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.

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.

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 8.12.10 to consent in respect of any modification, amendment or supplement to, or waiver of, (x) the PointArgentum Subscription Agreement, PointArgentum and its Affiliates shall not be included in the numerator or the denominator; and (y) the IRSA Subscription Agreement, IRSA and its Affiliates shall not be included in the numerator or the denominator. Notwithstanding the foregoing, upon acceptance by the Company of a Joinder to this Agreement in the form attached as Exhibit D hereto or in the form attached as Exhibit C hereto, as applicable, Schedule I hereto shall be deemed to be amended to include the 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 this Agreement and (ii) a party to the Interest Deferral Agreement on the date of such agreement,

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 (including, without limitation, the Plan, the Plan Funding Agreement and the Disclosure Statement) may only be modified, amended or supplemented, and any of the terms hereof (including in Section 3.1 hereof) thereof may only be waivedwaived with (i) in the case of any such modification, by an agreement in writing signed amendment or supplementation, the written consent by each of (a) the SuperMedia Parties and 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 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 shall 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 (1) any such modificationthat, 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 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 different from when compared to the effect thereof on other Consenting Lenders or (ii) whose consent would be required under in its Consenting Class, the first proviso agreement in writing 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 treatment or rights are so adversely impacted shall also be required under part (1) above does not so consent, the SuperMedia Parties may terminate 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 to be effective with respect to such Consenting Lender; provided, further, that is expressly permitted under this Support Agreement with the prior 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. If any ruling is made by the Administrative Agent and/or the Majority Documentation Lenders 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 modificationvalid and enforceable provision which is acceptable to the Panel and carries out, amendmentas closely as possible, supplement, extension or waiver that is subject to this Section 8.12the intentions of the parties.

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 Required Secured Parties; provided, however, that (a) Except as no such modification or amendment shall adversely affect any of the Collateral Agent’s rights, immunities or rights to indemnification hereunder or under the Pledge Agreement or expand its duties hereunder or under the Pledge Agreement, 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 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 last sentence 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 this Section 8.12(athe 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), this Support Agreement may only be modified, amended or supplemented, and the Collateral Agent shall not release any of the terms hereof (including in Section 3.1 hereof) may only be waivedPledged Collateral nor enter into any amendment, by an agreement in writing signed by each modification or waiver of any provision 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 Pledge 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 without the prior written 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 8.12Required 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 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 be effective with respect to such Deferring Noteholder; (c) impacts the rights of any Deferring Noteholder in its capacity as a Deferring Noteholder differently from the other Deferring Noteholders, the agreement in writing of such Deferring Noteholder whose rights are so impacted shall be required for such modification, amendment, supplement, or waiver to be effective; or (d) modifies this Section 8, the consent in writing (which may include a response to an electronic mail by counsel to the applicable parties) of each Deferring Noteholder shall be required for such modification, amendment, supplement, or waiver to be effective with respect to such Deferring Noteholder. Notwithstanding the foregoing, upon acceptance by the Company of a Joinder to this Section 8.12Agreement in the form attached as Exhibit B or in the form attached as Exhibit C hereto, as applicable, Schedule I hereto shall be deemed to be amended to include the applicable joining Deferring Noteholder and be effective with no further action or consent required.

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 be effective; (c) would have a material adverse effect on, 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; or (d) 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. 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 8.123(d), as applicable, Schedule I shall be deemed to be amended to include the 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 Noteholder 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 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 8.127.6 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 (including 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) and the Company. Each Lender acknowledges that by the operation of this Section 7.6, the Requisite Holders will have the right and power to diminish or eliminate all rights of such Lender under this Financing Documents without such Lender’s consent.

Amendments, Modifications, Waivers. (a) Except as set forth in the last sentence of this Section 8.12(a), this This Support Agreement and the Acceptable Plan 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 Debtors and the Consenting Lenders holding at such time at least 66 2/3% of the prepetition Total Outstandings and the DIP Loans that are subject to the terms hereof and held by all Consenting Lenders (the “Required Consenting Lenders”); provided that (1) any such modifications, amendments or supplements to Annex 1 to the Term Sheet shall require the consent of each Consenting Lender; provided, further that if the modification, amendment, supplement amendment or waiver shall not be effective unless also agreed to at issue adversely impacts the treatment or rights of any Consenting Lender differently than other Consenting Lenders, the agreement in writing by each of such Consenting Lender (i) whose treatment or rights are directly adversely affected by impacted in a different manner than other Consenting Lenders shall also be required for such modification, amendment or waiver to be effective; provided further, that if the modification, amendment, supplement or waiver at issue relates to Sections 2.2(b), 3, 4.2, 5, 6 (only to the extent affecting Consenting Shareholders), 9.1 (only to the extent affecting Consenting Shareholders), 9.3 (only to the extent affecting Consenting Shareholders), 9.11 and 9.12 or otherwise directly adversely impacts the treatment or rights of any Consenting Shareholder, the agreement in a manner different from the other writing of such Consenting Lenders Shareholder whose treatment or (ii) whose consent would rights are directly adversely impacted 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 be effective (as in the form attached hereto as Exhibit D on the Support Agreement Effective Date) were instead a modificationthis proviso shall not be modified, amendmentamended or supplemented, supplement or waiver to or under the Credit Agreementany of its terms waived, 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 without the prior written 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 8.12each Consenting Shareholder).

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.“

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 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; 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 previously defined herein, including any extension pursuant to Section 3(a)) without the consent of each Deferring Noteholder; (b) would have a material adverse effect on, or would create any material liability for, the Administrative Agent and/or Deferring Noteholders, the Majority Documentation Lenders is not a consent in writing of each Deferring Noteholder shall be required for such modification, amendment, supplement, extension or waiver that is subject to this Section 8.12be effective; or (c) impacts the rights of any Deferring Noteholder in its capacity as a Deferring Noteholder differently from the other Deferring Noteholders, the agreement in writing of such Deferring Noteholder whose rights are so impacted shall be required for such modification, amendment, supplement, or waiver to be effective.