Common use of Consent Process Clause in Contracts

Consent Process. (i) In the event the Trustee is required to obtain the consent of the TOC pursuant to any provision in the Trust Documents, the Trustee shall provide the TOC with a written notice stating that its consent is being sought, describing in detail the nature and scope of the action the Trustee proposes to take. The Trustee shall provide the TOC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances. The Trustee shall also provide the TOC with such reasonable access to the Trust Professionals and other experts retained by the Trustee and the Claims Administrator as the TOC may reasonably request during the time that the Trustee is considering such action, and shall also provide the TOC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustee. (ii) The TOC must consider in good faith and in a timely fashion any request for its consent by the Trustee, and must in any event advise the Trustee, in writing, of its consent or its objection to the proposed action within three (3) business days of receiving the original request for consent from the Trustee. The TOC may not withhold its consent unreasonably. If the TOC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TOC does not advise the Trustee, in writing, of its consent or its objections to the action within three (3) business days of receiving notice regarding such request, the TOC’s consent to the proposed actions shall be deemed to have been affirmatively granted. If, the TOC does not consent to the Trustee’s proposed action, the Trustee and the TOC shall resolve their dispute pursuant to Section 8.18 below, however, in that event the TOC shall have the burden of proof to show the validity of the TOC’s objection. (iii) If the Trustee believes that the matter must be considered on less than three (3) business days’ notice (the “Emergency Consent Matter”), the Trustee shall so advise the TOC of the Trustee’s proposed action and provide a response deadline and information that is reasonable under the circumstances. The TOC shall be deemed to have consented if the TOC does not respond within the shortened response deadline. If the TOC does not consent to the Emergency Consent Matter, the Trustee may immediately seek the Bankruptcy Court’s intervention.

Consent Process. (i) In the event the Trustee is required to obtain the consent of the TOC FCR pursuant to any provision in the Trust Documentssection 2.2(h) above, the Trustee shall provide the TOC FCR with a written notice stating that its the FCR’s consent is being soughtsought pursuant to that provision, describing in detail the nature and scope of the action the Trustee proposes to take, and explaining in detail the reasons why the Trustee desires to take such action. The Trustee shall provide the TOC FCR as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances. The Trustee shall also provide the TOC FCR and the FCR Professionals with such reasonable access to the Trust Professionals and other experts retained by the Trustee and the Claims Administrator as the TOC FCR may reasonably request during the time that the Trustee is considering such action, and shall also provide the TOC FCR the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustee. (ii) The TOC FCR must consider in good faith and in a timely fashion any request for its the FCR’s consent by the Trustee, and must in any event advise the Trustee, Trustee in writing, writing of its the FCR’s consent or its objection to the proposed action within three thirty (330) business days of receiving the original request for consent from the Trustee, or within such additional time as the Trustee and FCR may agree. The TOC FCR may not withhold its the FCR’s consent unreasonably. If the TOC FCR decides to withhold its consent, it the FCR must explain in detail its the FCR’s objections to the proposed action. If the TOC FCR does not advise the Trustee, Trustee in writing, writing of its the FCR’s consent or its objections to the proposed action within three thirty (330) business days of receiving the notice from the Trustee regarding such requestconsent (or the additional time period agreed to by the Trustee and the FCR), the TOCFCR’s consent to the proposed actions shall be deemed to have been affirmatively granted. . (iii) If, after following the TOC does not procedures specified in this Section 7.5(b), the FCR continues to object to the proposed action and to withhold its consent to the Trustee’s proposed action, the Trustee and the TOC FCR shall resolve their dispute pursuant to Section 8.18 belowsection 8.15. However, however, in that event the TOC shall have the burden of proof with respect to show the validity of the TOCFCR’s objection. (iii) If the Trustee believes that the matter must be considered on less than three (3) business days’ notice (the “Emergency Consent Matter”), the Trustee shall so advise the TOC objection and withholding of the TrusteeFCR’s proposed action and provide a response deadline and information that is reasonable under the circumstances. The TOC consent shall be deemed to have consented if on the TOC does not respond within the shortened response deadline. If the TOC does not consent to the Emergency Consent Matter, the Trustee may immediately seek the Bankruptcy Court’s interventionFCR.

Consent Process. (i) In the event the Trustee is Trustees are required to obtain the consent of the TOC Future Claimants' Representative pursuant to any provision in the Trust DocumentsSection 2.2(f) above, the Trustee Trustees shall provide the TOC Future Claimants' Representative with a written notice stating that its his or her consent is being soughtsought pursuant to that provision, describing in detail the nature and scope of the action the Trustee proposes Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustee Trustees shall provide the TOC Future Claimants' Representative as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances. The Trustee Trustees shall also provide the TOC Future Claimants' Representative with such reasonable access to the Trust Professionals Professional and other experts retained by the Trustee PI Trust and the Claims Administrator its staff (if any) as the TOC Future Claimants' Representative may reasonably request during the time that the Trustee is Trustees are considering such action, and shall also provide the TOC Future Claimants' Representative the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteeTrustees. (ii) The TOC Future Claimants' Representative must consider in good faith and in a timely fashion any request for its his or her consent by the TrusteeTrustees, and must in any event advise the Trustee, Trustees in writing, writing of its his or her consent or its objection to the proposed action within three (3) business 30 days of receiving the original request for consent from the TrusteeTrustees. The TOC Future Claimants' Representative may not withhold its his or her consent unreasonably. If the TOC Future Claimants' Representative decides to withhold its consent, it he or she must explain in detail its his or her objections to the proposed action. If the TOC Future Claimants' Representative does not advise the Trustee, Trustees in writing, writing of its his or her consent or its objections to the proposed action within three (3) business 30 days of receiving the notice from the Trustees regarding such requestconsent, the TOC’s Future Claimants' Representative's consent to the proposed actions shall be deemed to have been affirmatively granted. . (iii) If, after following the TOC does not procedures specified in this Section 5.7(b), the Future Claimants' Representative continues to object to the proposed action and to withhold its consent to the Trustee’s proposed action, the Trustee and Trustees and/or the TOC Future Claimants' Representative shall resolve their dispute pursuant to Section 8.18 below7.13. However, however, in that event the TOC shall have the burden of proof with respect to show the validity of the TOC’s objection. (iii) If the Trustee believes that the matter must be considered on less than three (3) business days’ notice (the “Emergency Consent Matter”), the Trustee shall so advise the TOC Future Claimants' Representative's objection and withholding of the Trustee’s proposed action and provide a response deadline and information that is reasonable under the circumstances. The TOC his or her consent shall be deemed to have consented if on the TOC does not respond within the shortened response deadline. If the TOC does not consent to the Emergency Consent Matter, the Trustee may immediately seek the Bankruptcy Court’s interventionFuture Claimants' Representative.

Consent Process. (i) In the event the Trustee is Trustees are required to obtain the consent of the TOC Futures Representative pursuant to any provision in the Trust DocumentsSection 2.2(f) above, the Trustee Trustees shall provide the TOC Futures Representative with a written notice stating that its his or her consent is being soughtsought pursuant to that provision, describing in detail the nature and scope of the action the Trustee proposes Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustee Trustees shall provide the TOC Futures Representative as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances. The Trustee Trustees shall also provide the TOC Futures Representative with such reasonable access to the Trust Professionals and other experts retained by the Trustee PI Trust and the Claims Administrator its staff (if any) as the TOC Futures Representative may reasonably request during the time that the Trustee is Trustees are considering such action, and shall also provide the TOC Futures Representative the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteeTrustees. (ii) The TOC Futures Representative must consider in good faith and in a timely fashion any request for its his or her consent by the TrusteeTrustees, and must in any event advise the Trustee, Trustees in writing, writing of its his or her consent or its objection to the proposed action within three thirty (330) business days of receiving the original request for consent from the TrusteeTrustees. The TOC Futures Representative may not withhold its his or her consent unreasonably. If the TOC Futures Representative decides to withhold its consent, it he or she must explain in detail its his or her objections to the proposed action. If the TOC Futures Representative does not advise the Trustee, Trustees in writing, writing of its his or her consent or its objections to the proposed action within three thirty (330) business days of receiving the notice from the Trustees regarding such requestconsent, the TOCFutures Representative’s consent to the proposed actions shall be deemed to have been affirmatively granted. . (iii) If, after following the TOC does not procedures specified in this Section 6.6(b), the Futures Representative continues to object to the proposed action and to withhold his or her consent to the Trustee’s proposed action, the Trustee and Trustees and/or the TOC Futures Representative shall resolve their dispute pursuant to Section 8.18 below7.13. However, however, in that event the TOC shall have the burden of proof with respect to show the validity of the TOCFutures Representative’s objection. (iii) If the Trustee believes that the matter must be considered on less than three (3) business days’ notice (the “Emergency Consent Matter”), the Trustee shall so advise the TOC objection and withholding of the Trustee’s proposed action and provide a response deadline and information that is reasonable under the circumstances. The TOC his or her consent shall be deemed to have consented if on the TOC does not respond within the shortened response deadline. If the TOC does not consent to the Emergency Consent Matter, the Trustee may immediately seek the Bankruptcy Court’s interventionFutures Representative.

Consent Process. (i) In the event the Trustee is required to obtain the consent of the TOC Futures Representative pursuant to any provision in the Trust DocumentsSection 2.2(f) above, the Trustee shall provide the TOC Futures Representative with a written notice stating that its his or her consent is being soughtsought pursuant to that provision, describing in detail the nature and scope of the action the Trustee proposes to take, and explaining in detail the reasons why the Trustee desires to take such action. The Trustee shall provide the TOC Futures Representative as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances. The Trustee shall also provide the TOC Futures Representative with such reasonable access to the Trust Professionals and other experts retained by the Trustee PI Trust and the Claims Administrator its staff (if any) as the TOC Futures Representative may reasonably request during the time that the Trustee is considering such action, and shall also provide the TOC Futures Representative the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustee. (ii) The TOC Futures Representative must consider in good faith and in a timely fashion any request for its his or her consent by the Trustee, and must in any event advise the Trustee, Trustee in writing, writing of its his or her consent or its objection to the proposed action within three thirty (330) business days of receiving the original request for consent from the Trustee. The TOC Futures Representative may not withhold its his or her consent unreasonably. If the TOC Futures Representative decides to withhold its consent, it he or she must explain in detail its his or her objections to the proposed action. If the TOC Futures Representative does not advise the Trustee, Trustee in writing, writing of its his or her consent or its objections to the proposed action within three thirty (330) business days of receiving the notice from the Trustee regarding such requestconsent, the TOCFutures Representative’s consent to the proposed actions shall be deemed to have been affirmatively granted. . (iii) If, after following the TOC does not procedures specified in this Section 6.6(b), the Futures Representative continues to object to the proposed action and to withhold its consent to the Trustee’s proposed action, the Trustee and and/or the TOC Futures Representative shall resolve their dispute pursuant to Section 8.18 below7.13. However, however, in that event the TOC shall have the burden of proof with respect to show the validity of the TOCFutures Representative’s objection. (iii) If the Trustee believes that the matter must be considered on less than three (3) business days’ notice (the “Emergency Consent Matter”), the Trustee shall so advise the TOC objection and withholding of the Trustee’s proposed action and provide a response deadline and information that is reasonable under the circumstances. The TOC his or her consent shall be deemed to have consented if on the TOC does not respond within the shortened response deadline. If the TOC does not consent to the Emergency Consent Matter, the Trustee may immediately seek the Bankruptcy Court’s interventionFutures Representative.

Consent Process. (i) In the event the Trustee is required to obtain the consent of the TOC TAC pursuant to any provision in Section 2.2(f) herein, the Trust DocumentsNAS Monitoring TDP, the Plan, or otherwise, the Trustee shall provide the TOC TAC with a written notice stating that its consent is being soughtsought pursuant to that provision, describing in detail the nature and scope of the action the Trustee proposes to take, and explaining in detail the reasons why the Trustee desires to take such action. The Trustee shall provide the TOC TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances. The Trustee shall also provide the TOC TAC with such reasonable access to the Trust Professionals and other experts retained by the Trustee NAS Monitoring Trust and the Claims Administrator its staff (if any) as the TOC TAC may reasonably request during the time that the Trustee is considering such action, and shall also provide the TOC TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustee. (ii) The TOC TAC must consider in good faith and in a timely fashion any request for its their consent by the Trustee, Trustee and must in any event advise the Trustee, Trustee in writing, writing of its consent or its objection to the proposed action within three thirty (330) business days of receiving the original request for consent from the Trustee, or within such additional time as the Trustee and TAC may agree. The TOC TAC may not withhold its consent unreasonably. If the TOC TAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TOC TAC does not advise the Trustee, Trustee in writing, writing of its consent or its objections to the proposed action within three thirty (330) business days of receiving notice regarding such requestrequest (or any additional time period agreed to by the Trustee), then consent of the TOC’s consent TAC to the proposed actions action shall be deemed to have been affirmatively granted. . (iii) If, after following the TOC does not procedures specified in this Section 6.1(b), the TAC continues to object to the proposed action and to withhold its consent to the Trustee’s proposed action, the Trustee and the TOC TAC shall resolve their dispute pursuant to Section 8.18 below, however, in that event the TOC 6.14. The TAC shall have bear the burden of proof to show the validity of the TOC’s objection. (iii) If the Trustee believes proving that the matter must be considered on less than three (3) business days’ notice (the “Emergency Consent Matter”), the Trustee shall so advise the TOC of the Trustee’s proposed action and provide a response deadline and information that is reasonable under the circumstances. The TOC shall be deemed to have consented if the TOC does not respond within the shortened response deadlineit reasonably withheld its consent. If the TOC does not consent to the Emergency Consent MatterTAC meets that burden, the Trustee may immediately seek NAS Monitoring Trust shall then bear the Bankruptcy Courtburden of showing why it should be permitted to take the proposed action notwithstanding the TAC or Trustee’s interventionreasonable objection.

Consent Process. (i) In the event the Trustee is required to obtain the consent of the TOC PI Committee pursuant to any provision in the Trust Documentssection 2.2(h) above, the Trustee shall provide the TOC PI Committee with a written notice stating that its consent is being soughtsought pursuant to that provision, describing in detail the nature and scope of the action the Trustee proposes to take, and explaining in detail the reasons why the Trustee desires to take such action. The Trustee shall provide the TOC PI Committee as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances. The Trustee shall also provide the TOC PI Committee and the PI Committee Professionals with such reasonable access to the Trust Professionals and other experts retained by the Trustee and the Claims Administrator as the TOC PI Committee may reasonably request during the time that the Trustee is considering such action, and shall also provide the TOC PI Committee the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustee. (ii) The TOC PI Committee must consider in good faith and in a timely fashion any request for its consent by the Trustee, and must in any event advise the Trustee, Trustee in writing, writing of its consent or its objection to the proposed action within three thirty (330) business days of receiving the original request for consent from the Trustee, or within such additional time as the Trustee and the PI Committee may agree. An action of the PI Committee shall require approval by at least a majority of the PI Committee. The TOC PI Committee may not withhold its consent unreasonably. If the TOC PI Committee decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TOC PI Committee does not advise the Trustee, Trustee in writing, writing of its consent or its objections to the action within three thirty (330) business days of receiving notice regarding such requestrequest (or the additional time period agreed to by the Trustee and the PI Committee), the TOCPI Committee’s consent to the proposed actions shall be deemed to have been affirmatively granted. . (iii) If, after following the TOC does not procedures specified in this section 5.7(b), a majority of the PI Committee continues to object to the proposed action and to withhold its consent to the Trustee’s proposed action, the Trustee and the TOC PI Committee shall resolve their dispute pursuant to Section 8.18 belowsection 8.15. However, however, in that event the TOC shall have the burden of proof with respect to show the validity reasonableness of the TOCPI Committee’s objection. (iii) If the Trustee believes that the matter must be considered on less than three (3) business days’ notice (the “Emergency Consent Matter”), the Trustee shall so advise the TOC objection and withholding of the Trustee’s proposed action and provide a response deadline and information that is reasonable under the circumstances. The TOC its consent shall be deemed to have consented if on the TOC does not respond within the shortened response deadline. If the TOC does not consent to the Emergency Consent Matter, the Trustee may immediately seek the Bankruptcy Court’s interventionPI Committee.

Consent Process. (i) In the event the Trustee is Trustees are required to obtain the consent of the TOC Future Claimants Representative pursuant to any provision in the Trust DocumentsSection 2.2(f) above, the Trustee Trustees shall provide the TOC Future Claimants Representative with a written notice stating that its his or her consent is being soughtsought pursuant to that provision, describing in detail the nature and scope of the action the Trustee proposes Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustee Trustees shall provide the TOC Future Claimants Representative as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances. The Trustee Trustees shall also provide the TOC Future Claimants Representative with such reasonable access to the Trust Professionals and other experts retained by the Trustee U.S. Asbestos Trust and the Claims Administrator its staff (if any) as the TOC Future Claimants Representative may reasonably request during the time that the Trustee is Trustees are considering such action, and shall also provide the TOC Future Claimants Representative the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteeTrustees. (ii) The TOC Future Claimants Representative must consider in good faith and in a timely fashion any request for its his or her consent by the TrusteeTrustees, and must in any event advise the Trustee, Trustees in writing, writing of its his or her consent or its objection to the proposed action within three (3) business 30 days of receiving the original request for consent from the TrusteeTrustees. The TOC Future Claimants Representative may not withhold its his or her consent unreasonably. If the TOC Future Claimants Representative decides to withhold its consent, it he or she must explain in detail its his or her objections to the proposed action. If the TOC Future Claimants Representative does not advise the Trustee, Trustees in writing, writing of its his or her consent or its objections to the proposed action within three (3) business 30 days of receiving the notice from the Trustees regarding such requestconsent, the TOCFuture Claimants Representative’s consent to the proposed actions shall be deemed to have been affirmatively granted. . (iii) If, after following the TOC does not procedures specified in this Section 5.7(b), the Future Claimants Representative continues to object to the proposed action and to withhold its consent to the Trustee’s proposed action, the Trustee and Trustees and/or the TOC Future Claimants Representative shall resolve their dispute pursuant to Section 8.18 below7.14. However, however, in that event the TOC shall have the burden of proof with respect to show the validity of the TOCFuture Claimants Representative’s objection. (iii) If the Trustee believes that the matter must be considered on less than three (3) business days’ notice (the “Emergency Consent Matter”), the Trustee shall so advise the TOC objection and withholding of the Trustee’s proposed action and provide a response deadline and information that is reasonable under the circumstances. The TOC his or her consent shall be deemed to have consented if on the TOC does not respond within the shortened response deadline. If the TOC does not consent to the Emergency Consent Matter, the Trustee may immediately seek the Bankruptcy Court’s interventionFuture Claimants Representative.

Consent Process. ‌ (i) Except as otherwise set forth herein, the TAC shall act by majority vote. (ii) In the event the Tort Claims Trustee is are required to obtain the consent of the TOC TAC pursuant to any provision in the Trust DocumentsSection 3.3(c) above, the Tort Claims Trustee shall provide the TOC TAC with a written notice stating that its consent is being soughtsought pursuant to that provision, describing in detail the nature and scope of the action the Tort Claims Trustee proposes to taketake and explaining in detail the reasons why the Tort Claims Trustee desires to take such action. The Tort Claims Trustee shall provide the TOC TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances. The Tort Claims Trustee shall also provide the TOC TAC with such reasonable access to the Trust Professionals and other any counsel, accountants, appraisers, auditors, forecasters, experts or financial or investment advisors retained by the Trustee Tort Claims Trust and the Claims Administrator its staff (if any) as the TOC TAC may reasonably request during the time that the Tort Claims Trustee is considering such action, and shall also provide the TOC TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Tort Claims Trustee; provided that in no event shall the TAC or its members have any right to consult with counsel to the Tort Claims Trust or obtain any information in such a manner as would result in the waiver of attorney-client or other applicable privilege belonging to the Tort Claims Trust. (iiiii) The TOC TAC must consider in good faith and in a timely fashion any request for its consent by the Trustee, Tort Claims Trustee and must in any event advise the Trustee, Tort Claims Trustee in writing, writing of its consent or its objection to the proposed action within three thirty (330) business days of receiving the original request for consent from the Tort Claims Trustee. The TOC TAC may not withhold its consent unreasonably. If the TOC TAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TOC TAC does not advise the Trustee, Tort Claims Trustee in writing, writing of its consent or its objections to the action within three thirty (330) business days of receiving notice regarding such request, the TOCTAC’s consent to the proposed actions shall be deemed to have been affirmatively granted. . (iv) If, after following the TOC does not procedures specified in this Section 6.7(b), the TAC continues to object to the proposed action and to withhold its consent to the Trustee’s proposed action, the Tort Claims Trustee and and/or the TOC TAC shall resolve their dispute pursuant to in accordance with Section 8.18 9.15 below. However, however, in that event the TOC shall have the burden of proof with respect to show the validity of the TOCTAC’s objection. (iii) If the Trustee believes that the matter must be considered on less than three (3) business days’ notice (the “Emergency Consent Matter”), the Trustee shall so advise the TOC objection and withholding of the Trustee’s proposed action and provide a response deadline and information that is reasonable under the circumstances. The TOC its consent shall be deemed to have consented if on the TOC does not respond within the shortened response deadline. If the TOC does not consent to the Emergency Consent Matter, the Trustee may immediately seek the Bankruptcy Court’s interventionTAC.

Consent Process. (i) In the event the Trustee is required to obtain the consent of the TOC FCR pursuant to any provision in Section 2.2(f) above, the Trust DocumentsPlan, the TDP, or otherwise, the Trustee shall provide the TOC FCR with a written notice stating that its his or her consent is being soughtsought pursuant to that provision, describing in detail the nature and scope of the action the Trustee proposes to take, and explaining in detail the reasons why the Trustee desires to take such action. The Trustee shall provide the TOC FCR as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances. The Trustee shall also provide the TOC FCR with such reasonable access to the Trust Professionals and other experts retained by the Trustee Asbestos Trust and the Claims Administrator its staff (if any) as the TOC FCR may reasonably request during the time that the Trustee is considering such action, and shall also provide the TOC FCR the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustee. (ii) The TOC FCR must consider in good faith and in a timely fashion any request for its his or her consent by the Trustee, and must in any event advise the Trustee, Trustee in writing, writing of its his or her consent or its objection to the proposed action within three thirty (330) business days of receiving the original request for consent from the Trustee, or within such additional time as the Trustee and FCR may agree. The TOC FCR may not withhold its his or her consent unreasonably. If the TOC FCR decides to withhold its consent, it he or she must explain in detail its his or her objections to the proposed action. If the TOC FCR does not advise the Trustee, Trustee in writing, writing of its his or her consent or its objections to the proposed action within three thirty (330) business days of receiving the notice from the Trustee regarding such requestconsent (or the additional time period agreed to by the Trustee and the FCR), the TOCFCR’s consent to the proposed actions shall be deemed to have been affirmatively granted. . (iii) If, after following the TOC does not procedures specified in this Section 6.6(b), the FCR continues to object to the proposed action and to withhold its consent to the Trustee’s proposed action, the Trustee and the TOC FCR shall resolve their dispute pursuant to Section 8.18 below7.13. However, however, in that event the TOC shall have the burden of proof with respect to show the validity of the TOCFCR’s objection. (iii) If the Trustee believes that the matter must be considered on less than three (3) business days’ notice (the “Emergency Consent Matter”), the Trustee shall so advise the TOC objection and withholding of the Trustee’s proposed action and provide a response deadline and information that is reasonable under the circumstances. The TOC his or her consent shall be deemed to have consented if on the TOC does not respond within the shortened response deadline. If the TOC does not consent to the Emergency Consent Matter, the Trustee may immediately seek the Bankruptcy Court’s interventionFCR.

Consent Process. (i) In the event the Trustee is required to obtain the consent of the TOC Legal Representative pursuant to any provision in the Trust DocumentsSection 2.2(e) above, the Trustee shall provide the TOC Legal Representative with a written notice stating that its his or her consent is being soughtsought pursuant to that provision, describing in detail the nature and scope of the action the Trustee proposes to taketake and explaining in detail the reasons why the Trustee desires to take such action. The Trustee shall provide the TOC Legal Representative as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances. The Trustee shall also provide the TOC Legal Representative with such reasonable access to the Trust Professionals and other any counsel, accountants, appraisers, auditors, forecasters, experts or financial or investment advisors retained by the Trustee Trust and the Claims Administrator its staff (if any) as the TOC Legal Representative may reasonably request during the time that the Trustee is are considering such action, and shall also provide the TOC Legal Representative the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustee; provided that in no event shall the Legal Representative have any right to consult with counsel to the Trust or obtain any information in such a manner as would result in the waiver of attorney-client or other applicable privilege belonging to the Trust. (ii) The TOC Legal Representative must consider in good faith and in a timely fashion any request for its his or her consent by the Trustee, Trustee and must in any event advise the Trustee, Trustee in writing, writing of its his or her consent or its objection to the proposed action within three thirty (330) business days of receiving the original request for consent from the Trustee. The TOC Legal Representative may not withhold its his or her consent unreasonably. If the TOC Legal Representative decides to withhold its consent, it he or she must explain in detail its his or her objections to the proposed action. If the TOC Legal Representative does not advise the Trustee, Trustee in writing, writing of its his or her consent or its objections to the proposed action within three thirty (330) business days of receiving the notice from the Trustee regarding such requestconsent, the TOCLegal Representative’s consent to the proposed actions shall be deemed to have been affirmatively granted. . (iii) If, after following the TOC does not procedures specified in this Section 7.7(b), the Legal Representative continues to object to the proposed action and to withhold his or her consent to the Trustee’s proposed action, the Trustee and and/or the TOC Legal Representative shall resolve their dispute pursuant to in accordance with Section 8.18 8.12 below. However, however, in that event the TOC shall have the burden of proof with respect to show the validity of the TOCLegal Representative’s objection. (iii) If the Trustee believes that the matter must be considered on less than three (3) business days’ notice (the “Emergency Consent Matter”), the Trustee shall so advise the TOC objection and withholding of the Trustee’s proposed action and provide a response deadline and information that is reasonable under the circumstances. The TOC his or her consent shall be deemed to have consented if on the TOC does not respond within the shortened response deadline. If the TOC does not consent to the Emergency Consent Matter, the Trustee may immediately seek the Bankruptcy Court’s interventionLegal Representative.

Consent Process. (i) In the event the Trustee is required to obtain the consent of the TOC NAS Representative pursuant to any provision in the Trust Documentssection 2.2(h) above, the Trustee shall provide the TOC NAS Representative with a written notice stating that its their consent is being soughtsought pursuant to that provision, describing in detail the nature and scope of the action the Trustee proposes to take, and explaining in detail the reasons why the Trustee desires to take such action. The Trustee shall provide the TOC NAS Representative as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances. The Trustee shall also provide the TOC NAS Representative and the NAS Representative Professionals with such reasonable access to the Trust Professionals and other experts retained by the Trustee and the Claims Administrator as the TOC NAS Representative may reasonably request during the time that the Trustee is considering such action, and shall also provide the TOC NAS Representative the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustee. (ii) The TOC NAS Representative must consider in good faith and in a timely fashion any request for its consent by the Trustee, and must in any event advise the Trustee, Trustee in writing, writing of its consent or its objection to the proposed action within three thirty (330) business days of receiving the original request for consent from the Trustee, or within such additional time as the Trustee and the NAS Representative may agree. The TOC NAS Representative may not withhold its consent unreasonably. If the TOC NAS Representative decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TOC NAS Representative does not advise the Trustee, Trustee in writing, writing of its consent or its objections to the action within three thirty (330) business days of receiving notice regarding such requestrequest (or the additional time period agreed to by the Trustee and the NAS Representative), the TOCNAS Representative’s consent to the proposed actions shall be deemed to have been affirmatively granted. . (iii) If, after following the TOC does not procedures specified in this section 6.7(b), the NAS Representative continues to object to the proposed action and to withhold its consent to the Trustee’s proposed action, the Trustee and the TOC NAS Representative shall resolve their dispute pursuant to Section 8.18 belowsection 8.15. However, however, in that event the TOC shall have the burden of proof with respect to show the validity reasonableness of the TOCNAS Representative’s objection. (iii) If the Trustee believes that the matter must be considered on less than three (3) business days’ notice (the “Emergency Consent Matter”), the Trustee shall so advise the TOC objection and withholding of the Trustee’s proposed action and provide a response deadline and information that is reasonable under the circumstances. The TOC its consent shall be deemed to have consented if on the TOC does not respond within the shortened response deadline. If the TOC does not consent to the Emergency Consent Matter, the Trustee may immediately seek the Bankruptcy Court’s interventionNAS Representative.

Consent Process. (i) In the event the Trustee is Trustees are required to obtain the consent of the TOC Future Claimants’ Representative pursuant to any provision in the Trust DocumentsSection 2.2(f) above, the Trustee Trustees shall provide the TOC Future Claimants’ Representative with a written notice stating that its his or her consent is being soughtsought pursuant to that provision, describing in detail the nature and scope of the action the Trustee proposes Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustee Trustees shall provide the TOC Future Claimants’ Representative as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances. The Trustee Trustees shall also provide the TOC Future Claimants’ Representative with such reasonable access to the Trust Professionals and other experts retained by the Trustee PI Trust and the Claims Administrator its staff (if any) as the TOC Future Claimants’ Representative may reasonably request during the time that the Trustee is Trustees are considering such action, and shall also provide the TOC Future Claimants’ Representative the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteeTrustees. (ii) The TOC Future Claimants’ Representative must consider in good faith and in a timely fashion any request for its his or her consent by the TrusteeTrustees, and must in any event advise the Trustee, Trustees in writing, writing of its his or her consent or its objection to the proposed action within three (3) business 30 days of receiving the original request for consent from the TrusteeTrustees. The TOC Future Claimants’ Representative may not withhold its his or her consent unreasonably. If the TOC Future Claimants’ Representative decides to withhold its consent, it he or she must explain in detail its his or her objections to the proposed action. If the TOC Future Claimants’ Representative does not advise the Trustee, Trustees in writing, writing of its his or her consent or its objections to the proposed action within three (3) business 30 days of receiving the notice from the Trustees regarding such requestconsent, the TOCFuture Claimants’ Representative’s consent to the proposed actions shall be deemed to have been affirmatively granted. . (iii) If, after following the TOC does not procedures specified in this Section 5.7(b), the Future Claimants’ Representative continues to object to the proposed action and to withhold its consent to the Trustee’s proposed action, the Trustee and Trustees and/or the TOC Future Claimants’ Representative shall resolve their dispute pursuant to Section 8.18 below7.13. However, however, in that event the TOC shall have the burden of proof with respect to show the validity of the TOCFuture Claimants’ Representative’s objection. (iii) If the Trustee believes that the matter must be considered on less than three (3) business days’ notice (the “Emergency Consent Matter”), the Trustee shall so advise the TOC objection and withholding of the Trustee’s proposed action and provide a response deadline and information that is reasonable under the circumstances. The TOC his or her consent shall be deemed to have consented if on the TOC does not respond within the shortened response deadline. If the TOC does not consent to the Emergency Consent Matter, the Trustee may immediately seek the Bankruptcy Court’s interventionFuture Claimants’ Representative.

Consent Process. (i) Except as otherwise set forth herein, the TAC shall act by majority vote. (ii) In the event the Tort Claims Trustee is are required to obtain the consent of the TOC TAC pursuant to any provision in the Trust DocumentsSection 3.3(c) above, the Tort Claims Trustee shall provide the TOC TAC with a written notice stating that its consent is being soughtsought pursuant to that provision, describing in detail the nature and scope of the action the Tort Claims Trustee proposes to taketake and explaining in detail the reasons why the Tort Claims Trustee desires to take such action. The Tort Claims Trustee shall provide the TOC TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances. The Tort Claims Trustee shall also provide the TOC TAC with such reasonable access to the Trust Professionals and other any counsel, accountants, appraisers, auditors, forecasters, experts or financial or investment advisors retained by the Trustee Tort Claims Trust and the Claims Administrator its staff (if any) as the TOC TAC may reasonably request during the time that the Tort Claims Trustee is considering such action, and shall also provide the TOC TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Tort Claims Trustee; provided that in no event shall the TAC or its members have any right to consult with counsel to the Tort Claims Trust or obtain any information in such a manner as would result in the waiver of attorney-client or other applicable privilege belonging to the Tort Claims Trust. (iiiii) The TOC TAC must consider in good faith and in a timely fashion any request for its consent by the Trustee, Tort Claims Trustee and must in any event advise the Trustee, Tort Claims Trustee in writing, writing of its consent or its objection to the proposed action within three thirty (330) business days of receiving the original request for consent from the Tort Claims Trustee. The TOC TAC may not withhold its consent unreasonably. If the TOC TAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TOC TAC does not advise the Trustee, Tort Claims Trustee in writing, writing of its consent or its objections to the action within three thirty (330) business days of receiving notice regarding such request, the TOCTAC’s consent to the proposed actions shall be deemed to have been affirmatively granted. . (iv) If, after following the TOC does not procedures specified in this Section 6.7(b), the TAC continues to object to the proposed action and to withhold its consent to the Trustee’s proposed action, the Tort Claims Trustee and and/or the TOC TAC shall resolve their dispute pursuant to in accordance with Section 8.18 9.15 below. However, however, in that event the TOC shall have the burden of proof with respect to show the validity of the TOCTAC’s objection. (iii) If the Trustee believes that the matter must be considered on less than three (3) business days’ notice (the “Emergency Consent Matter”), the Trustee shall so advise the TOC objection and withholding of the Trustee’s proposed action and provide a response deadline and information that is reasonable under the circumstances. The TOC its consent shall be deemed to have consented if on the TOC does not respond within the shortened response deadline. If the TOC does not consent to the Emergency Consent Matter, the Trustee may immediately seek the Bankruptcy Court’s interventionTAC.