Common use of Assignment; Transfer Restrictions Clause in Contracts

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to Transfer any of its Claims, or convey, grant, issue or sell any option or right to acquire any of its Claims or voting rights related thereto or any other interest in any Claim against the SuperMedia Parties, except to (i) a party that is a Consenting Lender or (ii) a Joining Lender Party; provided that any such Claims shall automatically be deemed to be subject to the terms of this Support Agreement; provided further, that an entity or Person that purchases a participation interest from a Consenting Lender (pursuant to Section 9.04(c) of the Credit Agreement) shall not be required to execute and deliver a Lender Joinder. As a condition to the effectiveness of any such Transfer, each Joining Lender Party shall indicate, on the signature page to its Lender Joinder, the amount of Loans held by such Joining Lender Party. With respect to any Transfer effectuated in accordance with this Section 8.1(a), such Joining Lender Party shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreement) by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof. (b) Any purported Transfer or transaction involving any Claim that does not comply with the procedures set forth in Section 8.1(a) shall be deemed void ab initio. (c) Any Consenting Lender that Transfers all of its Claims in accordance with Section 8.1(a) shall no longer be bound by this Support Agreement. (d) Notwithstanding the foregoing provisions of this Section 8.1, any Consenting Lender may, at any time and without notice to or consent from any other Party, pledge or grant a security interest in all or any portion of its Claims or rights (including rights to payment of interest and repayment of principal) under the Credit Agreement, as applicable, in order to secure obligations of such Consenting Lender to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting Lender; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party hereto. (e) This Support Agreement shall not preclude any Consenting Lender from acquiring additional Loans; provided that any such Loans shall automatically be deemed to be “Claims” subject to the terms of this Support Agreement.

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally with respect to itself and not jointly, for so long as until the earlier of the date that this Support Agreement shall remain is validly terminated in effect as to itaccordance with its terms and the date that the closing of the Transaction occurs, not to Transfer any to, directly or indirectly, sell, assign, transfer, hypothecate or otherwise dispose of its Claims, or convey, grant, issue or sell any option or right to acquire any of its Claims or voting rights related thereto or any other interest in (including by participation) (a “Transfer”) any Claim against the SuperMedia Parties, except to Company or any interest therein or voting rights in respect thereof unless (i) a party that (A) the transferee, assignee or equivalent is a Consenting Lender that is a party to and bound by this Agreement and, as applicable, the other Definitive Documentation (including the execution and delivery of a Lender Joinder in accordance with Subsection 9.1(c))), provided that upon the consummation of any Transfer by any Consenting Lender of any Claims, such Claims shall be, and shall automatically be deemed to be, subject to the terms of this Agreement and, as applicable, the other Definitive Documentation, or (B) as a condition precedent to the effectiveness of any such Transfer, the transferee thereof shall have executed and delivered a Lender Joinder in accordance with Subsection 9.1(c), and (ii) the consummation of such Transfer would not be reasonably expected to have or result in a material adverse impact on, or delay or impair the consummation of the Transaction in any material respect, within any of the time frames contemplated by this Agreement and the Plan Funding Agreement. Thereafter, such purchaser, transferee, assignee or other relevant Person shall be deemed to be a Consenting Lender for purposes of this Agreement and the other applicable Definitive Documentation and shall be bound by all of the terms hereof and thereof, and the transferor Consenting Lender shall be deemed to, automatically as of the consummation of such Transfer, relinquish its rights (and be released from its obligations) under this Agreement solely to the extent of such transferred Claims, it being understood and agreed that no such Transfer shall impact, effect or alter the rights and obligations of the Parties under the other Definitive Documentation except to the extent expressly set forth therein. (b) Any Transfer of any Claim that does not comply with the procedures set forth in Subsection 9.1(a) of this Agreement shall be deemed void ab initio. (c) Any person that seeks to receive or acquire a portion of the Claims pursuant to a Transfer of such Claims by a Consenting Lender shall be required, as a condition to the effectiveness of such Transfer, to be bound by all of the terms of this Agreement and, as applicable, the other Definitive Documentation (a “Joining Lender Party”) by duly executing and delivering to the Company and each other Party a joinder in the form of Exhibit H hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a Party for all purposes under this Agreement and, as applicable, the other Definitive Documentation. (d) With respect to the Claims held by the Joining Lender Party upon consummation of any Transfer, the Joining Lender Party shall be deemed to have made, with respect to itself, the representations and warranties of a Consenting Lender set forth in Section 6 of this Agreement to the Company. (e) Subject to Subsection 9.1(a), this Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional Claims; provided that that, any such Claims shall automatically be deemed to be subject to the terms of this Support Agreement; provided furtherAgreement and the other Definitive Documentation. (f) Notwithstanding Section 9.1(a): (i) a Consenting Lender may Transfer any right, that title, or interest in its Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or Person become a Consenting Lender only if such Qualified Marketmaker has purchased such Claims with a view to immediate resale of such Claims (by purchase, sale, assignment, transfer, participation or otherwise) as soon as reasonably practicable, and in no event later than the earlier of (A) three (3) business days prior to any voting deadline with respect to the Plan (solely if such Qualified Marketmaker acquires such Claims prior to such voting deadline) and (B) ten (10) business days of its acquisition to a transferee Consenting Lender that purchases a participation interest from is or becomes a Consenting Lender (pursuant by executing and delivering the Lender Joinder in accordance with Subsection 9.1(c)); and (ii) to Section 9.04(cthe extent that a Consenting Lender is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any right, title, or interest in any Claims that such Consenting Lender, acting solely in its capacity as a Qualified Marketmaker, acquires from a holder of such Claims who is not a Consenting Lender without the requirement that the transferee be or become a Consenting Lender with respect to such Claims. Notwithstanding the foregoing, (w) if at the time of a proposed Transfer of any Claim to the Qualified Marketmaker in accordance with the foregoing, the date of such proposed Transfer is within three (3) business days of the Credit Agreement) shall not be required to execute and deliver a Lender Joinder. As a condition voting deadline with respect to the effectiveness of any such Transfer, each Joining Lender Party shall indicate, on the signature page to its Lender JoinderPlan, the amount proposed transferor Consenting Lender shall first vote, and shall be deemed to have voted, such Claim in accordance with the requirements of Loans held by such Joining Lender Party. With respect Section 1.1(b) hereof prior to any Transfer effectuated or (x) if, after a Transfer in accordance with this Section 8.1(a9.1(f), such Joining Lender Party shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreement) by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof. (b) Any purported Transfer or transaction involving any Claim that does not comply with the procedures set forth in Section 8.1(a) shall be deemed void ab initio. (c) Any Consenting Lender that Transfers all of its Claims in accordance with Section 8.1(a) shall no longer be bound by this Support Agreement. (d) Notwithstanding the foregoing provisions of this Section 8.1, any Consenting Lender may, at any time and without notice to or consent from any other Party, pledge or grant a security interest in all or any portion of its Claims or rights (including rights to payment of interest and repayment of principal) under the Credit Agreement, as applicable, in order to secure obligations of such Consenting Lender to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting Lender; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party hereto. (e) This Support Agreement shall not preclude any Consenting Lender from acquiring additional Loans; provided that any such Loans shall automatically be deemed to be “Claims” subject to the terms of this Support Agreement.a

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to Transfer any of its Claims, or convey, grant, issue or sell any option or right to acquire any of its Claims or voting rights related thereto or any other interest in any Claim against the SuperMedia Dex Parties, except to (i) a party that is a Consenting Lender or (ii) a Joining Lender Party; provided that any such Claims shall automatically be deemed to be subject to the terms of this Support Agreement; provided further, that an entity or Person that purchases a participation interest from a Consenting Lender (pursuant to Section 9.04(c) of the Credit AgreementAgreements) shall not be required to execute and deliver a Lender Joinder. As a condition to the effectiveness of any such Transfer, each Joining Lender Party shall indicate, on the signature page to its Lender Joinder, the amount of Loans held by such Joining Lender Party. With respect to any Transfer effectuated in accordance with this Section 8.1(a), such Joining Lender Party shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit AgreementAgreements) by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under any of the Credit Agreement Agreements (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof. (b) Any purported Transfer or transaction involving any Claim that does not comply with the procedures set forth in Section 8.1(a) shall be deemed void ab initio. (c) Any Consenting Lender that Transfers all of its Claims in accordance with Section 8.1(a) shall no longer be bound by this Support Agreement. (d) Notwithstanding the foregoing provisions of this Section 8.1, any Consenting Lender may, at any time and without notice to or consent from any other Party, pledge or grant a security interest in all or any portion of its Claims or rights (including rights to payment of interest and repayment of principal) under any of the Credit AgreementAgreements, as applicable, in order to secure obligations of such Consenting Lender to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting Lender; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party hereto. (e) This Support Agreement shall not preclude any Consenting Lender from acquiring additional Loans; provided that any such Loans shall automatically be deemed to be “Claims” subject to the terms of this Support Agreement.

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agreesNo Seller Party shall assign or transfer, severally and not jointlyincluding by asset sale, for so long as this Support Agreement shall remain in effect as to itmerger, not to Transfer any change of its Claimscontrol, operation of law, or conveyotherwise, grant, issue or sell any option or right to acquire any of its Claims or voting rights related thereto or any other interest in any Claim against the SuperMedia Parties, except to (i) a party that is a Consenting Lender or (ii) a Joining Lender Party; provided that any such Claims shall automatically be deemed to be subject to the terms of this Support Agreement; provided further, that an entity or Person that purchases a participation interest from a Consenting Lender (pursuant to Section 9.04(c) of the Credit Agreement) shall not be required to execute and deliver a Lender Joinder. As a condition to the effectiveness of any such Transfer, each Joining Lender Party shall indicate, on the signature page to its Lender Joinder, the amount of Loans held by such Joining Lender Party. With respect to any Transfer effectuated in accordance with this Section 8.1(a), such Joining Lender Party shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreement) by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting Agreement or any other rights and obligations of the Consenting Lender hereunder)other Transaction Documents without the Purchasers’ prior written consent, other than a Change of Control pursuant to which such Consenting Lender shall remain bound subject the Seller Parties concurrently make the Buy-Out Payment to the terms hereofPurchasers (by direct payment to each Purchaser of its Pro Rata Share thereof). (b) Any purported Transfer or transaction involving Purchaser may assign, grant a participation in and/or transfer its rights and obligations hereunder to any Claim Person (other than, so long as no Put Option Event has occurred and is continuing, to a Disqualified Person) with prior notice to the Seller Parties, it being understood and agreed that does such notice requirement shall not comply with the procedures set forth in Section 8.1(a) shall be deemed void ab initioto require any Seller Party’s consent for any such assignment, participation or transfer; provided that [***]. The parties shall provide the Collateral Agent with written notice of any such assignment and, in connection therewith to the extent such assignee is not a Purchaser, shall deliver to the Collateral Agent a properly completed and duly executed IRS Form W-9 (or other applicable tax form) for such assignee Purchaser and any other documentation or other information requested by the Collateral Agent in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the USA PATRIOT Act. Upon request of the Collateral Agent, the Lead Seller and the Purchasers shall confirm in writing to the Collateral Agent the names and pro rata shares of all Purchasers party to this Agreement. (c) Any Consenting Lender Subject to Section 12.03(b) above and except for assignments, participations and/or transfer that Transfers all comply with the provisions of Section 12.03(b) relating to assignments, participations and/or transfers to a Person that is not a Qualifying Bank, no Purchaser shall enter into any arrangement with another person that is not a Qualifying Bank under which such Purchaser substantially transfers its Claims exposure under this Agreement to that other person, unless under such arrangement throughout the life of such arrangement: (i) the relationship between the Purchaser and that other person is that of a debtor and creditor (including in accordance with the bankruptcy or similar event of the Purchaser); (ii) the other person will have no proprietary interest in the benefit of this Agreement or in any monies received by the Purchaser under or in relation to this Agreement; and (iii) the other person will under no circumstances (other than permitted transfers and assignments under Section 8.1(a12.03(b) shall no longer above) (x) be bound by subrogated to, or substituted in respect of, the Purchaser’s claims under this Support Agreement and (y) have otherwise any contractual relationship with, or rights against, the Seller Party under or in relation to this Agreement. (d) Notwithstanding the foregoing provisions Any purported sale, assignment or transfer in violation of this Section 8.1, any Consenting Lender may, at any time 12.03 shall be null and without notice to or consent from any other Party, pledge or grant a security interest in all or any portion of its Claims or rights (including rights to payment of interest and repayment of principal) under the Credit Agreement, as applicable, in order to secure obligations of such Consenting Lender to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting Lender; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party hereto. (e) void. This Support Agreement shall not preclude any Consenting Lender from acquiring additional Loans; provided that any such Loans shall automatically be deemed to be “Claims” subject binding upon, inure to the terms benefit of this Support Agreementand be enforceable by, the parties hereto and their respective permitted successors and assigns. Section 12.03(c) has been included solely for Swiss law purposes and shall be governed by, and construed in accordance with, the laws of Switzerland.

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agreesNone of the Parent, severally and not jointlythe Seller nor any of their Affiliates shall sell, for so long as assign or otherwise transfer, including by asset sale, merger, change of control, operation of law, or otherwise, this Support Agreement shall remain in effect as or any portion of the US Product Rights to it, any Person without the prior written consent of the Buyer (not to Transfer any of its Claimsbe unreasonably conditioned, withheld or convey, grant, issue or sell any option or right to acquire any of its Claims or voting rights related thereto or any other interest in any Claim against the SuperMedia Parties, delayed) except to (i) to an Affiliate if such Affiliate transferee agrees in a party writing reasonably acceptable to the Buyer that is a Consenting Lender such Affiliate assumes all of the obligations of the Parent and the Seller to the Buyer under this Agreement and the Parent guarantees the performance of such Affiliate or (ii) in connection with a Joining Lender Party; provided that any Change of Control. Further, the Parent, the Seller and its Affiliates shall be permitted to assign all or substantially all of the US Product Rights to a Permitted Transferee if such Claims shall automatically be deemed to be subject Permitted Transferee agrees in a writing reasonably acceptable to the terms of this Support Agreement; provided further, Buyer that an entity or Person that purchases a participation interest from a Consenting Lender (pursuant to Section 9.04(c) it assumes all of the Credit Agreement) shall not be required to execute obligations of the Parent and deliver a Lender Joinder. As a condition the Seller to the effectiveness of Buyer under this Agreement. For clarity, nothing in this Section 11.3 shall prohibit any such Transfer, each Joining Lender Party shall indicate, on the signature page to its Lender Joinder, the amount of Loans held Out-Licenses permitted by such Joining Lender Party. With respect to any Transfer effectuated and entered into in accordance with this Section 8.1(a), such Joining Lender Party shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreement) by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof7.7. (b) Any purported Transfer or transaction involving any Claim that does not comply with Following the procedures set forth in Section 8.1(a) shall be deemed void ab initioclosing of the transactions contemplated by this Agreement, the Buyer may assign this Agreement without the prior written consent of the Seller if the Buyer provides a prior written notice to Seller regarding such assignment. (c) Any Consenting Lender that Transfers all A party assigning this Agreement as set forth in this Section 11.3 will promptly notify the other party of its Claims in accordance with Section 8.1(a) shall no longer be bound by this Support Agreementsuch assignment. (d) Notwithstanding the foregoing provisions Any purported sale, assignment or transfer in violation of this Section 8.1, any Consenting Lender may, at any time 11.3 shall be null and without notice to or consent from any other Party, pledge or grant a security interest in all or any portion of its Claims or rights (including rights to payment of interest and repayment of principal) under the Credit Agreement, as applicable, in order to secure obligations of such Consenting Lender to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting Lender; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party hereto. (e) void. This Support Agreement shall not preclude any Consenting Lender from acquiring additional Loans; provided that any such Loans shall automatically be deemed to be “Claims” subject binding upon, inure to the terms benefit of this Support Agreementand be enforceable by, the parties hereto and their respective permitted successors and assigns.

Assignment; Transfer Restrictions. (a) Each Consenting Lender Plan Support Party hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to iteffect, not to Transfer sell, assign, transfer, hypothecate or otherwise dispose of any Equity or Notes unless, as a condition precedent to any such transaction, the transferee thereof executes and delivers a Joinder (as defined in Section 8.1(c) hereof) to the Company at least two (2) Business Days prior to the relevant transfer. Thereafter, such transferee shall be deemed to be a Consenting Noteholder or Consenting Equity Holder, as applicable, for purposes of its Claimsthis Support Agreement. (b) Any sale, assignment, transfer, hypothecation or convey, grant, issue other disposition of any Note or sell any option or right to acquire any share of its Claims or voting rights related thereto or any other interest in any Claim against the SuperMedia Parties, except to Equity that either (i) a party that is a Consenting Lender does not comply with the procedures set forth in subsection 8.1(a) hereof; or (ii) acts to delay or otherwise materially effects the regulatory approvals required for the consummation of the Restructuring, shall be deemed void ab initio. (c) Any person that receives or acquires Notes or Equity pursuant to a sale, assignment, transfer, hypothecation or other disposition of such Notes or Equity by a Plan Support Party hereby agrees to be bound by all of the terms of this Support Agreement (as the same may be hereafter amended, restated or otherwise modified from time to time) (a “Joining Lender Party”) by executing and delivering a joinder in the form of Exhibit C hereto (the “Joinder”). The Joining Party shall thereafter be deemed to be a “Consenting Noteholder” or “Consenting Equity Holder,” as applicable, and a Party for all purposes under this Support Agreement. (d) With respect to the Notes or Equity held by any Joining Party upon consummation of the sale, assignment, transfer, hypothecation or other disposition of such Notes or Equity, the Joining Party hereby makes the representations and warranties of the Consenting Noteholders or Consenting Equity Holders, as applicable, set forth in Section 5 of this Support Agreement to the Company. (e) This Support Agreement shall in no way be construed to preclude any Plan Support Party from acquiring additional Notes, Equity, or any other claim against or interest in the Company; provided that any such Claims Notes, Equity or claim against or interest in the Company, shall automatically be deemed to be subject to the terms of this Support Agreement; provided further, that an entity or Person that purchases a participation interest from a Consenting Lender (pursuant to Section 9.04(c) of the Credit Agreement) shall not be required to execute and deliver a Lender Joinder. As a condition to the effectiveness of any such Transfer, each Joining Lender Party shall indicate, on the signature page to its Lender Joinder, the amount of Loans held by such Joining Lender Party. With respect to any Transfer effectuated in accordance with this Section 8.1(a), such Joining Lender Party shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreement) by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof. (b) Any purported Transfer or transaction involving any Claim that does not comply with the procedures set forth in Section 8.1(a) shall be deemed void ab initio. (c) Any Consenting Lender that Transfers all of its Claims in accordance with Section 8.1(a) shall no longer be bound by this Support Agreement. (d) Notwithstanding the foregoing provisions of this Section 8.1, any Consenting Lender may, at any time and without notice to or consent from any other Party, pledge or grant a security interest in all or any portion of its Claims or rights (including rights to payment of interest and repayment of principal) under the Credit Agreement, as applicable, in order to secure obligations of such Consenting Lender to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting Lender; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party hereto. (e) This Support Agreement shall not preclude any Consenting Lender from acquiring additional Loans; provided that any such Loans shall automatically be deemed to be “Claims” subject to the terms of this Support Agreement.

Assignment; Transfer Restrictions. (ai) Each Consenting Lender hereby agrees, severally and not jointlyjointly and severally, for so long as this Support Agreement shall remain in effect as to it, not to sell, assign, transfer, hypothecate or otherwise dispose of (each, a “Transfer”) any Term Loan Claim, except to a party that (A) is a Consenting Lender, provided, that any Term Loan Claims Transferred to a Consenting Lender shall automatically be deemed to be subject to the terms of this Support Agreement and any election to exchange or not to exchange Term Loan Claims made by the Consenting Lender transferor shall be binding upon the transferee or (B) executes and delivers a Joinder pursuant to the terms and conditions under Section 8.1(c). (ii) Notwithstanding Section 8.1(a)(i), in the case of a purported Transfer of any Term Loan Claim (a “Proposed Lender Transfer”) to a purported transferee (the “Proposed Lender Transferee”), such Proposed Lender Transfer shall be prohibited and/or deemed void ab initio and of no force or effect in accordance with Section 8.1(b) in the case of any of the following events: (A) (i) the Proposed Lender Transferee held less than ten and five hundredths percent (10.05%) of the Term Loan Claims outstanding immediately prior to the effectiveness of such Proposed Lender Transfer and (ii) such Proposed Lender Transfer shall result in such Proposed Lender Transferee holding ten and five hundredths percent (10.05%) or more of the Term Loan Claims outstanding; (B) (i) the Proposed Lender Transferee held less than twenty five and thirteen hundredths percent (25.13%) of the Term Loan Claims outstanding immediately prior to the effectiveness of such Proposed Lender Transfer and (ii) such Proposed Lender Transfer shall result in such Proposed Lender Transferee holding twenty five and thirteen hundredths percent (25.13%) or more of the Term Loan Claims outstanding; (C) (i) the Proposed Lender Transferee holdings of Term Loan Claims including all Term Loan Claims collectively held, directly or indirectly, in the aggregate through one or more intermediaries, together with any entity under ten percent (10%) or more common ownership with the Proposed Lender Transferee, or controlled by the same party that controls the Proposed Lender Transferee (collectively, the “Proposed Lender Transferee Interests”), represented less than ten and five hundredths percent (10.05%) of the Term Loan Claims outstanding immediately prior to the effectiveness of such Proposed Lender Transfer and (ii) such Proposed Lender Transfer shall result in the Proposed Lender Transferee Interests representing ten and five hundredths percent (10.05%) or more of the Term Loan Claims outstanding; and (D) (i) the Proposed Lender Transferee Interests represented less than twenty five and thirteen hundredths percent (25.13%) of the Term Loan Claims outstanding immediately prior to the effectiveness of such Proposed Lender Transfer and (ii) such Proposed Lender Transfer shall result in the Proposed Lender Transferee Interests representing twenty five and thirteen hundredths percent (25.13%) or more of the Term Loan Claims outstanding; provided, that, for each such Proposed Lender Transfers prohibited under this Section 8.1(a)(ii), (x) the Company Parties and (y) the Consenting Lenders representing fifty and one-tenth percent (50.1%) of the aggregate principal amount of the Term Loan Claims held by the Consenting Lenders other than such Proposed Lender Transferee and the purported transferor of such Proposed Lender Transfer may nevertheless agree to consent to and permit such Proposed Lender Transfer, and such Proposed Lender Transfer shall be deemed effective. (iii) The TL Agent shall have no obligations other than as expressly provided in the Existing Credit Agreement relating to Transfers, including Transfers of the type described in Section 8.1(a)(ii). For the avoidance of doubt, the TL Agent shall not be required to notify any other Party upon occurrence of a Transfer of the type described in Section 8.1(a)(ii). (b) Any Transfer of any Term Loan Claim that does not comply with the procedures set forth in Section 8.1(a) shall be deemed void ab initio and of no force or effect, regardless of any prior notice provided to the Company Parties and/or any Consenting Lender, and shall not create any obligation or liability of any Company Party or any other Consenting Lender to the purported transferee. Any Consenting Lender that effectuates a Transfer permitted under and in compliance with Section 8.1(a) shall have no liability under this Support Agreement arising solely from or related to the failure of the transferee of such Transfer to comply with the terms of this Support Agreement on or after the effective date of such Transfer. (c) Any person that receives or acquires a portion of the Term Loan Claims pursuant to a Transfer of such Term Loan Claims by a Consenting Lender hereby agrees to be bound by all of the terms of this Support Agreement (as the same may be hereafter amended, supplemented or otherwise modified from time to time) (a “Joining Lender Party”) by executing a joinder in the form of Exhibit B hereto (the “Joinder”) and delivering such Joinder promptly upon, but in no event later than three (3) business days following, execution to the Company Parties and legal counsel to the Required Consenting Lenders. The Joining Lender Party shall thereafter be deemed to be, for all purposes under this Support Agreement, a Party and a Consenting Lender and, if such Term Loan Claims acquired in the Transfer were Term Loan Claims held by the New RCF Commitment Party, a New RCF Commitment Party. (d) With respect to the Term Loan Claims held by the Joining Lender Party upon consummation of the Transfer of such Term Loan Claims to such Joining Lender Party, the Joining Lender Party hereby makes the representations and warranties of the Consenting Lenders, as applicable, set forth in Section 5 of this Support Agreement to the Company Parties. (e) Each Consenting Member hereby agrees, severally and not jointly and severally, for so long as this Support Agreement shall remain in effect as to it, not to Transfer any of its Claims, Existing Partnership Interests unless the transferee thereof executes and delivers a Member Joinder (as defined in Section 8.1(f)) pursuant to the terms and conditions under Section 8.1(f). (f) Any person that receives or convey, grant, issue or sell any option or right acquires a portion of the Existing Partnership Interests in the Company Parties pursuant to acquire any a Transfer of its Claims or voting rights related thereto or any other interest in any Claim against the SuperMedia Parties, except to (i) a party that is such Existing Partnership Interests by a Consenting Lender or (ii) a Joining Lender Party; provided that any such Claims shall automatically be deemed Member hereby agrees to be subject to bound by all of the terms of this Support Agreement; provided furtherAgreement (as the same may be hereafter amended, that an entity supplemented or Person that purchases otherwise modified from time to time) (a participation interest from “Joining Member Party”) by executing a Consenting Lender joinder in the form of Exhibit C hereto (pursuant to Section 9.04(cthe “Member Joinder”) of the Credit Agreementand delivering such Member Joinder promptly upon, but in no event later than three (3) shall not be required to execute and deliver a Lender Joinder. As a condition business days following, execution to the effectiveness of any such Transfer, each Company Parties and legal counsel to the Required Consenting Lenders. The Joining Lender Member Party shall indicate, on the signature page to its Lender Joinder, the amount of Loans held by such Joining Lender Party. With respect to any Transfer effectuated in accordance with this Section 8.1(a), such Joining Lender Party shall thereafter be deemed to be a Consenting Lender be, for all purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreement) by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with a Party and a Consenting Member. (g) With respect to any such participation (regardless the Existing Partnership Interests held by the Joining Member Party upon consummation of any instruction a transferee the Transfer of such participation gives with respect Existing Partnership Interests to voting or any other rights such Joining Member Party, the Joining Member Party hereby makes the representations and obligations warranties of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof. (b) Any purported Transfer or transaction involving any Claim that does not comply with the procedures Members set forth in Section 8.1(a) shall be deemed void ab initio5 of this Support Agreement to the other Parties. (c) Any Consenting Lender that Transfers all of its Claims in accordance with Section 8.1(a) shall no longer be bound by this Support Agreement. (dh) Notwithstanding the foregoing provisions of this Section 8.1, any Consenting Lender may, at any time and without notice to or consent from any other Party, pledge or grant a security interest in all or any portion of its Claims or rights (including including, without limitation, rights to payment of interest and repayment of principal) under the Existing Credit Agreement, as applicable, Agreement in order to secure obligations of such Consenting Lender to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting LenderBank; provided provided, that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party party hereto. (ei) This Support Agreement shall not in no way be construed to preclude any Consenting Lender from acquiring additional LoansTerm Loan Claims except as expressly prohibited by Section 8.1(a)(ii) herein; provided provided, that any such Loans Term Loan Claims shall automatically be deemed to be “Claims” subject to the terms of this Support AgreementAgreement and each such Consenting Lender agrees that such additional Term Loan Claims shall be subject to this Support Agreement and shall be Term Loan Claims hereunder. (i) A Qualified Marketmaker (as defined below) that acquires any of the Term Loan Claims solely with the purpose and intent of acting as a Qualified Marketmaker for such Term Loan Claims, shall not be required to execute and deliver to counsel a Joinder or otherwise agree to be bound by the terms and conditions set forth in this Support Agreement if such Qualified Marketmaker Transfers such Term Loan Claims (by purchase, sale, assignment, participation, or otherwise) to a Consenting Lender or a Joining Lender Party that properly executes and delivers a Joinder pursuant to this Section 8.1, and the Transfer otherwise is permitted under Section 8.1(a) (including, for the avoidance of doubt, the requirement that such subsequent transferee properly executes and delivers a Joinder pursuant to this Section 8.1, if necessary), and (ii) to the extent any Party who has signed this Support Agreement is acting in its capacity as a Qualified Marketmaker, such Party may Transfer any Term Loan Claims that it acquires from a Term Lender that is not a Consenting Lender to a transferee that is not a Consenting Lender at the time of such Transfer without the requirement that such transferee be or become a Consenting Lender. Notwithstanding the foregoing, any transfer to a Qualified Marketmaker shall be permitted so long as the Qualified Marketmaker agrees, solely to the extent that it holds any Term Loan Claims from a Consenting Lender on the record date for voting on the Plan, to act in accordance with this Support Agreement with respect to any vote or consent required hereunder (including a vote on the Plan) with respect to such Term Loan Claims. For these purposes, “Qualified Marketmaker” means an entity that (x) holds itself out to the market as standing ready in the ordinary course of its business to purchase from customers and sell to customers claims against any Company Party (including debt securities or other debt) or enter with customers into long and short positions in claims against any Company Party (including debt securities or other debt), in its capacity as a dealer or market maker in such claims against any Company Party and (y) is in fact regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

Assignment; Transfer Restrictions. (ai) Each Consenting Noteholder hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect, not to sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) any Note Claims to any third party that is not a Consenting Noteholder and (ii) Leucadia and the Group Lender hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to iteffect, not to Transfer sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) any Leucadia Holdings to any third party unless, as a condition precedent to any such transaction, the transferee thereof executes and delivers a joinder in the form of its ClaimsExhibit D hereto (the “Joinder”) to the Company Parties and legal counsel to the Consenting Noteholders and Leucadia prior to or contemporaneously with the execution of an agreement (or trade confirmation) in respect of the relevant transfer. Upon execution of a Joinder, the transferee shall be deemed to be a Consenting Noteholder or conveyGroup Lender, grantas applicable, issue or sell any option or right to acquire any for purposes of its Claims or voting rights related thereto or any other interest in any Claim against the SuperMedia Partiesthis Support Agreement, except to as otherwise set forth or limited herein. For the avoidance of doubt, each (i) a party that is a Consenting Lender Noteholder may freely sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) any Note Claims to any other Consenting Noteholder notwithstanding the foregoing and (ii) Group Lender and Leucadia may freely sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) any Leucadia Holdings to Leucadia notwithstanding the foregoing. (b) Any sale, assignment, transfer, hypothecation or other disposition (including by participation) of any Holdings that does not comply with the procedures set forth in Section 8.1(a) hereof shall be deemed void ab initio. (c) Any person that receives or acquires Holdings pursuant to a sale, assignment, transfer, hypothecation or other disposition (including by participation) of such Holdings by a Consenting Noteholder or Group Lender, as applicable, hereby agrees to be bound (and shall be deemed to be bound regardless of whether it executes and delivers a Joinder) by all of the terms of this Support Agreement (as the same may be hereafter amended, restated or otherwise modified from time to time) (a “Joining Party”). The Joining Party shall be deemed to be a Party for all purposes under this Support Agreement except as otherwise set forth or limited herein. Upon compliance with the foregoing, the transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Support Agreement that occurs prior to such transfer and any remedies with respect to such claim) under this Support Agreement to the extent of such transferred rights and obligations. (d) With respect to the Holdings of any Joining Party upon consummation of the sale, assignment, transfer, hypothecation or other disposition (including by participation) of such Holdings, the Joining Party hereby makes (and is deemed to have made) the representations and warranties of the Consenting Noteholders or Group Lender, as applicable, set forth in Section 5 hereof to the Company Parties. (e) This Support Agreement shall in no way be construed to preclude any Consenting Noteholder or Group Lender Partyfrom acquiring additional Holdings; provided that any such Claims Holdings shall automatically be deemed to be subject to the terms of this Support Agreement; provided further. (f) Notwithstanding anything to the contrary herein, a Qualified Marketmaker (as defined below) that an entity or Person that purchases a participation interest from a Consenting Lender (pursuant to Section 9.04(c) acquires any of the Credit Agreement) Holdings with the purpose and intent of acting as a Qualified Marketmaker for such Holdings shall not be required to execute and deliver to counsel a Lender Joinder. As a condition to the effectiveness of any such Transfer, each Joining Lender Party shall indicate, on the signature page to its Lender Joinder, the amount of Loans held by such Joining Lender Party. With respect to any Transfer effectuated in accordance with this Section 8.1(a), such Joining Lender Party shall be deemed Joinder or otherwise agree to be a Consenting Lender for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreement) bound by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof. (b) Any purported Transfer or transaction involving any Claim that does not comply with the procedures and conditions set forth in Section 8.1(a) shall be deemed void ab initio. (c) Any Consenting Lender that Transfers all of its Claims in accordance with Section 8.1(a) shall no longer be bound by this Support Agreement. Agreement if such Qualified Marketmaker transfers such Holdings (dby purchase, sale, assignment, participation, or otherwise) Notwithstanding to a Consenting Noteholder, Group Lender or a transferee that executes a Joinder as provided herein. As used herein, the foregoing provisions term “Qualified Marketmaker” means an entity that (i) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of this Section 8.1business to purchase from customers and sell to customers claims against the Company Parties (or enter with customers into long and short positions in claims against the Company Parties), any Consenting Lender mayin its capacity as a dealer or market maker in claims against the Company Parties and (ii) is, at any time and without notice to in fact, regularly in the business of making a market in claims against issuers or consent from any other Party, pledge or grant a security interest in all or any portion of its Claims or rights borrowers (including rights to payment of interest and repayment of principal) under the Credit Agreement, as applicable, in order to secure obligations of such Consenting Lender to a Federal Reserve Bank debt securities or to secure obligations owed in connection with financing provided to such Consenting Lender; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party heretoother debt). (e) This Support Agreement shall not preclude any Consenting Lender from acquiring additional Loans; provided that any such Loans shall automatically be deemed to be “Claims” subject to the terms of this Support Agreement.

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to Transfer Neither the Seller nor any of its ClaimsAffiliates shall sell, assign or otherwise transfer, including by asset sale, merger, change of control, operation of law, or conveyotherwise, grant, issue or sell any option or right to acquire any of its Claims or voting rights related thereto this Agreement or any other interest in portion of the RMC-6236 Product Rights to any Claim against Person without the SuperMedia Partiesprior written consent of the Buyer (not to be unreasonably conditioned, withheld or delayed) except to (i) to an Affiliate if such Affiliate transferee agrees in a party writing reasonably acceptable to the Buyer that is a Consenting Lender such Affiliate assumes all of the obligations of the Seller to the Buyer under the Transaction Documents and the Seller guarantees the performance of such Affiliate or (ii) in connection with a Joining Lender Party; provided that any Change of Control. Further, the Seller and its Affiliates shall be permitted to assign all or substantially all of the RMC-6236 Product Rights to a Permitted Transferee if such Claims shall automatically be deemed to be subject Permitted Transferee agrees in a writing reasonably acceptable to the terms of this Support Agreement; provided further, Buyer that an entity or Person that purchases a participation interest from a Consenting Lender (pursuant to Section 9.04(c) it assumes all of the Credit Agreement) shall not be required obligations of the Seller related to execute and deliver a Lender Joinder. As a condition RMC-6236 to the effectiveness of Buyer under this Agreement. For clarity, nothing in this Section 11.3 shall prohibit any such Transfer, each Joining Lender Party shall indicate, on the signature page to its Lender Joinder, the amount of Loans held Out-Licenses permitted by such Joining Lender Party. With respect to any Transfer effectuated and entered into in accordance with this Section 8.1(a)7.7, such Joining Lender Party shall be deemed to be or the grant of a Consenting Lender for purposes Lien on the RMC-6236 Product Rights (or any “proceeds” (as defined in the UCC) thereof) in connection with Senior Debt or an Additional Monetization incurred in accordance with Section 7.13. In connection with any Change of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) Control of the Credit AgreementSeller, (i) by a Consenting Lender of all or a portion the Buyer shall cooperate with the Seller to transfer the Transaction Documents and the obligation to make the Revenue Payments to any acquiror and (ii) the Seller shall cause the ultimate parent of such Consenting Lender’s rights or acquiror to agree to perform all the required obligations under the Credit Transaction Documents and the obligation to make the Revenue Payments under the Transaction Documents, following the sale, assignment or other transfer of this Agreement (including all or a any portion of the Loans owing RMC-6236 Product Rights, pursuant to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject documentation reasonably acceptable to the terms hereofBuyer, the Seller and such acquiror. (b) Any purported Transfer The Buyer may assign its rights under this Agreement without the prior written consent of the Seller if the Buyer provides a prior written notice to the Seller regarding such assignment. Upon the Buyer’s request, the parties hereto agree to timely negotiate in good faith (i) separate agreements with respect to the Tranche 3 Incremental Revenue Participation Right, Tranche 4 Incremental Revenue Participation Right, the Tranche 5 Sub Incremental Revenue Participation Right or transaction involving any Claim the Tranche 5 Incremental Revenue Participation Right that do not (A) modify the terms set forth herein except to allocate such terms across this Agreement and such separate agreements as long as such allocation does not comply modify the terms as a whole or (B) otherwise adversely affect the Seller with respect to its Tax or financial reporting position(s) for this Agreement and (ii) an amendment to this Agreement to effectuate the foregoing. The Buyer may not assign its obligations under this Agreement except to (x) an Affiliate with sufficient resources to perform the obligations of the Buyer hereunder, and for which Buyer has provided to Seller evidence of such resources reasonably acceptable to Seller, (y) any Person so long as the Buyer remains liable for such obligations, or (z) any Person with the procedures set forth in Section 8.1(a) shall prior written consent of the Seller (not to be deemed void ab initiounreasonably withheld, conditioned or delayed). (c) Any Consenting Lender that Transfers all A party assigning this Agreement as set forth in this Section 11.3 will promptly notify the other party of its Claims in accordance with Section 8.1(a) shall no longer be bound by this Support Agreementsuch assignment. (d) Notwithstanding the foregoing provisions Any purported sale, assignment or transfer in violation of this Section 8.1, any Consenting Lender may, at any time 11.3 shall be null and without notice to or consent from any other Party, pledge or grant a security interest in all or any portion of its Claims or rights (including rights to payment of interest and repayment of principal) under the Credit Agreement, as applicable, in order to secure obligations of such Consenting Lender to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting Lender; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party hereto. (e) void. This Support Agreement shall not preclude any Consenting Lender from acquiring additional Loans; provided that any such Loans shall automatically be deemed to be “Claims” subject binding upon, inure to the terms benefit of this Support Agreementand be enforceable by, the parties hereto and their respective permitted successors and assigns.

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to Transfer any of its Claimsto, directly or indirectly, sell, assign, transfer, pledge, hypothecate, grant an option on, or convey, grant, issue or sell any option or right to acquire any otherwise dispose of its Claims or voting rights related thereto or any other interest in any Claim against the SuperMedia Parties, except to (i) a party that is a Consenting Lender or (ii) a Joining Lender Party; provided that any such Claims shall automatically be deemed to be subject to the terms of this Support Agreement; provided furtherhereof, that an entity including as set forth in Exhibit E, or Person that purchases a participation interest from a Consenting Lender (pursuant power to Section 9.04(c) of vote any such Claim, unless the Credit Agreement) shall not be required to execute transferee thereof executes and deliver delivers a Lender Joinder. As a condition Joinder (as defined in subsection 7.1(c) below) to the effectiveness of any such Transfer, each Joining Lender Party shall indicate, on Administrative Agent at least two (2) business days prior to the signature page to its Lender Joinder, the amount of Loans held by such Joining Lender Partyrelevant transfer. With respect to any Transfer effectuated in accordance with this Section 8.1(a)Thereafter, such Joining Lender Party transferee shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For The Company shall acknowledge such transfer in writing within two (2) business days of their having received notice of such transfer (with the avoidance of doubt, any sale of participations (under Section 9.04(c) amount of the Credit AgreementClaim transferred to the Joining Lender Party having been redacted from any such transfer notice) by and provide a Consenting Lender of all or a portion copy of such Consenting Lender’s rights or acknowledgement to the Administrative Agent. By providing such writing, the Company shall be deemed to have acknowledged their obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereoftransferee. (b) Any purported Transfer sale, transfer or transaction involving assignment of any Claim Claim, or power to vote a Claim, that does not comply with the procedures set forth in Section 8.1(asubsection 7.1(a) above shall be deemed void ab initio. (c) Any person that receives or acquires a portion of the Claims pursuant to a sale, assignment, transfer, pledge, hypothecation, grant of an option on, or other disposition of such Claims by a Consenting Lender that Transfers all of its Claims in accordance with Section 8.1(a) shall no longer hereby agrees to be bound by all of the terms of this Support Agreement (as the same may be hereafter amended, restated or otherwise modified from time to time) (a “Joining Lender Party”) by executing and delivering a joinder in the form of Exhibit F annexed hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a party for all purposes under this Support Agreement. (d) With respect to the Claims held by the Joining Lender Party upon consummation of the sale, assignment, transfer, pledge, hypothecation, grant of an option on, or other disposition of such Claims, the Joining Lender Party hereby makes the representations and warranties of the Consenting Lenders set forth in Section 4 and the acknowledgment in Section 6 to each of the other Parties to this Support Agreement as of the date such Lender Joinder is executed. (e) This Support Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional Claims; provided that any additional Claims shall automatically be deemed to be subject to the terms of this Support Agreement upon the Consenting Lender’s acquisition of such additional Claims. Notwithstanding the foregoing provisions of this Section 8.17.1, any Consenting Lender may, at any time and without notice to or consent from any other Partyparty, pledge or grant a security interest in all or any portion of its Claims or rights (including including, without limitation, rights to payment of interest and repayment of principal) under the Credit Agreement, as applicable, Agreement in order to secure obligations of such Consenting Lender to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting LenderBank; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party party hereto. (e) This Support Agreement shall not preclude any Consenting Lender from acquiring additional Loans; provided that any such Loans shall automatically be deemed to be “Claims” subject to the terms of this Support Agreement.

Assignment; Transfer Restrictions. (a) Each Consenting Term Loan Lender hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to iteffect, not to Transfer any sell, assign, transfer, hypothecate or otherwise dispose of its Claims, or convey, grant, issue or sell any option or right to acquire any of its Claims or voting rights related thereto or any other interest in (including by participation) any Claim against or Interest in the SuperMedia PartiesDebtor unless, except as a condition precedent to (i) a party that is a Consenting Lender or (ii) a Joining Lender Party; provided that any such Claims shall automatically be deemed to be subject transaction, the transferee thereof executes and delivers a joinder in the form of Exhibit C hereto (“Joinder”) to the terms of this Support Agreement; provided further, that an entity or Person that purchases a participation interest from a Consenting Lender Parties within three (pursuant to Section 9.04(c3) Business Days of the Credit Agreementexecution of an agreement (or trade confirmation) shall not be required to execute and deliver a Lender Joinderin respect of the relevant transfer. As a condition to Upon execution of the effectiveness of any such Transfer, each Joining Lender Party shall indicate, on the signature page to its Lender Joinder, the amount of Loans held by such Joining Lender Party. With respect to any Transfer effectuated in accordance with this Section 8.1(a), such Joining Lender Party transferee shall be deemed to be a Consenting Term Loan Lender for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreement) by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof. (b) Any purported Transfer sale, assignment, transfer, hypothecation or transaction involving other disposition (including by participation) of any Claim or Interest that does not comply with the procedures set forth in Section 8.1(a9.02(a) of this Agreement shall be deemed void ab initio. (c) Any person that receives or acquires a portion of a Claim or Interest of a Consenting Lender that Transfers all Term Loan Party pursuant to a sale, assignment, transfer, hypothecation or other disposition (including by participation) of its Claims in accordance with Section 8.1(a) shall no longer such Claim or Interest by a Consenting Term Loan Party hereby agrees to be bound by this Support Agreement. (d) Notwithstanding all of the foregoing provisions terms of this Section 8.1Agreement (as the same may be hereafter amended, any Consenting Lender may, at any restated or otherwise modified from time to time) (a “Joining Party”) by executing and without notice to or consent from any other Party, pledge or grant delivering a security interest in all or any portion of its Claims or rights (including rights to payment of interest and repayment of principal) under the Credit Agreement, as applicable, in order to secure obligations of such Consenting Lender to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting Lender; provided that no such pledge or grant of a security interest Joinder. The Joining Party shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party hereto. (e) This Support Agreement shall not preclude any Consenting Lender from acquiring additional Loans; provided that any such Loans shall automatically thereafter be deemed to be “Claims” subject to the terms of a Consenting Term Loan Lender for all purposes under this Support Agreement.

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to Transfer any of its Claimssell, assign, transfer, hypothecate or otherwise dispose of, or convey, grant, issue or sell any option or option, right to acquire any of its Claims acquire, voting, participation or voting rights related thereto or any other interest in any Claim against the SuperMedia Company Parties, except to a party that (i) a party that is a Consenting Lender or (ii) a Joining Lender PartyLender; provided that any such Claims shall automatically be deemed to be subject to the terms of this Support Agreement; provided further, further that an entity any election to exchange or Person that purchases a participation interest from a not to exchange Loans made by the Consenting Lender transferor shall be binding upon the transferee, or (pursuant to Section 9.04(cii) of the Credit Agreement) shall not be required to execute executes and deliver delivers a Lender Joinder. As a condition Joinder (as defined in section 7.1(c)) to the effectiveness of any such Transfer, each Joining Lender Party shall indicate, on Administrative Agent and the signature page Company Parties at least five Business Days prior to its Lender Joinder, the amount of Loans held by such Joining Lender Partyrelevant transfer. With respect to any Transfer transfers effectuated in accordance with this Section 8.1(a)clause (ii) above, (x) such Joining Lender Party transferee shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For , (y) the avoidance of doubt, Company shall be deemed to have acknowledged such transfer and (z) any sale of participations (under Section 9.04(c) of the Credit Agreement) election to exchange or not to exchange Loans made by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender transferor shall remain bound subject to be binding upon the terms hereoftransferee. (b) Any purported Transfer sale, transfer or transaction involving assignment of any Claim that does not comply with the procedures set forth in Section 8.1(asubsection 7.1(a) shall be deemed void ab initio. (c) Any person that receives or acquires a portion of the Claims pursuant to a sale, assignment, transfer, hypothecation or other disposition of such Claims by a Consenting Lender that Transfers all of its Claims in accordance with Section 8.1(a) shall no longer hereby agrees to be bound by all of the terms of this Support Agreement (as the same may be hereafter amended, restated or otherwise modified from time to time) (a “Joining Lender Party”) by executing and delivering to counsel for the Company Parties and counsel for the Administrative Agent a joinder in the form of Exhibit B hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a party for all purposes under this Support Agreement. Each Joining Lender Party shall indicate, on the appropriate schedule annexed to its Lender Joinder, (i) the number and amount of Loan claims held by such Consenting Lender, and (ii) the amount of its Loans that such Consenting Lender desires to convert into Second Lien Term Loans (except in the case of a Backstop Lender, it being understood that such Consenting Lender’s percentage interest in the Second Lien Term Loans shall not exceed such Consenting Lender’s Maximum Exchange Percentage). (d) With respect to the Claims held by the Joining Lender Party upon consummation of the sale, assignment, transfer, hypothecation or other disposition of such Claims, the Joining Lender Party hereby makes the representations and warranties of the Consenting Lenders set forth in Section 4 of this Support Agreement to the Company Parties. (e) Notwithstanding the foregoing provisions of this Section 8.17.1, any Consenting Lender may, at any time and without notice to or consent from any other Partyparty, pledge or grant a security interest in all or any portion of its Claims or rights (including including, without limitation, rights to payment of interest and repayment of principal) under the Credit Agreement, as applicable, Agreements in order to secure obligations of such Consenting Lender to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting LenderBank; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party party hereto. (ef) This Support Agreement shall not in no way be construed to preclude any Consenting Lender from acquiring additional Loansclaims; provided that any such Loans claims shall automatically be deemed to be “Claims” subject to the terms of this Support Agreement.

Assignment; Transfer Restrictions. (a) Each Consenting Lender Plan Support Party hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to iteffect, not to Transfer sell, assign, transfer, hypothecate or otherwise dispose of any of its ClaimsClaim under the Credit Agreement, or convey, grant, issue or sell any option or right to acquire any of its Claims or voting rights related thereto Notes or any other Claim against or interest in the Company unless, as a condition precedent to any such transaction, the transferee thereof executes and delivers a Joinder (as defined in Section 8.1(c) hereof) to the Company at least two (2) Business Days prior to the relevant transfer. Thereafter, such transferee shall be deemed to be a Plan Support Party, for purposes of this Support Agreement. (b) Any sale, assignment, transfer, hypothecation or other disposition of any Claim under the Credit Agreement, any Note or any other Claim against or interest in the SuperMedia Parties, except to Company that either (i) a party that is a Consenting Lender does not comply with the procedures set forth in subsection 8.1(a) hereof; or (ii) acts to delay or otherwise materially effects any regulatory approvals required for the consummation of the Restructuring, shall be deemed void ab initio. (c) Any person that receives or acquires any Claims under the Credit Agreement, any Notes or any other Claim against or interest in the Company pursuant to a sale, assignment, transfer, hypothecation or other disposition of such Notes or Claims by a Plan Support Party hereby agrees to be bound by all of the terms of this Support Agreement (as the same may be hereafter amended, restated or otherwise modified from time to time) (a “Joining Lender Party”) by executing and delivering a joinder in the form of Exhibit D hereto (the “Joinder”). The Joining Party shall thereafter be deemed to be a Plan Support Party for all purposes under this Support Agreement. (d) With respect to the Claims under the Credit Agreement, Notes or any other Claim against or interest in the Company held by any Joining Party upon consummation of the sale, assignment, transfer, hypothecation or other disposition of such Notes or Claims, the Joining Party hereby makes the representations and warranties of the Plan Support Parties, set forth in Section 5 of this Support Agreement to the Company. (e) This Support Agreement shall in no way be construed to preclude any Plan Support Party from acquiring additional Claims under the Credit Agreement, Notes or any other Claim against or interest in the Company; provided that any such Claims under the Credit Agreement, Notes or Claim 9 against or interest in the Company, shall automatically be deemed to be subject to the terms of this Support Agreement; provided further, that an entity or Person that purchases a participation interest from a Consenting Lender (pursuant to Section 9.04(c) of the Credit Agreement) shall not be required to execute and deliver a Lender Joinder. As a condition to the effectiveness of any such Transfer, each Joining Lender Party shall indicate, on the signature page to its Lender Joinder, the amount of Loans held by such Joining Lender Party. With respect to any Transfer effectuated in accordance with this Section 8.1(a), such Joining Lender Party shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreement) by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof. (b) Any purported Transfer or transaction involving any Claim that does not comply with the procedures set forth in Section 8.1(a) shall be deemed void ab initio. (c) Any Consenting Lender that Transfers all of its Claims in accordance with Section 8.1(a) shall no longer be bound by this Support Agreement. (d) Notwithstanding the foregoing provisions of this Section 8.1, any Consenting Lender may, at any time and without notice to or consent from any other Party, pledge or grant a security interest in all or any portion of its Claims or rights (including rights to payment of interest and repayment of principal) under the Credit Agreement, as applicable, in order to secure obligations of such Consenting Lender to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting Lender; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party hereto. (e) This Support Agreement shall not preclude any Consenting Lender from acquiring additional Loans; provided that any such Loans shall automatically be deemed to be “Claims” subject to the terms of this Support Agreement.

Assignment; Transfer Restrictions. (a) Each Consenting Lender Plan Support Party hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to iteffect, not to Transfer sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) any Holdings unless, as a condition precedent to any such transaction, the transferee thereof executes and delivers a Joinder (as defined in Section 8.1(c) hereof) to the Company and the Plan Support Parties within three (3) business days of its Claimsthe execution of an agreement (or trade confirmation) in respect of the relevant transfer. Upon execution of a Joinder, or convey, grant, issue or sell any option or right the transferee shall be deemed to acquire any be a Plan Support Party for purposes of its Claims or voting rights related thereto or any other interest in any Claim against the SuperMedia Partiesthis Support Agreement, except as otherwise set forth or limited herein. (b) Any sale, assignment, transfer, hypothecation or other disposition (including by participation) of any Holdings that does not comply with the procedures set forth in subsection 8.1(a) hereof shall be deemed void ab initio. (c) Any person that receives or acquires Holdings pursuant to a sale, assignment, transfer, hypothecation or other disposition (iincluding by participation) of such Holdingsby a party that is Plan Support Party hereby agrees to be bound by all of the terms of this Support Agreement (as the same may be hereafter amended, restated or otherwise modified from time to time) (a “Joining Party”) by executing and delivering a joinder in the form of Exhibit B hereto (the “Joinder”). The Joining Party shall thereafter be deemed to be a Party for all purposes under this Support Agreement, except as otherwise set forth or limited herein. (d) With respect to the Holdings any Joining Party upon consummation of the sale, assignment, transfer, hypothecation or other disposition (including by participation) of such Holdings, the Joining Party hereby makes the representations and warranties of the Apollo Entities or Consenting Lender or Noteholders, as applicable, set forth in Section 5 hereof to the Company. (iie) a Joining Lender PartyThis Support Agreement shall in no way be construed to preclude any Plan Support Party from acquiring additional Holdings; provided that any such Claims Holdings shall automatically be deemed to be subject to the terms of this Support Agreement; provided further, that an entity or Person that purchases a participation interest from a Consenting Lender (pursuant to Section 9.04(c) of the Credit Agreement) shall not be required to execute and deliver a Lender Joinder. As a condition to the effectiveness of any such Transfer, each Joining Lender Party shall indicate, on the signature page to its Lender Joinder, the amount of Loans held by such Joining Lender Party. With respect to any Transfer effectuated in accordance with this Section 8.1(a), such Joining Lender Party shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreement) by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof. (b) Any purported Transfer or transaction involving any Claim that does not comply with the procedures set forth in Section 8.1(a) shall be deemed void ab initio. (c) Any Consenting Lender that Transfers all of its Claims in accordance with Section 8.1(a) shall no longer be bound by this Support Agreement. (d) Notwithstanding the foregoing provisions of this Section 8.1, any Consenting Lender may, at any time and without notice to or consent from any other Party, pledge or grant a security interest in all or any portion of its Claims or rights (including rights to payment of interest and repayment of principal) under the Credit Agreement, as applicable, in order to secure obligations of such Consenting Lender to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting Lender; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party hereto. (e) This Support Agreement shall not preclude any Consenting Lender from acquiring additional Loans; provided that any such Loans shall automatically be deemed to be “Claims” subject to the terms of this Support Agreement.

Assignment; Transfer Restrictions. (a) Each Consenting Lender Secured Party hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to Transfer sell, assign, transfer, hypothecate or otherwise dispose of any of its Claimspro rata share of the prepetition Secured Notes, Credit Agreement obligations or convey, grant, issue or sell any option or right to acquire any of its Claims or voting rights related obligations under the DIP Credit Agreement (the “DIP Loans”) (if any) unless prior thereto or any other interest the transferee thereof executes and delivers a Secured Party Joinder (as defined in any Claim against the SuperMedia Parties, except to (isection 9.3(a)) a party that is a Consenting Lender or (ii) a Joining Lender Party; provided that any such Claims shall automatically be deemed to be subject to the terms of this Support Agreement; provided further, that an entity or Person that purchases a participation interest from a Consenting Lender Administrative Agent at least two (pursuant to Section 9.04(c2) of the Credit Agreement) shall not be required to execute and deliver a Lender Joinder. As a condition Business Days prior to the effectiveness of any such Transfer, each Joining Lender Party shall indicate, on the signature page to its Lender Joinder, the amount of Loans held by such Joining Lender Partyrelevant transfer. With respect to any Transfer effectuated in accordance with this Section 8.1(a)Thereafter, such Joining Lender Party transferee shall be deemed to be a Consenting Lender Secured Party for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreement) by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof. (b) Any purported Transfer sale, transfer, assignment, hypothecation or transaction involving other disposition by any Claim Consenting Secured Party of any or all of its pro rata share of the prepetition Secured Notes, Credit Agreement obligations or DIP Loans (if any) that does not comply with the procedures set forth in Section 8.1(a9.1(a) shall be deemed void ab initio. (c) Any Nothing herein shall be construed to restrict any Consenting Lender Secured Party’s right to acquire additional prepetition Secured Notes, Credit Agreement obligations or DIP Loans. To the extent any Consenting Secured Party acquires as legal owner additional prepetition Secured Notes, Credit Agreement obligations or DIP Loans, the Parties agree that Transfers all such prepetition Secured Notes, Credit Agreement obligations and DIP Loans shall be deemed to be subject to the terms of its Claims in accordance with Section 8.1(a) shall no longer be bound by this Support Agreement. (d) Agreement upon the Consenting Secured Party’s acquisition of such additional Secured Notes, Credit Agreement obligations or DIP Loans. Notwithstanding the foregoing provisions of this Section 8.19.1, any Consenting Lender Secured Party may, at any time and without notice to or consent from any other Partyparty, pledge or grant a security interest in all or any portion of its Claims or rights (including including, without limitation, rights to payment of interest and repayment of principal) under the Indenture, the Credit Agreement, as applicable, in order Agreement or the DIP Credit Agreement to secure obligations of such Consenting Lender Secured Party to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting LenderBank; provided that no such pledge or grant of a security interest shall release such Consenting Lender Secured Party from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender Secured Party as a Party party hereto. (e) This Support Agreement shall not preclude any Consenting Lender from acquiring additional Loans; provided that any such Loans shall automatically be deemed to be “Claims” subject to the terms of this Support Agreement.

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to Transfer any of its Claimsto, directly or indirectly, sell, assign, transfer, pledge, hypothecate, grant an option on, or convey, grant, issue or sell any option or right to acquire any otherwise dispose of its Claims or voting rights related thereto or any other interest in any Claim against the SuperMedia Parties, except to (i) a party that is a Consenting Lender or (ii) a Joining Lender Party; provided that any such Claims shall automatically be deemed to be subject to the terms of this Support Agreement; provided furtherhereof, that an entity including as set forth in Exhibit E, or Person that purchases a participation interest from a Consenting Lender (pursuant power to Section 9.04(c) of vote any such Claim, unless the Credit Agreement) shall not be required to execute transferee thereof executes and deliver delivers a Lender Joinder. As a condition Joinder (as defined in subsection 7.1(c) below) to the effectiveness of any such Transfer, each Joining Lender Party shall indicate, on Administrative Agent at least two (2) business days prior to the signature page to its Lender Joinder, the amount of Loans held by such Joining Lender Partyrelevant transfer. With respect to any Transfer effectuated in accordance with this Section 8.1(a)Thereafter, such Joining Lender Party transferee shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For The Company shall acknowledge such transfer in writing within two (2) business days of their having received notice of such transfer (with the avoidance of doubt, any sale of participations (under Section 9.04(c) amount of the Credit AgreementClaim transferred to the Joining Lender Party having been redacted from any such transfer notice) by and provide a Consenting Lender of all or a portion copy of such Consenting Lender’s rights or acknowledgement to the Administrative Agent. By providing such writing, the Company shall be deemed to have acknowledged their obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereoftransferee. (b) Any purported Transfer sale, transfer or transaction involving assignment of any Claim Claim, or power to vote a Claim, that does not comply with the procedures set forth in Section 8.1(asubsection 7.1(a) above shall be deemed void ab initio. (c) Any person that receives or acquires a portion of the Claims pursuant to a sale, assignment, transfer, pledge, hypothecation, grant of an option on, or other disposition of such Claims by a Consenting Lender that Transfers all of its Claims in accordance with Section 8.1(a) shall no longer hereby agrees to be bound by all of the terms of this Support Agreement (as the same may be hereafter amended, restated or otherwise modified from time to time) (a “Joining Lender Party”) by executing and delivering a joinder in the form of Exhibit F annexed hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a party for all purposes under this Support Agreement. (d) With respect to the Claims held by the Joining Lender Party upon consummation of the sale, assignment, transfer, pledge, hypothecation, grant of an option on, or other disposition of such Claims, the Joining Lender Party hereby makes the representations and warranties of the Consenting Lenders set forth in Section 4 and the acknowledgment in Section 6 to each of the other Parties to this Support Agreement as of the date such ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is executed. (e) This Support Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional Claims; provided that any additional Claims shall automatically be deemed to be subject to the terms of this Support Agreement upon the Consenting Lender’s acquisition of such additional Claims. Notwithstanding the foregoing provisions of this Section 8.17.1, any Consenting Lender may, at any time and without notice to or consent from any other Partyparty, pledge or grant a security interest in all or any portion of its Claims or rights (including including, without limitation, rights to payment of interest and repayment of principal) under the Credit Agreement, as applicable, Agreement in order to secure obligations of such Consenting Lender to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting LenderBank; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party party hereto. (e) This Support Agreement shall not preclude any Consenting Lender from acquiring additional Loans; provided that any such Loans shall automatically be deemed to be “Claims” subject to the terms of this Support Agreement.

Assignment; Transfer Restrictions. (a) Each Consenting Lender Noteholder hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to Transfer any of its Claimssell, assign, transfer, hypothecate or otherwise dispose of, or convey, grant, issue or sell any option or option, right to acquire any of its Claims acquire, voting, participation or voting rights related thereto or any other interest in any Claim against the SuperMedia Company Parties, except to a party that (i) a party that is a Consenting Lender or (ii) a Joining Lender PartyNoteholder; provided that any such Claims (to the extent they are Claims against Pulitzer or its subsidiaries) shall automatically be deemed to be subject to the terms of this Support Agreement; provided further, that an entity or Person that purchases a participation interest from a Consenting Lender (pursuant to Section 9.04(cii) of the Credit Agreement) shall not be required to execute and deliver a Lender Joinder. As a condition to the effectiveness of any such Transferextent they are Claims against Pulitzer or its subsidiaries, each Joining Lender Party shall indicate, on executes and delivers a Noteholder Joinder (as defined in Section 7.1(c) hereof) to the signature page Company Parties at least five Business Days prior to its Lender Joinder, the amount of Loans held by such Joining Lender Partyrelevant transfer. With respect to any Transfer transfers effectuated in accordance with this Section 8.1(a)clause (ii) above, (x) such Joining Lender Party transferee shall be deemed to be a Consenting Lender Noteholder for purposes of this Support Agreement. For , and (y) the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreement) by a Consenting Lender of all or a portion of Company shall be deemed to have acknowledged such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereoftransfer. (b) Any purported Transfer sale, transfer or transaction involving assignment of any Claim that does not comply with the procedures set forth in Section 8.1(asubsection 7.1(a) shall be deemed void ab initio. (c) Any person that receives or acquires a portion of the Claims pursuant to a sale, assignment, transfer, hypothecation or other disposition of such Claims by a Consenting Lender that Transfers all of its Claims in accordance with Section 8.1(a) shall no longer Noteholder hereby agrees to be bound by all of the terms of this Support Agreement (as the same may be hereafter amended, restated or otherwise modified from time to time) (a “Joining Noteholder Party”) by executing and delivering to counsel for the Company Parties a joinder in the form of Exhibit D hereto (the “Noteholder Joinder”). The Joining Noteholder Party shall thereafter be deemed to be a “Consenting Noteholder” and a Party for all purposes under this Support Agreement. Each Joining Noteholder Party shall indicate, on the appropriate schedule annexed to its Noteholder Joinder, the number and amount of Claims held by such Consenting Noteholder. (d) With respect to the Claims held by the Joining Noteholder Party upon consummation of the sale, assignment, transfer, hypothecation or other disposition of such Claims, the Joining Noteholder Party hereby makes the representations and warranties of the Consenting Noteholders set forth in Section 4 of this Support Agreement to the Company Parties. (e) Notwithstanding the foregoing provisions of this Section 8.17.1, any Consenting Lender Noteholder may, at any time and without notice to or consent from any other Partyparty, pledge or grant a security interest in all or any portion of its Claims or rights (including including, without limitation, rights to payment of interest and repayment of principal) under the Credit Agreement, as applicable, Note Agreement in order to secure obligations of such Consenting Lender Noteholder to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting LenderBank; provided that no such pledge or grant of a security interest shall release such Consenting Lender Noteholder from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender Noteholder as a Party party hereto. (ef) This Support Agreement shall not in no way be construed to preclude any Consenting Lender Noteholder from acquiring additional Loansclaims against the Company Parties; provided that any such Loans claims shall automatically be deemed to be “Claims” subject to the terms of this Support Agreement.

Assignment; Transfer Restrictions. (a) Each Consenting Lender hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to Transfer sell, assign, transfer, hypothecate or otherwise dispose of any of its Claims, pro rata share of the prepetition Total Outstandings or convey, grant, issue or sell any option or right to acquire any of its Claims or voting rights related DIP Loans (if any) unless prior thereto or any other interest the transferee thereof executes and delivers a Lender Joinder (as defined in any Claim against the SuperMedia Parties, except to (isection 9.3(a)) a party that is a Consenting Lender or (ii) a Joining Lender Party; provided that any such Claims shall automatically be deemed to be subject to the terms of this Support Agreement; provided further, that an entity or Person that purchases a participation interest from a Consenting Lender Administrative Agent at least two (pursuant to Section 9.04(c2) of the Credit Agreement) shall not be required to execute and deliver a Lender Joinder. As a condition Business Days prior to the effectiveness of any such Transfer, each Joining Lender Party shall indicate, on the signature page to its Lender Joinder, the amount of Loans held by such Joining Lender Partyrelevant transfer. With respect to any Transfer effectuated in accordance with this Section 8.1(a)Thereafter, such Joining Lender Party transferee shall be deemed to be a Consenting Lender for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreement) by a Consenting Lender of all or a portion of such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof. (b) Any purported Transfer sale, transfer, assignment, hypothecation or transaction involving other disposition by any Claim Consenting Lender of any or all of its pro rata share of the prepetition Total Outstandings or DIP Loans (if any) that does not comply with the procedures set forth in Section 8.1(a9.1(a) shall be deemed void ab initio. (c) Any Nothing herein shall be construed to restrict any Consenting Lender’s right to acquire additional prepetition Loans, participation interests in prepetition Letters of Credit or DIP Loans. To the extent any Consenting Lender acquires as legal owner additional prepetition Loans, participation interests in prepetition Letters of Credit or DIP Loans, the Parties agree that Transfers all such prepetition Loans, participation interests in prepetition Letters of its Claims in accordance with Section 8.1(a) Credit and DIP Loans shall no longer be bound by deemed to be subject to the terms of this Support Agreement. (d) Agreement upon the Consenting Lender’s acquisition of such additional prepetition Loans, participation interests in prepetition Letters of Credit or DIP Loans. Notwithstanding the foregoing provisions of this Section 8.19.1, any Consenting Lender may, at any time and without notice to or consent from any other Partyparty, pledge or grant a security interest in all or any portion of its Claims or rights (including including, without limitation, rights to payment of interest and repayment of principal) under the prepetition Credit Agreement, as applicable, Agreement or the DIP Credit Agreement in order to secure obligations of such Consenting Lender to a Federal Reserve Bank or to secure obligations owed in connection with financing provided to such Consenting LenderBank; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party party hereto. (d) Each Consenting Shareholder hereby agrees, for so long as this Support Agreement shall remain in effect as to it, not to sell, assign, transfer, hypothecate or otherwise dispose of any of its equity interests in Holding unless prior thereto the transferee thereof executes and delivers a Shareholder Joinder (as defined in Section 9.3(c)) to the Administrative Agent at least two (2) Business Days prior to the relevant transfer. Thereafter, such transferee shall be deemed to be a Consenting Shareholder for purposes of this Support Agreement. (e) This Support Agreement shall not preclude Any sale, transfer, assignment, hypothecation or other disposition by any Consenting Lender from acquiring additional Loans; provided Shareholder of any or all of its equity interests that any such Loans does not comply with the procedures set forth in Section 9.1(d) shall automatically be deemed to be “Claims” subject to the terms of this Support Agreementvoid ab initio.

Assignment; Transfer Restrictions. (a) Each Consenting Lender Participating Creditor hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to Transfer any of its Claims, or convey, grant, issue or sell any option or right to acquire any of its Claims or voting rights related thereto or any other interest in any Claim against the SuperMedia GateHouse Parties, except to (i) a party that is a Consenting Lender Participating Creditor or (ii) a Joining Lender Creditor Party; provided that any such Claims shall automatically be deemed to be subject to the terms of this Support Agreement; provided further, that an entity or Person that purchases a participation interest from a Consenting Lender (pursuant to Section 9.04(c) of the Credit Agreement) shall not be required to execute and deliver a Lender Joinder. As a condition to the effectiveness of any such Transfer, each Joining Lender Creditor Party shall indicate, on the signature page to its Lender Creditor Joinder, the amount of Loans Claims held by such Joining Lender Creditor Party. With respect to any Transfer effectuated in accordance with this Section 8.1(a7.1(a), such Joining Lender Creditor Party shall be deemed to be a Consenting Lender Participating Creditor for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c9.6(b) of the Credit Agreement) by a Consenting Lender Participating Creditor of all or a portion of such Consenting LenderParticipating Creditor’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting LenderParticipating Creditor) shall not relieve such Consenting Lender Participating Creditor from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights and obligations of the Consenting Lender Participating Creditor hereunder), to which such Consenting Lender Participating Creditor shall remain bound subject to the terms hereof. (b) Any purported Transfer or transaction involving any Claim that does not comply with the procedures set forth in Section 8.1(a7.1(a) shall be deemed void ab initio. (c) Any Consenting Lender This Support Agreement shall not preclude any Participating Creditor from acquiring additional Claims; provided that Transfers all any such Claims shall automatically be deemed to be “Claims” of its Claims in accordance with Section 8.1(a) shall no longer be bound by such Participating Creditor subject to the terms of this Support Agreement. (d) Notwithstanding anything herein to the foregoing provisions of this Section 8.1contrary, (1) a Participating Creditor may Transfer or participate any Consenting Lender mayright, at any time and without notice to title or consent from any other Party, pledge or grant a security interest in all or any portion of Claims to an entity that is acting in its Claims or rights capacity as a Qualified Marketmaker (including rights to payment of interest and repayment of principal) under the Credit Agreement, as applicable, in order to secure obligations of such Consenting Lender a “Transfer to a Federal Reserve Bank QMM”) without the requirement that the Qualified Marketmaker be or to secure obligations owed in connection with financing provided to such Consenting Lender; become a Participating Creditor, provided that no such pledge Transfer to a QMM shall only be valid if the Qualified Marketmaker subsequently Transfers or grant participates such right, title or interest in the Claims to a transferee who is a Participating Creditor (or becomes a Participating Creditor at the time of the Transfer or participation pursuant to a security interest shall release such Consenting Lender from any of Creditor Joinder) either (i) prior to the voting record date for the Plan (the “Voting Record Date”) if the Transfer to a QMM is made prior to the Voting Record Date or (ii) after the Voting Record Date if the Transfer to a QMM is made after the Voting Record Date, and (2) if a Participating Creditor, acting in its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender capacity as a Party heretoQualified Marketmaker, acquires a right, title or interest in Claims from a holder of Claims who is not a Participating Creditor, it may Transfer or participate such Claims without the requirement that the transferee be or become a Participating Creditor. (e) This Support Agreement shall not preclude any Consenting Lender from acquiring additional Loans; provided that any such Loans shall automatically be deemed to be “Claims” subject to the terms of this Support Agreement.

Assignment; Transfer Restrictions. (a) Each Consenting Lender JCEI Noteholder hereby agrees, severally and not jointly, for so long as this JCEI Support Agreement shall remain in effect as to iteffect, not to Transfer sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) any of its Claims, or convey, grant, issue or sell Holdings to any option or right to acquire any of its Claims or voting rights related thereto or any other interest in any Claim against the SuperMedia Parties, except to (i) a third party that is not a Consenting Lender JCEI Noteholder unless, as a condition precedent to any such transaction, the transferee thereof executes and delivers a joinder in the form of Exhibit B hereto (the “Joinder”) to JCEI and legal counsel to the Consenting JCHC Noteholders (which is Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP) prior to or contemporaneously with the execution of an agreement (iior trade confirmation) in respect of the relevant transfer. Upon execution of a Joinder, the transferee shall be deemed to be a Consenting JCEI Noteholder for purposes of this JCEI Support Agreement, except as otherwise set forth or limited herein. For the avoidance of doubt, each Consenting JCEI Noteholder may freely sell, assign, transfer, hypothecate or otherwise dispose of (including by participation) any Holdings to any other Consenting JCEI Noteholder notwithstanding the foregoing. (b) Any sale, assignment, transfer, hypothecation or other disposition (including by participation) of any Holdings that does not comply with the procedures set forth in Section 6.1(a) hereof shall be deemed void ab initio. (c) Any person that receives or acquires Holdings pursuant to a sale, assignment, transfer, hypothecation or other disposition (including by participation) of such Holdings by a Consenting JCEI Noteholder hereby agrees to be bound (and shall be deemed to be bound regardless of whether it executes and delivers a Joinder) by all of the terms of this JCEI Support Agreement (as the same may be hereafter amended, restated or otherwise modified from time to time) (a “Joining Lender Party”). The Joining Party shall be deemed to be a Party for all purposes under this JCEI Support Agreement except as otherwise set forth or limited herein. Upon compliance with the foregoing, the transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this JCEI Support Agreement that occurs prior to such transfer and any remedies with respect to such claim) under this JCEI Support Agreement to the extent of such transferred rights and obligations. (d) With respect to the Holdings of any Joining Party upon consummation of the sale, assignment, transfer, hypothecation or other disposition (including by participation) of such Holdings, the Joining Party hereby makes (and is deemed to have made) the representations and warranties of the Consenting JCEI Noteholders, as applicable, set forth in Section 4 hereof to JCEI. (e) This JCEI Support Agreement shall in no way be construed to preclude any Consenting JCEI Noteholder from acquiring additional Holdings; provided that any such Claims Holdings shall automatically be deemed to be subject to the terms of this JCEI Support Agreement; provided further. (f) Notwithstanding anything to the contrary herein, a Qualified Marketmaker (as defined below) that an entity or Person that purchases a participation interest from a Consenting Lender (pursuant to Section 9.04(c) acquires any of the Credit Agreement) Holdings with the purpose and intent of acting as a Qualified Marketmaker for such Holdings shall not be required to execute and deliver to counsel a Lender JoinderJoinder or otherwise agree to be bound by the terms and conditions set forth in this JCEI Support Agreement if such Qualified Marketmaker transfers such Holdings (by purchase, sale, assignment, participation, or otherwise) to a Consenting JCEI Noteholder or a transferee that executes a Joinder as provided herein. As a condition used herein, the term “Qualified Marketmaker” means an entity that (a) holds itself out to the effectiveness public or the applicable private markets as standing ready in the ordinary course of any such Transfer, each Joining Lender Party shall indicate, on the signature page business to its Lender Joinder, the amount of Loans held by such Joining Lender Party. With respect purchase from customers and sell to any Transfer effectuated customers claims against JCEI (or enter with customers into long and short positions in accordance with this Section 8.1(aclaims against JCEI), such Joining Lender Party shall be deemed to be in its capacity as a Consenting Lender for purposes of this Support Agreement. For the avoidance of doubt, any sale of participations (under Section 9.04(c) of the Credit Agreement) by a Consenting Lender of all dealer or a portion of such Consenting Lender’s rights or obligations under the Credit Agreement (including all or a portion of the Loans owing to such Consenting Lender) shall not relieve such Consenting Lender from its obligations under this Support Agreement, including with respect to any such participation (regardless of any instruction a transferee of such participation gives with respect to voting or any other rights market maker in claims against JCEI and obligations of the Consenting Lender hereunder), to which such Consenting Lender shall remain bound subject to the terms hereof. (b) Any purported Transfer is, in fact, regularly in the business of making a market in claims against issuers or transaction involving any Claim that does not comply with the procedures set forth in Section 8.1(a) shall be deemed void ab initio. (c) Any Consenting Lender that Transfers all of its Claims in accordance with Section 8.1(a) shall no longer be bound by this Support Agreement. (d) Notwithstanding the foregoing provisions of this Section 8.1, any Consenting Lender may, at any time and without notice to or consent from any other Party, pledge or grant a security interest in all or any portion of its Claims or rights borrowers (including rights to payment of interest and repayment of principal) under the Credit Agreement, as applicable, in order to secure obligations of such Consenting Lender to a Federal Reserve Bank debt securities or to secure obligations owed in connection with financing provided to such Consenting Lender; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a Party heretoother debt). (e) This Support Agreement shall not preclude any Consenting Lender from acquiring additional Loans; provided that any such Loans shall automatically be deemed to be “Claims” subject to the terms of this Support Agreement.