This Agreement may be modified, amended, or supplemented by a written agreement executed by the Company and the Holders that own, in the aggregate, (i) 66 2/3% of the principal amount outstanding under the Senior Surplus Notes and (ii) 66 2/3% of the principal amount of the Holder Deferred Amounts, held by the Group as a whole; provided , however that any modification, amendment or supplement to Section 7, this Section 12, the terms described under the headings “The DPO Offer” and “The AAC Offer” in the Exchange Offer Term Sheet, the terms described under the headings “Initial Exchange,” “Pre-Record Date Deferred Amounts” and “Post-Record Date Deferred Amounts” in the Rehabilitation Exit Term Sheet and the terms described under the headings “Secured Notes,” “Secured Notes Collateral,” “Ambac Note,” “Ambac Note Collateral,” “Maturity,” “Coupon,” Mandatory Prepayment,” “Principal and Interest Payments” and “Payment Preference” in the Secured Notes Term Sheet shall require the prior written consent of each Holder and the Ambac Parties. For the avoidance of doubt, without the prior consent of the Holders, the Company may modify, amend or supplement the Transaction Mechanics to the extent reasonably necessary to mechanically effectuate the economic terms of this Agreement; provided that such modification, amendment or supplement does not impact the economic terms or substantive requirements of this Agreement or the Rehabilitation Exit Transactions.