Common use of Amendments, Modifications, Waivers Clause in Contracts

Amendments, Modifications, Waivers. (a) Except as set forth in the last sentence of this Section 8.12(a), this Support Agreement may only be modified, amended or supplemented, and any of the terms hereof (including in Section 3.1 hereof) may only be waived, by an agreement in writing signed by each of the SuperMedia Parties and the Required Consenting Lenders; provided that (1) any such modification, amendment, supplement or waiver shall not be effective unless also agreed to in writing by each Consenting Lender (i) whose treatment or rights are adversely affected by the modification, amendment, supplement or waiver in a manner different from the other Consenting Lenders or (ii) whose consent would be required under the first proviso of Section 9.02(b) of the Credit Agreement if such modification, amendment, supplement or waiver to the Amendment Term Sheet (as in the form attached hereto as Exhibit D on the Support Agreement Effective Date) were instead a modification, amendment, supplement or waiver to or under the Credit Agreement, and (2) if the SuperMedia Parties and the Required Consenting Lenders consent to any such modification, amendment, supplement or waiver, but a Consenting Lender whose consent is required under part (1) above does not so consent, the SuperMedia Parties may terminate such non-consenting Consenting Lender as a Party to this Support Agreement and, as of the date of such termination, such Consenting Lender shall have no rights or obligations under this Support Agreement. For the avoidance of doubt, any modification, amendment, supplement, extension or waiver that is expressly permitted under this Support Agreement with the prior consent of the Administrative Agent and/or the Majority Documentation Lenders is not a modification, amendment, supplement, extension or waiver that is subject to this Section 8.12. (b) Except as set forth in the last sentence of this Section 8.12(b), the Dex Support Agreement may only be modified, amended or supplemented, and any of the terms thereof (including in Section 3.1 thereof) may only be waived, by an agreement in writing signed by the Required Consenting Lenders hereunder. For the avoidance of doubt, any modification, amendment, supplement, extension or waiver that is expressly permitted under the Dex Support Agreement with the prior consent of the Administrative Agents and/or the Majority Documentation Lenders (in each case, as defined in the Dex Support Agreement) is not a modification, amendment, supplement, extension or waiver that is subject to this Section 8.12. (c) The definition of Required Consenting Lenders, and this Section 8.12, may not be modified, amended or supplemented, or any of its terms waived, as applicable, without the prior written consent of each Consenting Lender.

Amendments, Modifications, Waivers. (a) Except as set forth in the last sentence of this Section 8.12(a), this Support Agreement may only be modified, amended or supplemented, and any of the terms hereof (including in Section 3.1 hereof) may only be waived, by an agreement in writing signed by each of the SuperMedia Dex Parties and the Required Consenting Lenders; provided that (1) any such modification, amendment, supplement or waiver shall not be effective unless also agreed to in writing by each Consenting Lender (i) under a particular Credit Agreement whose treatment or rights are is adversely affected by the modification, amendment, supplement or waiver in a manner different from the other Consenting Lenders under such Credit Agreement or (ii) whose consent would be required under the first proviso of Section 9.02(b) of the RHD Credit Agreement or under the second proviso of Section 9.02(b) of the Dex East Credit Agreement or the Dex West Credit Agreement, as applicable, if such modification, amendment, supplement or waiver to the an Amendment Term Sheet (each as in the form attached hereto as Exhibit D D, E and F on the Support Agreement Effective Date) were instead a modification, amendment, supplement or waiver to or under the applicable Credit Agreement, and (2) if the SuperMedia Dex Parties and the Required Consenting Lenders consent to any such modification, amendment, supplement or waiver, but a Consenting Lender whose consent is required under part (1) above does not so consent, the SuperMedia Dex Parties may terminate such non-consenting Consenting Lender as a Party to this Support Agreement and, as of the date of such termination, such Consenting Lender shall have no rights or obligations under this Support Agreement. For the avoidance of doubt, any modification, amendment, supplement, extension or waiver that is expressly permitted under this Support Agreement with the prior consent of the Administrative Agent Agents and/or the Majority Documentation Lenders is not a modification, amendment, supplement, extension or waiver that is subject to this Section 8.12. (b) Except as set forth in the last sentence of this Section 8.12(b), the Dex SuperMedia Support Agreement may only be modified, amended or supplemented, and any of the terms thereof (including in Section 3.1 thereof) may only be waived, by an agreement in writing signed by the Required Consenting Lenders hereunder. For the avoidance of doubt, any modification, amendment, supplement, extension or waiver that is expressly permitted under the Dex SuperMedia Support Agreement with the prior consent of the Administrative Agents Agent and/or the Majority Documentation Lenders (in each case, as defined in the Dex SuperMedia Support Agreement) is not a modification, amendment, supplement, extension or waiver that is subject to this Section 8.12. (c) The definition of Required Consenting Lenders, and this Section 8.12, may not be modified, amended or supplemented, or any of its terms waived, as applicable, without the prior written consent of each Consenting Lender.

Amendments, Modifications, Waivers. (a) Except as Subject to the terms set forth in the last sentence of this Agreement, including in Section 8.12(a9.1(b), this Support Agreement may only be modified(including, amended or supplementedwithout limitation, and any of the terms hereof (including in Section 3.1 hereof) may only be waivedPlan, by an agreement in writing signed by each of the SuperMedia Parties Plan Funding Agreement and the Required Consenting Lenders; provided that (1Disclosure Statement) any such modification, amendment, supplement or waiver shall not be effective unless also agreed to in writing by each Consenting Lender (i) whose treatment or rights are adversely affected by the modification, amendment, supplement or waiver in a manner different from the other Consenting Lenders or (ii) whose consent would be required under the first proviso of Section 9.02(b) of the Credit Agreement if such modification, amendment, supplement or waiver to the Amendment Term Sheet (as in the form attached hereto as Exhibit D on the Support Agreement Effective Date) were instead a modification, amendment, supplement or waiver to or under the Credit Agreement, and (2) if the SuperMedia Parties and the Required Consenting Lenders consent to any such modification, amendment, supplement or waiver, but a Consenting Lender whose consent is required under part (1) above does not so consent, the SuperMedia Parties may terminate such non-consenting Consenting Lender as a Party to this Support Agreement and, as of the date of such termination, such Consenting Lender shall have no rights or obligations under this Support Agreement. For the avoidance of doubt, any modification, amendment, supplement, extension or waiver that is expressly permitted under this Support Agreement with the prior consent of the Administrative Agent and/or the Majority Documentation Lenders is not a modification, amendment, supplement, extension or waiver that is subject to this Section 8.12. (b) Except as set forth in the last sentence of this Section 8.12(b), the Dex Support Agreement may only be modified, amended or supplemented, and any of the terms thereof (including in Section 3.1 thereof) may only be waivedwaived with (i) in the case of any such modification, amendment or supplementation, the written consent by each of (a) the Company, (b) the Required Consenting Lenders, and (c) the Plan Investor (each of the Required Consenting Bridge Lenders/Noteholders, the Required Consenting Intercompany Lenders and the Plan Investor a “Required Party” and shall be referred to herein collectively as the “Required Parties”), and (ii) in the case of a waiver, by an agreement in writing signed the Party or Parties waiving rights pursuant to the terms of such waiver, except that any waiver by the Required Consenting Bridge Lenders/Noteholders or the Required Consenting Intercompany Lenders hereundershall be binding on all Consenting Noteholders and all Consenting Bridge Lenders and any waiver by the Required Consenting Intercompany Lenders shall be binding on all lenders under the Intercompany Credit Agreement; provided that, if the modification, amendment, supplement or waiver at issue adversely impacts the treatment or rights of any Consenting Lender (in its capacity as a Consenting Lender) in a materially different and materially disproportionate manner when compared to the effect thereof on other Consenting Lenders in its Consenting Class, the agreement in writing of such Consenting Lender whose treatment or rights are so adversely impacted shall also be required for such modification, amendment, supplement, or waiver to be effective with respect to such Consenting Lender; provided, further, that the waiver of a Termination Event arising from the breach by a Required Party of its obligations hereunder shall not require the consent of such breaching Required Party. For If any ruling is made by the Panel that any provision of this Agreement is not permitted by the Takeover Code, such provision shall be given no effect. The Parties shall use reasonable efforts to replace such provision with a valid and enforceable provision which is acceptable to the Panel and carries out, as closely as possible, the intentions of the parties. (b) Without prejudice to the other provisions of this Agreement, each of the Parties agrees to use its respective reasonable best efforts to take or cause to be taken, in good faith, all appropriate actions (including any amendments, modifications and supplements to this Agreement, the Plan and Disclosure Statement and the Plan Funding Agreement) as is reasonably necessary, appropriate and advisable to memorialize and effectuate the Transaction, including, without limitation, to obtain Bankruptcy Court confirmation of the Plan pursuant to a final order of the Bankruptcy Court; provided that no Party shall have any obligation to take any action or otherwise agree to any amendment, modification or supplement that (i) creates any additional material obligation on such Party or (ii) adversely affects in any material respect the treatment, obligations or rights of such Party (it being agreed that, for the avoidance of doubt, any modificationchange to the Plan that results in a diminution of the value of the property to be received by a Consenting Class under the Plan or alters the form in which such value is to be received by a Consenting Class under the Plan shall be deemed to adversely affect such Consenting Class or that results in a diminution of the value and/or increase in the liabilities of the Plan Investor shall be deemed to adversely affect the Plan Investor) whether such change is made directly to the treatment of a Consenting Class, the treatment of another Consenting Class, any term or provision relating to or impacting the Plan Investor or otherwise. Notwithstanding the foregoing, the Company may amend, modify or supplement the Plan and Disclosure Statement, from time to time, with the consent of any Required Parties (such consent not to be unreasonably withheld, conditioned or delayed), to cure any non-material ambiguity, defect (including any technical defect), inconsistency or clerical error; provided that any such amendment, supplementmodification or supplement does not adversely affect the rights, extension interests or waiver that is expressly permitted treatment of any such Plan Support Parties under the Dex Support Agreement with the prior consent of the Administrative Agents and/or the Majority Documentation Lenders (in each case, as defined in the Dex Support Agreement) is not a modification, amendment, supplement, extension or waiver that is subject to this Section 8.12such Plan and Disclosure Statement. (c) The definition of Required Consenting Lenders, and this Section 8.12, may not be modified, amended or supplemented, or any of its terms waived, as applicable, without the prior written consent of each Consenting Lender.

Amendments, Modifications, Waivers. (a) Except as set forth in This Agreement, including the last sentence of this Section 8.12(a)Exhibits hereto, this Support Agreement may be only be modified, amended or supplemented, and any of the terms hereof (including in Section 3.1 hereof) may only be waived, by an agreement in writing signed (which may include a response to an electronic mail by each of counsel to the SuperMedia Parties applicable parties) among the Company and the Required Consenting LendersRequisite Noteholders; provided provided, that (1) any such modification, amendment, supplement or waiver shall not be effective unless also agreed to in writing by each Consenting Lender (i) whose treatment or rights are adversely affected by the modification, amendment, supplement or waiver in a manner different from the other Consenting Lenders or (ii) whose consent would be required under the first proviso of Section 9.02(b) of the Credit Agreement if such modification, amendment, supplement or waiver (a) modifies the Expiration Date, the consent in writing (which may include a response to an electronic mail by counsel to the Amendment Term Sheet applicable parties) of each Consenting Noteholder shall be required for such modification, amendment, supplement, or waiver to be effective with respect to such Consenting Noteholder; provided, further, however, that the Company and the Requisite Noteholders may extend, one time only, the Expiration Date to a date that is not more than 30 calendar days after the Expiration Date (as defined herein, including any extension pursuant to Section 6(a)(i) hereof) without the consent of each Consenting Noteholder; (b) modifies the rate at which the Notes are to be exchanged for Class B Preferred Shares that would represent a variation of the number of Class B Preferred Shares to be received by the Consenting Noteholders by more than 10% in the form attached hereto as Exhibit D aggregate, the consent in writing of each Consenting Noteholder shall be required for such modification, amendment, supplement, or waiver to be effective; (c) would have a material adverse effect on the Support Agreement Effective Daterights of, or would create any material liability for, the Consenting Noteholders, the consent in writing of each Consenting Noteholder shall be required for such modification, amendment, supplement, or waiver to be effective for such Consenting Noteholder; (d) were instead impacts the rights of any Consenting Noteholder in its capacity as a Consenting Noteholder differently from the other Consenting Noteholders, the agreement in writing of such Consenting Noteholder whose rights are so impacted shall be required for such modification, amendment, supplement or waiver to be effective; or under the Credit Agreement, and (2e) if the SuperMedia Parties and the Required Consenting Lenders consent to any such modification, amendment, supplement or waiver, but a Consenting Lender whose consent is required under part (1) above does not so consentmodifies this Section 10, the SuperMedia Parties consent in writing (which may terminate include a response to an electronic mail by counsel to the applicable parties) of each Consenting Noteholder shall be required for such non-consenting Consenting Lender as a Party to this Support Agreement and, as of the date of such termination, such Consenting Lender shall have no rights or obligations under this Support Agreement. For the avoidance of doubt, any modification, amendment, supplement, extension or waiver that is expressly permitted under this Support Agreement to be effective with respect to such Consenting Noteholder; and (ii) for purposes of determining the prior consent of the Administrative Agent and/or the Majority Documentation Lenders is not a modification, amendment, supplement, extension or waiver that is subject “Requisite Noteholders” required pursuant to this Section 8.12. (b) Except as set forth 10 to consent in the last sentence respect of this Section 8.12(b), the Dex Support Agreement may only be modified, amended or supplemented, and any of the terms thereof (including in Section 3.1 thereof) may only be waived, by an agreement in writing signed by the Required Consenting Lenders hereunder. For the avoidance of doubt, any modification, amendmentamendment or supplement to, supplement, extension or waiver that is expressly permitted under of, (x) the Dex Support Agreement with the prior consent of the Administrative Agents and/or the Majority Documentation Lenders (in each casePointArgentum Subscription Agreement, as defined PointArgentum and its Affiliates shall not be included in the Dex Support numerator or the denominator; and (y) the IRSA Subscription Agreement) is , IRSA and its Affiliates shall not be included in the numerator or the denominator. Notwithstanding the foregoing, upon acceptance by the Company of a modification, amendment, supplement, extension or waiver that is subject Joinder to this Section 8.12. (c) The definition of Required Consenting Lenders, and this Section 8.12, may not be modified, amended Agreement in the form attached as Exhibit D hereto or supplemented, or any of its terms waivedin the form attached as Exhibit C hereto, as applicable, without Schedule I hereto shall be deemed to be amended to include the prior written applicable joining Consenting Noteholder, be attached to this Agreement and be effective with no further action or consent required (provided that such Consenting Noteholder shall not be an Initial Consenting Noteholder unless (a) it became (i) a party hereto on the date of each Consenting Lender.this Agreement and (ii) a party to the Interest Deferral Agreement on the date of such agreement,

Amendments, Modifications, Waivers. (a) Except as set forth in the last sentence All amendments, modifications and waivers of any provision of this Section 8.12(a), this Support Intercreditor Agreement may shall be effective only if the same shall be modified, amended or supplemented, and any of the terms hereof (including in Section 3.1 hereof) may only be waived, by an agreement in writing signed by each of the SuperMedia Parties and the Required Consenting Lenders; provided that (1) any such modification, amendment, supplement or waiver shall not be effective unless also agreed to in writing by each Consenting Lender (i) whose treatment or rights are adversely affected by the modification, amendment, supplement or waiver in a manner different from the other Consenting Lenders or (ii) whose consent would be required under the first proviso of Section 9.02(b) of the Credit Agreement if such modification, amendment, supplement or waiver to the Amendment Term Sheet (as in the form attached hereto as Exhibit D on the Support Agreement Effective Date) were instead a modification, amendment, supplement or waiver to or under the Credit Agreement, and (2) if the SuperMedia Parties and the Required Consenting Lenders consent to any such modification, amendment, supplement or waiver, but a Consenting Lender whose consent is required under part (1) above does not so consent, the SuperMedia Parties may terminate such non-consenting Consenting Lender as a Party to this Support Agreement and, as of the date of such termination, such Consenting Lender shall have no rights or obligations under this Support Agreement. For the avoidance of doubt, any modification, amendment, supplement, extension or waiver that is expressly permitted under this Support Agreement with the prior consent of the Administrative Agent and/or the Majority Documentation Lenders is not a modification, amendment, supplement, extension or waiver that is subject to this Section 8.12. (b) Except as set forth in the last sentence of this Section 8.12(b), the Dex Support Agreement may only be modified, amended or supplemented, and any of the terms thereof (including in Section 3.1 thereof) may only be waived, by an agreement in writing signed by the Required Consenting Lenders hereunder. For Secured Parties; provided, however, that (a) no such modification or amendment shall adversely affect any of the avoidance of doubtCollateral Agent’s rights, any modification, amendment, supplement, extension immunities or waiver that is expressly permitted rights to indemnification hereunder or under the Dex Support Pledge Agreement with or expand its duties hereunder or under the prior consent of the Administrative Agents and/or the Majority Documentation Lenders (in each case, as defined in the Dex Support Pledge Agreement) is not a modification, amendment, supplement, extension or waiver that is subject to this Section 8.12. (c) The definition of Required Consenting Lenders, and this Section 8.12, may not be modified, amended or supplemented, or any of its terms waived, as applicable, without the prior written consent of each Consenting Lenderthe Collateral Agent, (b) no such modification or amendment shall modify any provision hereof which is intended to provide for the equal and ratable security of all outstanding Obligations without the prior written consent of all Secured Parties and (c) no such modification or amendment shall change the definition of “Required Secured Parties” or Section 4 or this Section 7.4 without the prior written consent of all Secured Parties. No waiver of any provision of this Intercreditor Agreement and no consent to any departure by any party hereto from the provisions hereof shall be effective unless such waiver or consent shall be set forth in a written instrument executed by the party against which it is sought to be enforced, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Except in connection with transactions permitted by (i) Sections 8.4 and 8.5 of the Bank Credit Agreement (or otherwise permitted by any amendments, waivers or consents executed in accordance with the terms of the Bank Credit Documents) and (ii) Sections 10.7, 10.8 and 10.9 of the Senior Note Purchase Agreement (or as otherwise permitted by any amendments, waivers or consents executed in accordance with the terms of the Senior Note Documents), the Collateral Agent shall not release any of the Pledged Collateral nor enter into any amendment, modification or waiver of any provision of the Pledge Agreement without the prior written consent of the Required Secured Parties.

Amendments, Modifications, Waivers. (a) Except as set forth in This Agreement, including the last sentence of this Section 8.12(a)Exhibits hereto, this Support Agreement may be only be modified, amended or supplemented, and any of the terms hereof (including in Section 3.1 hereof) may only be waived, by an agreement in writing signed (which may include electronic mail by each of counsel to the SuperMedia Parties applicable parties) among the Company and the Required Consenting LendersRequisite Noteholders; provided provided, that (1) any such modification, amendment, supplement or waiver shall not be effective unless also agreed to in writing by each Consenting Lender (i) whose treatment or rights are adversely affected by the modification, amendment, supplement or waiver in a manner different from the other Consenting Lenders or (ii) whose consent would be required under the first proviso of Section 9.02(b) of the Credit Agreement if such modification, amendment, supplement or waiver (a) modifies the Expiration Date, the consent in writing (which may include electronic mail by counsel to the Amendment Term Sheet (as in the form attached hereto as Exhibit D on the Support Agreement Effective Dateapplicable parties) were instead a modification, amendment, supplement or waiver to or under the Credit Agreement, and (2) if the SuperMedia Parties and the Required of each Consenting Lenders consent to any Noteholder shall be required for such modification, amendment, supplement or waiver, but a Consenting Lender whose consent is required under part (1) above does not so consent, the SuperMedia Parties may terminate such non-consenting Consenting Lender as a Party to this Support Agreement and, as of the date of such termination, such Consenting Lender shall have no rights or obligations under this Support Agreement. For the avoidance of doubt, any modification, amendment, supplement, extension or waiver to be effective; provided, however, that the Company and the Requisite Noteholders may extend, one time only, the Expiration Date to a date that is expressly permitted under this Support Agreement with not more than 30 calendar days after the prior Expiration Date (as defined herein) without the consent of each Consenting Noteholder; (b) modifies the Administrative Agent and/or rate at which the Majority Documentation Lenders is not Notes are to be exchanged for Preferred Shares that would represent a variation of the number of Preferred Shares to be received by the Consenting Noteholders by more than 10% in the aggregate, the consent in writing of each Consenting Noteholder shall be required for such modification, amendment, supplement, extension or waiver that is subject to this Section 8.12. be effective; (bc) Except as set forth in the last sentence of this Section 8.12(b)would have a material adverse effect on, or would create any material liability for, the Dex Support Agreement may only be modifiedConsenting Noteholders, amended or supplemented, and any of the terms thereof (including in Section 3.1 thereof) may only be waived, by an agreement consent in writing signed by the Required of each Consenting Lenders hereunder. For the avoidance of doubt, any Noteholder shall be required for such modification, amendment, supplement, extension or waiver that is expressly permitted under to be effective; or (d) impacts the Dex Support Agreement with rights of any Consenting Noteholder in its capacity as a Consenting Noteholder differently from the prior consent other Consenting Noteholders, the agreement in writing of the Administrative Agents and/or the Majority Documentation Lenders (in each case, as defined in the Dex Support Agreement) is not a such Consenting Noteholder whose rights are so impacted shall be required for such modification, amendment, supplement, extension or waiver that is subject to be effective. Notwithstanding the foregoing, upon acceptance by the Company of a joinder to this Agreement in the form attached as Schedule D hereto or in the form attached as Schedule C hereto as set forth in Section 8.12. (c) The definition of Required Consenting Lenders, and this Section 8.12, may not be modified, amended or supplemented, or any of its terms waived3(d), as applicable, without Schedule I shall be deemed to be amended to include the prior written applicable joining Consenting Noteholder, be attached to this Agreement and be effective with no further action or consent required. In addition, the condition to the Exchange Offer set forth in clause (i) under the caption “Conditions” in Exhibit A that at least 95% of the aggregate principal amount of the Notes be validly tendered for exchange (and not withdrawn), may only be decreased by Consenting Noteholders representing at least 75% of the aggregate principal amount of the Notes held by the Consenting Noteholders as of such date; provided that if such threshold is decreased below 80% of the aggregate principal amount of the Notes, then each Consenting LenderNoteholder may, at its option, withdraw its participation in the Exchange Offer prior to the consummation of the Exchange Offer.

Amendments, Modifications, Waivers. (a) Except as set forth in This Agreement, including the last sentence of this Section 8.12(a)Exhibits hereto, this Support Agreement may only be modified, amended or supplemented, and any of the terms hereof (including in Section 3.1 hereof) may only be waived, by an agreement in writing signed (which may include a response to an electronic mail by each of counsel to the SuperMedia Parties applicable parties) among the Company and the Required Consenting LendersRequisite Noteholders; provided provided, that (1) any such modification, amendment, supplement or waiver shall not be effective unless also agreed to in writing by each Consenting Lender (i) whose treatment or rights are adversely affected by the modification, amendment, supplement or waiver in a manner different from the other Consenting Lenders or (ii) whose consent would be required under the first proviso of Section 9.02(b) of the Credit Agreement if such modification, amendment, supplement or waiver (a) modifies the Expiration Date, the consent in writing (which may include a response to an electronic mail by counsel to the Amendment Term Sheet (as in the form attached hereto as Exhibit D on the Support Agreement Effective Dateapplicable parties) were instead a modification, amendment, supplement or waiver to or under the Credit Agreement, and (2) if the SuperMedia Parties and the Required Consenting Lenders consent to any of each Deferring Noteholder shall be required for such modification, amendment, supplement or waiver, but a Consenting Lender whose consent is required under part (1) above does not so consent, the SuperMedia Parties may terminate such non-consenting Consenting Lender as a Party to this Support Agreement and, as of the date of such termination, such Consenting Lender shall have no rights or obligations under this Support Agreement. For the avoidance of doubt, any modification, amendment, supplement, extension or waiver to be effective with respect to such Deferring Noteholder; provided, further, however, that the Company and the Requisite Noteholders may extend, one time only, the Expiration Date to a date that is expressly permitted under this Support Agreement with not more than 30 calendar days after the prior Expiration Date (as defined herein, including any extension pursuant to Section 3(a) hereof) without the consent of each Deferring Noteholder; (b) would have a material adverse effect on the Administrative Agent and/or rights of, or would create any material liability for, the Majority Documentation Lenders is not a Deferring Noteholders, the consent in writing of each Deferring Noteholder shall be required for such modification, amendment, supplement, extension or waiver that is subject to this Section 8.12. be effective with respect to such Deferring Noteholder; (bc) Except impacts the rights of any Deferring Noteholder in its capacity as set forth in a Deferring Noteholder differently from the last sentence of this Section 8.12(b)other Deferring Noteholders, the Dex Support Agreement may only be modified, amended or supplemented, and any of the terms thereof (including in Section 3.1 thereof) may only be waived, by an agreement in writing signed by the Required Consenting Lenders hereunder. For the avoidance of doubt, any such Deferring Noteholder whose rights are so impacted shall be required for such modification, amendment, supplement, extension or waiver that is expressly permitted under to be effective; or (d) modifies this Section 8, the Dex Support Agreement with consent in writing (which may include a response to an electronic mail by counsel to the prior consent applicable parties) of the Administrative Agents and/or the Majority Documentation Lenders (in each case, as defined in the Dex Support Agreement) is not a Deferring Noteholder shall be required for such modification, amendment, supplement, extension or waiver that is subject to be effective with respect to such Deferring Noteholder. Notwithstanding the foregoing, upon acceptance by the Company of a Joinder to this Section 8.12. (c) The definition of Required Consenting Lenders, and this Section 8.12, may not be modified, amended Agreement in the form attached as Exhibit B or supplemented, or any of its terms waivedin the form attached as Exhibit C hereto, as applicable, without Schedule I hereto shall be deemed to be amended to include the prior written applicable joining Deferring Noteholder and be effective with no further action or consent of each Consenting Lenderrequired.

Amendments, Modifications, Waivers. (a) Except as set forth in the last sentence Any term of this Section 8.12(aFinancing Documents may be amended or modified and the observance of any term of this Agreement or the Notes may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of Notes; provided, however, that any term of this Support Agreement Financing Documents may only be modified, amended or supplementedmodified and the observance of any term of this Agreement or the Notes may be waived (either generally or in a particular instance and either retroactively or prospectively) on a pari passu basis with respect to each Lender or holder of Notes, and any as applicable, with the written consent of the terms hereof (including in Section 3.1 hereof) may only be waived, by an agreement in writing signed by each Company and the holders of the SuperMedia Parties and Notes representing at least a majority of the Required Consenting Lendersaggregate principal amount of the Notes then outstanding, which may consist of one or more holders (collectively, the “Requisite Holders”); provided that (1a) no modification or amendment which adversely affects the rights or obligations of any such modification, amendment, supplement or waiver shall not be effective unless also agreed to in writing by each Consenting Lender (i) whose treatment or rights are adversely affected by the modification, amendment, supplement or waiver holder of Notes in a manner different from disproportionate to the other Consenting Lenders or (ii) whose consent would be required under the first proviso of Section 9.02(b) holders of the Credit Agreement if Notes shall be effective without the written consent of such modification, amendment, supplement or waiver to the Amendment Term Sheet (as in the form attached hereto as Exhibit D on the Support Agreement Effective Date) were instead a modification, amendment, supplement or waiver to or under the Credit Agreement, adversely and disproportionately affected holder of Notes and (2b) if the SuperMedia Parties and the Required Consenting Lenders consent no modification or amendment that requires any holder of Notes to assume additional obligations in any such modification, amendment, supplement or waiver, but a Consenting Lender whose consent is required under part (1) above does not so consent, the SuperMedia Parties may terminate such non-consenting Consenting Lender as a Party material respect pursuant to this Support Agreement and, as of or the date Notes shall be effective without the written consent of such termination, such Consenting Lender shall have no rights or obligations under holder of Notes. Lenders purchasing Notes in any Closing after the initial Closing may become parties to this Support Agreement. For the avoidance Agreement in accordance with Section 2.1 without any amendment of doubt, any modification, amendment, supplement, extension or waiver that is expressly permitted under this Support Agreement with the prior consent of the Administrative Agent and/or the Majority Documentation Lenders is not a modification, amendment, supplement, extension or waiver that is subject pursuant to this Section 8.12. 7.6 or any consent or approval of any other Lender. Any amendment or waiver effected in accordance with this Section 7.6 shall be binding upon each holder of Notes then outstanding (bincluding securities into which such Notes have been converted or exchanged or for which such Notes have been exercised, and each future holder of such Notes or such securities) Except as set forth in and the last sentence Company. Each Lender acknowledges that by the operation of this Section 8.12(b)7.6, the Dex Support Agreement may only be modified, amended Requisite Holders will have the right and power to diminish or supplemented, and any eliminate all rights of the terms thereof (including in Section 3.1 thereof) may only be waived, by an agreement in writing signed by the Required Consenting Lenders hereunder. For the avoidance of doubt, any modification, amendment, supplement, extension or waiver that is expressly permitted such Lender under the Dex Support Agreement with the prior consent of the Administrative Agents and/or the Majority Documentation Lenders (in each case, as defined in the Dex Support Agreement) is not a modification, amendment, supplement, extension or waiver that is subject to this Section 8.12Financing Documents without such Lender’s consent. (c) The definition of Required Consenting Lenders, and this Section 8.12, may not be modified, amended or supplemented, or any of its terms waived, as applicable, without the prior written consent of each Consenting Lender.

Amendments, Modifications, Waivers. (a) Except as set forth in the last sentence of this Section 8.12(a)otherwise specified herein, this Support Agreement (including, without limitation, the Term Sheet) may only be modified, amended or supplemented, and any of the terms hereof (including in Section 3.1 hereof) thereof may only be waived, by an agreement in writing signed by each of the SuperMedia Parties Company and the Required Consenting LendersRequisite Investors; provided further that (1) any such modification, amendment, supplement or waiver with respect to Section 2.1 (g) shall not be effective unless also agreed to require an agreement in writing signed only by the Company and Consenting Noteholders that hold a majority of all Second Lien Notes by amount that were held by all Consenting Noteholders on the Effective Date; provided, further, that any modification, amendment, supplement or waiver with respect to sections 2.1(l) or 2.2(a) shall require the agreement of the Company, each non-breaching Apollo Entity and non-breaching Consenting Lender (i) whose treatment Holders holding a majority of all Second Lien Notes by dollar amount held by all Consenting Noteholders on the Effective Date and any breaching Apollo Entity or rights are adversely affected by breaching Consenting Noteholder shall be disregarded for such purposes; provided, further, that if the modification, amendment, supplement or waiver at issue adversely impacts the treatment or rights of any Consenting Noteholder differently than other Consenting Noteholders, the agreement in writing of such Consenting Noteholder whose treatment or rights are adversely impacted in a different manner different from the than other Consenting Lenders or (ii) whose consent would Noteholders shall also be required under the first proviso of Section 9.02(b) of the Credit Agreement if for such modification, amendment, supplement or waiver to the Amendment Term Sheet (as in the form attached hereto as Exhibit D on the Support Agreement Effective Date) were instead a modification, amendment, supplement or waiver to or under the Credit Agreement, and (2) if the SuperMedia Parties and the Required Consenting Lenders consent to any such modification, amendment, supplement or waiver, but a Consenting Lender whose consent is required under part (1) above does not so consent, the SuperMedia Parties may terminate such non-consenting Consenting Lender as a Party to this Support Agreement and, as of the date of such termination, such Consenting Lender shall have no rights or obligations under this Support Agreement. For the avoidance of doubt, any modification, amendment, supplement, extension or waiver that is expressly permitted under this Support Agreement with the prior consent of the Administrative Agent and/or the Majority Documentation Lenders is not a modification, amendment, supplement, extension or waiver that is subject to this Section 8.12be effective. (b) Except as set forth Notwithstanding anything to the contrary herein, to the extent that a Plan Support Party’s commitments under the Backstop Commitment are terminated and such party disposes of all of its Second Lien Notes in accordance with the last sentence of terms and conditions herein then it shall be deemed released from any and all obligations under this Section 8.12(b), the Dex Support Agreement may only be modified, amended or supplemented, and any of the terms thereof (including in Section 3.1 thereof) may only be waived, by an agreement in writing signed by the Required Consenting Lenders hereunder. For the avoidance of doubt, any modification, amendment, supplement, extension or waiver that is expressly permitted under the Dex Support Agreement with the prior consent of the Administrative Agents and/or the Majority Documentation Lenders (in each case, as defined in the Dex Support Backstop Commitment Agreement) is not a modification, amendment, supplement, extension or waiver that is subject to this Section 8.12. (c) The definition of Required Notwithstanding anything to the contrary herein, if one or more Non-Consenting LendersInvestors elects to withdraw from the Backstop Commitment in accordance with the Term Sheet, then such Non-Consenting Investor(s) shall no longer be a party to the Backstop Commitment Agreement or the Restructuring Support Agreement and this Section 8.12, may not shall be modified, amended or supplemented, or released from any of its terms waived, as applicable, without the prior written consent of each Consenting Lender.and all obligations herein and therein

Amendments, Modifications, Waivers. All amendments, modifications and waivers of any provision of this Intercreditor Agreement shall be effective only if the same shall be in writing and signed by the Majority Secured Parties, and no such modification or amendment shall be binding on the Loan Parties without the consent of the Loan Parties; provided, however, that (a) Except as set forth in the last sentence of this Section 8.12(a), this Support Agreement may only be modified, amended no such modification or supplemented, and amendment shall adversely affect any of the terms hereof (including in Section 3.1 hereof) may only be waivedCollateral Agent’s rights, by an agreement in writing signed by each of the SuperMedia Parties and the Required Consenting Lenders; provided that (1) any such modification, amendment, supplement or waiver shall not be effective unless also agreed to in writing by each Consenting Lender (i) whose treatment immunities or rights are adversely affected by the modification, amendment, supplement or waiver in a manner different from the other Consenting Lenders or (ii) whose consent would be required under the first proviso of Section 9.02(b) of the Credit Agreement if such modification, amendment, supplement or waiver to the Amendment Term Sheet (as in the form attached hereto as Exhibit D on the Support Agreement Effective Date) were instead a modification, amendment, supplement or waiver to indemnification hereunder or under the Credit Agreement, and (2) if the SuperMedia Parties and the Required Consenting Lenders consent to any such modification, amendment, supplement Collateral Documents or waiver, but a Consenting Lender whose consent is required under part (1) above does not so consent, the SuperMedia Parties may terminate such non-consenting Consenting Lender as a Party to this Support Agreement and, as of the date of such termination, such Consenting Lender shall have no rights expand its duties hereunder or obligations under this Support Agreement. For the avoidance of doubt, any modification, amendment, supplement, extension or waiver that is expressly permitted under this Support Agreement with the prior consent of the Administrative Agent and/or the Majority Documentation Lenders is not a modification, amendment, supplement, extension or waiver that is subject to this Section 8.12. (b) Except as set forth in the last sentence of this Section 8.12(b), the Dex Support Agreement may only be modified, amended or supplemented, and any of the terms thereof (including in Section 3.1 thereof) may only be waived, by an agreement in writing signed by the Required Consenting Lenders hereunder. For the avoidance of doubt, any modification, amendment, supplement, extension or waiver that is expressly permitted under the Dex Support Agreement with the prior consent of the Administrative Agents and/or the Majority Documentation Lenders (in each case, as defined in the Dex Support Agreement) is not a modification, amendment, supplement, extension or waiver that is subject to this Section 8.12. (c) The definition of Required Consenting Lenders, and this Section 8.12, may not be modified, amended or supplemented, or any of its terms waived, as applicableCollateral Documents, without the prior written consent of the Collateral Agent, (b) no such modification or amendment shall modify any provision hereof which is intended to provide for the equal and ratable security of all outstanding Obligations without the prior written consent of all Secured Parties, (c) no such modification or amendment shall change the definition of “Majority Secured Parties” or Section 4 or this Section 8.4 without the prior written consent of each Consenting LenderSecured Party and (d) the consent of the Loan Parties shall not be required for any amendment, modification or waiver of any provision of this Intercreditor Agreement which relates solely to the arrangements among the Secured Parties. No waiver of any provision of this Intercreditor Agreement and no consent to any departure by any party hereto from the provisions hereof shall be effective unless such waiver or consent shall be set forth in a written instrument executed by the party against which it is sought to be enforced, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Amendments, Modifications, Waivers. (a) Except as set forth in the last sentence of this Section 8.12(a), this This Support Agreement (including, without limitation, the Term Sheet) and the Plan, if the Chapter 11 Cases are commenced, may only be modified, amended or supplemented, and any of the terms hereof (including in Section 3.1 hereof) thereof may only be waived, by an agreement in writing signed by each of the SuperMedia Company Parties and the Required Consenting Lenders; provided that if the modification, amendment, supplement or waiver at issue adversely impacts the treatment or rights of (1x) any Consenting Lender differently than other Consenting Lenders or (y) any Backstop Lender differently than other Consenting Lenders, the agreement in writing of such Consenting Lender or Backstop Lender (as the case may be) whose treatment or rights are adversely impacted in a different manner than other Consenting Lenders shall also be required for such modification, amendment, supplement, or waiver to be effective; provided further that no such modification, amendment, supplement or waiver shall not be effective unless also agreed to in writing by shall, without the consent of each affected Consenting Lender (i) whose treatment extend the final scheduled maturity of any Extended Loan, Revolving Loan or rights are adversely affected by Second Lien Term Loan (each as defined in the modificationTerm Sheet), amendmentor reduce the rate or extend the time of payment of interest or fees thereon, supplement or waiver in a manner different from reduce the other Consenting Lenders principal amount thereof or (ii) whose consent would be required under reduce the first proviso amount of, or extend the date of, any scheduled repayment of Section 9.02(b) any of the Credit Agreement if such modification, amendment, supplement or waiver to the Amendment Term Sheet Extended Loans (as in the form attached hereto as Exhibit D on the Support Agreement Effective Date) were instead a modification, amendment, supplement or waiver to or under the Credit Agreement, and (2) if the SuperMedia Parties and the Required Consenting Lenders consent to any such modification, amendment, supplement or waiver, but a Consenting Lender whose consent is required under part (1) above does not so consentcollectively, the SuperMedia Parties may terminate such non-consenting Consenting “Affected Lender as a Party to this Support Agreement and, as of the date of such termination, such Consenting Lender shall have no rights or obligations under this Support AgreementVotes”). For the avoidance of doubt, any modification, amendment, supplement, extension or waiver that is expressly permitted under this Support Agreement with the prior consent of the Administrative Agent and/or the Majority Documentation Lenders is not a modification, amendment, supplement, extension or waiver that is subject to this Section 8.12. (b) Except as set forth in the last sentence of this Section 8.12(b), the Dex Support Agreement may only be modified, amended or supplemented, and any of the terms thereof (including in Section 3.1 thereof) may only be waived, by an agreement in writing signed by the Required Consenting Lenders hereunder. For the avoidance of doubt, any modification, amendment, supplement, extension or waiver that is expressly permitted under the Dex Support Agreement with the prior consent of the Administrative Agents and/or the Majority Documentation Lenders (in each case, as defined in the Dex Support Agreement) is not a modification, amendment, supplement, extension or waiver that is subject to this Section 8.12. (c) The definition of Required Consenting Lenders, and this Section 8.12, may not be modified, amended or supplemented, or any of its terms waived, as applicable, without the prior written consent of each Consenting Lender.“