the benefit of the Previously Unsecured Debt, over the same assets of the Parent Guarantor, the Company or such Subsidiary as are encumbered under such Lien securing such Previously Unsecured Debt, under documents in form and substance reasonably satisfactory to the Required Holders with such Lien to be the subject of an intercreditor agreement among the lenders under the Previously Unsecured Debt and the holders of Notes, which shall be reasonably satisfactory in form and substance to the Required Holders.the (c) The holders of the Notes acknowledge and agree that any Lien securing the Notes pursuant to the foregoing clause (b) shall be automatically discharged and released pursuant to the written request, and at the expense, of the Company, provided that (i) any Lien securing the associated Previously Unsecured Debt referenced in the foregoing clause (b) has been released and discharged, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge and (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists.