Common use of Pari Passu Intercreditor Agreements Clause in Contracts

Pari Passu Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks and the other Secured Parties acknowledges that obligations of the Loan Parties under any Permitted Pari Passu Refinancing Securities may be secured by Liens on assets of the Loan Parties that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, (i) from time to time upon the request of the Company, in connection with the issuance of any Permitted Pari Passu Refinancing Securities, any Pari Passu Intercreditor Agreement (it being understood that the Administrative Agent is hereby authorized and directed to determine the terms and conditions of any such agreement as contemplated by the definition of the term “Pari Passu Intercreditor Agreement”), and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under any Pari Passu Intercreditor Agreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Pari Passu Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Pari Passu Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section or in accordance with the terms of any Pari Passu Intercreditor Agreement and (iv) authorizes and directs the Administrative Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Pari Passu Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any issuance, amendment, extension, renewal, refinancing or replacement of any Permitted Pari Passu Refinancing Securities, (ii) to confirm for any party that such Pari Passu Intercreditor Agreement is effective and binding upon the Administrative Agent on behalf of the Secured Parties and (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute a Pari Passu Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Pari Passu Intercreditor Agreement. (e) The Administrative Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section or in accordance with the terms of any Pari Passu Intercreditor Agreement to the full extent thereof.

Pari Passu Intercreditor Agreements. (a) Each of the Lenders, the Issuing Banks and the other Secured Parties acknowledges that obligations of the Loan Parties under any Permitted Pari Passu Refinancing Securities may be secured by Liens on assets of the Loan Parties that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, (i) from time to time upon the request of the Company, in connection with the issuance of any Permitted Pari Passu Refinancing Securities, any Pari Passu Intercreditor Agreement (it being understood that the Administrative Agent is hereby authorized and directed to determine the terms and conditions of any such agreement as contemplated by the definition of the term “Pari Passu Intercreditor Agreement”), ) and (ii) any documents relating thereto. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably (i) consents to the treatment of Liens to be provided for under any Pari Passu Intercreditor Agreement, (ii) agrees that, upon the execution and delivery thereof, such Secured Party will be bound by the provisions of any Pari Passu Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of any Pari Passu Intercreditor Agreement, (iii) agrees that no Secured Party shall have any right of action whatsoever against the Administrative Agent as a result of any action taken by the Administrative Agent pursuant to this Section or in accordance with the terms of any Pari Passu Intercreditor Agreement and (iv) authorizes and directs the Administrative Agent to carry out the provisions and intent of each such document. (c) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Pari Passu Intercreditor Agreement that the Borrower Borrowers may from time to time request (i) to give effect to any issuance, amendment, extension, renewal, refinancing or replacement of any Permitted Pari Passu Refinancing Securities, (ii) to confirm for any party that such Pari Passu Intercreditor Agreement is effective and binding upon the Administrative Agent on behalf of the Secured Parties and (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute a Pari Passu Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Pari Passu Intercreditor Agreement. (e) The Administrative Agent shall have the benefit of the provisions of Article VIII with respect to all actions taken by it pursuant to this Section or in accordance with the terms of any Pari Passu Intercreditor Agreement to the full extent thereof.

Pari Passu Intercreditor Agreements. (a) Each of The Liens securing Obligations or any Guarantees thereof shall cease, for any reason, to rank pari passu to the Lenders, Liens securing the Issuing Banks and First Lien Notes Obligations as provided in the other Secured Parties acknowledges that obligations of the Loan Parties under any Permitted Pari Passu Refinancing Securities may be secured by Liens on assets of Intercreditor Agreement and/or the Loan Parties that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, (i) from time to time upon the request of the Company, in connection with the issuance of any Permitted Pari Passu Refinancing Securities, any Pulitzer Pari Passu Intercreditor Agreement (it being understood that once in effect) or the Administrative Agent is hereby authorized and directed Pari Passu Intercreditor Agreement and/or the Pulitzer Pari Passu Intercreditor Agreement (once in effect) or any provision thereof shall cease to determine be in full force or effect, or the terms and conditions Borrower, any Subsidiary of the Borrower or any Person acting for or on behalf of the Borrower or any Subsidiary of the Borrower shall deny or disaffirm the Borrower’s or such Subsidiary’s obligations under the Pari Passu Intercreditor Agreement and/or the Pulitzer Pari Passu Intercreditor Agreement (once in effect) or the Borrower or any of its Subsidiaries shall default in the due performance or observance of any such term, covenant or agreement on its part to be performed or observed pursuant to the Pari Passu Intercreditor Agreement and/or the Pulitzer Pari Passu Intercreditor Agreement (once in effect); (b) The Priority Payment Lien Obligations shall cease, for any reason, to be provided the payment priority as contemplated by provided in the definition of Pari Passu Intercreditor Agreement and/or the term “Pulitzer Pari Passu Intercreditor Agreement”; then, and in any such event, and at any time thereafter, (A) if any Event of Default shall then be continuing (other than from a breach of Section 10.09), the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party and subject in all cases to the Pari Passu Intercreditor Agreement (provided that, if an Event of Default specified in Section 11.05 shall occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i) and (ii) below shall occur automatically without the giving of any documents relating thereto. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably such notice): (i) consents to declare the treatment Total Commitment terminated, whereupon all Commitments of Liens to be provided for under each Lender shall forthwith terminate immediately and any Pari Passu Intercreditor Agreement, Commitment Fee shall forthwith become due and payable without any other notice of any kind; (ii) agrees thatdeclare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, upon whereupon the execution same shall become, forthwith due and delivery thereofpayable without presentment, such Secured Party will be bound by the provisions demand, protest or other notice of any Pari Passu Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions kind, all of any Pari Passu Intercreditor Agreement, which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the Borrower to pay (and the Borrower agrees that no Secured Party shall have upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.05 with respect to the Borrower, it will pay) to the Collateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of allin respect of the Letters of Credit issued for the account of the Borrower and then outstanding in accordance with Section 3.08; (v) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents; and (vi) apply any right of action whatsoever against the Administrative Agent as a result of any action taken cash collateral held by the Administrative Agent pursuant to this Section or in accordance with 5.02 to the terms repayment of the Obligations and (B) if any Event of Default shall then be continuing from a breach of Section 10.09, (X) the Administrative Agent, upon the written request of the Majority Lenders under the Revolving Facility, shall by written notice to the Borrower, declare the Revolving Loan Commitments terminated, whereupon all Revolving Loan Commitments of each Lender shall forthwith terminate immediately and any Commitment Fee shall forthwith become due and payable without any other notice of any Pari Passu Intercreditor Agreement kind and (ivY) authorizes subject to the proviso in Section 11.03 above and directs the expiration of the Term Loan Standstill Period (if applicable), the Administrative Agent to carry out Agent, upon the provisions and intent of each such document. (c) Each written request of the LendersMajority Lenders under the Term Loan Facility, shall, by written notice to the Issuing Banks Borrower, declare the Term Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Pari Passu Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any issuance, amendment, extension, renewal, refinancing or replacement of any Permitted Pari Passu Refinancing Securities, (ii) to confirm for any party that such Pari Passu Intercreditor Agreement is effective and binding upon the Administrative Agent on behalf of the Secured Parties and (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute a Pari Passu Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Pari Passu Intercreditor Agreement. (e) The Administrative Agent shall have the benefit of the provisions of Article VIII CreditLoan Documents with respect to all actions taken by it pursuant the Term Loan Facility to this Section or in accordance with be due and payable forthwith, whereupon the terms of any Pari Passu Intercreditor Agreement to the full extent thereofsame shall immediately become due and payable.

Pari Passu Intercreditor Agreements. (a) Each of The Liens securing Obligations or any Guarantees thereof shall cease, for any reason, to rank pari passu to the Lenders, Liens securing the Issuing Banks and First Lien Notes Obligations as provided in the other Secured Parties acknowledges that obligations of the Loan Parties under any Permitted Pari Passu Refinancing Securities may be secured by Liens on assets of Intercreditor Agreement and/or the Loan Parties that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, (i) from time to time upon the request of the Company, in connection with the issuance of any Permitted Pari Passu Refinancing Securities, any Pulitzer Pari Passu Intercreditor Agreement (it being understood that once in effect) or the Administrative Agent is hereby authorized and directed Pari Passu Intercreditor Agreement and/or the Pulitzer Pari Passu Intercreditor Agreement (once in effect) or any provision thereof shall cease to determine be in full force or effect, or the terms and conditions Borrower, any Subsidiary of the Borrower or any Person acting for or on behalf of the Borrower or any Subsidiary of the Borrower shall deny or disaffirm the Borrower’s or such Subsidiary’s obligations under the Pari Passu Intercreditor Agreement and/or the Pulitzer Pari Passu Intercreditor Agreement (once in effect) or the Borrower or any of its Subsidiaries shall default in the due performance or observance of any such term, covenant or agreement on its part to be performed or observed pursuant to the Pari Passu Intercreditor Agreement and/or the Pulitzer Pari Passu Intercreditor Agreement (once in effect); (b) The Priority Payment Lien Obligations shall cease, for any reason, to be provided the payment priority as contemplated by provided in the definition of Pari Passu Intercreditor Agreement and/or the term “Pulitzer Pari Passu Intercreditor Agreement”; then, and in any such event, and at any time thereafter, (A) if any Event of Default shall then be continuing (other than from a breach of Section 10.09), the Administrative Agent, upon the written request of the Required Lenders, shall by writ-ten notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party and subject in all cases to the Pari Passu Intercreditor Agreement (provided that, if an Event of Default specified in Section 11.05 shall occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i) and (ii) below shall occur automatically without the giving of any documents relating thereto. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably such notice): (i) consents to declare the treatment Total Commitment terminated, whereupon all Commitments of Liens to be provided for under each Lender shall forthwith terminate immediately and any Pari Passu Intercreditor Agreement, Commitment Fee shall forthwith become due and payable without any other notice of any kind; (ii) agrees thatdeclare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, upon whereupon the execution same shall become, forthwith due and delivery thereofpayable without presentment, such Secured Party will be bound by the provisions demand, protest or other notice of any Pari Passu Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions kind, all of any Pari Passu Intercreditor Agreement, which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the Borrower to pay (and the Borrower agrees that no Secured Party shall have upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.05 with respect to the Borrower, it will pay) to the Collateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and then outstanding; (v) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents; and (vi) apply any right of action whatsoever against the Administrative Agent as a result of any action taken cash collateral held by the Administrative Agent pursuant to this Section or in accordance with 5.02 to the terms repayment of the Obligations and (B) if any Event of Default shall then be continuing from a breach of Section 10.09, (X) the Administrative Agent, upon the written request of the Majority Lenders under the Revolving Facility, shall by written notice to the Borrower, declare the Revolving Loan Commitments terminated, whereupon all Revolving Loan Commitments of each Lender shall forthwith terminate immediately and any Commitment Fee shall forthwith become due and payable without any other notice of any Pari Passu Intercreditor Agreement kind and (ivY) authorizes subject to the proviso in Section 11.03 above and directs the expiration of the Term Loan Standstill Period (if applicable), the Administrative Agent to carry out Agent, upon the provisions and intent of each such document. (c) Each written request of the LendersMajority Lenders under the Term Loan Facility, shall, by written notice to the Issuing Banks Borrower, declare the Term Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Pari Passu Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any issuance, amendment, extension, renewal, refinancing or replacement of any Permitted Pari Passu Refinancing Securities, (ii) to confirm for any party that such Pari Passu Intercreditor Agreement is effective and binding upon the Administrative Agent on behalf of the Secured Parties and (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute a Pari Passu Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Pari Passu Intercreditor Agreement. (e) The Administrative Agent shall have the benefit of the provisions of Article VIII Credit Documents with respect to all actions taken by it pursuant the Term Loan Facility to this Section or in accordance with be due and payable forthwith, whereupon the terms of any Pari Passu Intercreditor Agreement to the full extent thereofsame shall immediately become due and payable.

Pari Passu Intercreditor Agreements. (a) Each of The Liens securing Obligations or any Guarantees thereof shall cease, for any reason, to rank pari passu to the Lenders, Liens securing the Issuing Banks and First Lien Notes Obligations as provided in the other Secured Parties acknowledges that obligations of the Loan Parties under any Permitted Pari Passu Refinancing Securities may be secured by Liens on assets of Intercreditor Agreement and/or the Loan Parties that constitute Collateral. Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, (i) from time to time upon the request of the Company, in connection with the issuance of any Permitted Pari Passu Refinancing Securities, any Pulitzer Pari Passu Intercreditor Agreement (it being understood that once in effect) or the Administrative Agent is hereby authorized and directed Pari Passu Intercreditor Agreement and/or the Pulitzer Pari Passu Intercreditor Agreement (once in effect) or any provision thereof shall cease to determine be in full force or effect, or the terms and conditions Borrower, any Subsidiary of the Borrower or any Person acting for or on behalf of the Borrower or any Subsidiary of the Borrower shall deny or disaffirm the Borrower’s or such Subsidiary’s obligations under the Pari Passu Intercreditor Agreement and/or the Pulitzer Pari Passu Intercreditor Agreement (once in effect) or the Borrower or any of its Subsidiaries shall default in the due performance or observance of any such term, covenant or agreement on its part to be performed or observed pursuant to the Pari Passu Intercreditor Agreement and/or the Pulitzer Pari Passu Intercreditor Agreement (once in effect); (b) The Priority Payment Lien Obligations shall cease, for any reason, to be provided the payment priority as contemplated by provided in the definition of Pari Passu Intercreditor Agreement and/or the term “Pulitzer Pari Passu Intercreditor Agreement”; then, and in any such event, and at any time thereafter, (A) if any Event of Default shall then be continuing (other than from a breach of Section 10.09), the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party and subject in all cases to the Pari Passu Intercreditor Agreement (provided that, if an Event of Default specified in Section 11.05 shall occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i) and (ii) below shall occur automatically without the giving of any documents relating thereto. (b) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably such notice): (i) consents to declare the treatment Total Commitment terminated, whereupon all Commitments of Liens to be provided for under each Lender shall forthwith terminate immediately and any Pari Passu Intercreditor Agreement, Commitment Fee shall forthwith become due and payable without any other notice of any kind; (ii) agrees thatdeclare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, upon whereupon the execution same shall become, forthwith due and delivery thereofpayable without presentment, such Secured Party will be bound by the provisions demand, protest or other notice of any Pari Passu Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions kind, all of any Pari Passu Intercreditor Agreement, which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the Borrower to pay (and the Borrower agrees that no Secured Party shall have upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.05 with respect to the Borrower, it will pay) to the Collateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and then outstanding; (v) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents; and (vi) apply any right of action whatsoever against the Administrative Agent as a result of any action taken cash collateral held by the Administrative Agent pursuant to this Section or in accordance with 5.02 to the terms repayment of the Obligations and (B) if any Event of Default shall then be continuing from a breach of Section 10.09, (X) the Administrative Agent, upon the written request of the Majority Lenders under the Revolving Facility, shall by written notice to the Borrower, declare the Revolving Loan Commitments terminated, whereupon all Revolving Loan Commitments of each Lender shall forthwith terminate immediately and any Commitment Fee shall forthwith become due and payable without any other notice of any Pari Passu Intercreditor Agreement kind and (ivY) authorizes subject to the proviso in Section 11.03 above and directs the expiration of the Term Loan Standstill Period (if applicable), the Administrative Agent to carry out Agent, upon the provisions and intent of each such document. (c) Each written request of the LendersMajority Lenders under the Term Loan Facility, shall, by written notice to the Issuing Banks Borrower, declare the Term Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Pari Passu Intercreditor Agreement that the Borrower may from time to time request (i) to give effect to any issuance, amendment, extension, renewal, refinancing or replacement of any Permitted Pari Passu Refinancing Securities, (ii) to confirm for any party that such Pari Passu Intercreditor Agreement is effective and binding upon the Administrative Agent on behalf of the Secured Parties and (iii) to effect any other amendment, supplement or modification so long as the resulting agreement would constitute a Pari Passu Intercreditor Agreement if executed at such time as a new agreement. (d) Each of the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably further authorizes and directs the Administrative Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent, authorization or other action by such Secured Party, any amendments, supplements or other modifications of any Security Document to add or remove any legend that may be required pursuant to any Pari Passu Intercreditor Agreement. (e) The Administrative Agent shall have the benefit of the provisions of Article VIII Credit Documents with respect to all actions taken by it pursuant the Term Loan Facility to this Section or in accordance with be due and payable forthwith, whereupon the terms of any Pari Passu Intercreditor Agreement to the full extent thereofsame shall immediately become due and payable.