Common use of Deemed Consent Clause in Contracts

Deemed Consent. (a) If, at any time prior to the Senior Lender Discharge Date, the Senior Lenders and the Company give a Consent in respect of the Senior Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra‑Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Senior Lenders may reasonably require to give effect to this paragraph (a). (b) If, at any time on or after the Senior Lender Discharge Date and before the Senior Secured Notes Discharge Date, the Senior Secured Notes Creditors and the Company give a Consent in respect of the Senior Secured Notes Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Senior Secured Notes Creditors and the Company may reasonably require to give effect to this paragraph (b). (c) If, at any time on or after the Senior Lender Discharge Date and before the Pari Passu Debt Discharge Date, the Pari Passu Creditors and the Company give a Consent in respect of the Pari Passu Debt Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Pari Passu Creditors and the Company may reasonably require to give effect to this paragraph (c). (d) If, at any time prior to the Second Lien Discharge Date, the Second Lien Creditors and the Company give a Consent in respect of any Second Lien Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Second Lien Creditors and the Company may reasonably require to give effect to this paragraph (d). (e) If, at any time on or after the Second Lien Discharge Date, but before the High Yield Discharge Date, the High Yield Creditors and the Company, HY Issuer or HY Borrower give a Consent in respect of the High Yield Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the High Yield Creditors and the Company may reasonably require to give effect to this paragraph (e). (f) If, at any time on or after the Second Lien Discharge Date, but before the Unsecured Discharge Date, the Unsecured Creditors and the Company, Unsecured Issuer or Unsecured Borrower give a Consent in respect of the Unsecured Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Unsecured Creditors and the Company may reasonably require to give effect to this paragraph (f).

Deemed Consent. (a) If, at any time prior to the Senior Lender Discharge Date, the Senior Lenders and the Company give a Consent in respect of the Senior Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra‑Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Senior Lenders may reasonably require to give effect to this paragraph (a). (b) If, at any time on or after the Senior Lender Discharge Date and before the Senior Secured Notes Discharge Date, the Senior Secured Notes Creditors and the Company give a Consent in respect of the Senior Secured Notes Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Senior Secured Notes Creditors and the Company may reasonably require to give effect to this paragraph (b). (c) If, at any time on or after the Senior Lender Discharge Date and before the Pari Passu Debt Discharge Date, the Pari Passu Creditors and the Company give a Consent in respect of the Pari Passu Debt Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Pari Passu Creditors and the Company may reasonably require to give effect to this paragraph (c). (d) If, at any time prior to the Second Lien Discharge Date, the Second Lien Creditors and the Company give a Consent in respect of any Second Lien Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Second Lien Creditors and the Company may reasonably require to give effect to this paragraph (d). (e) If, at any time on or after the Second Lien Discharge Date, but before the High Yield Discharge Date, the High Yield Creditors and the Company, HY Issuer or HY Borrower give a Consent in respect of the High Yield Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the High Yield Creditors and the Company may reasonably require to give effect to this paragraph (e). (f) If, at any time on or after the Second Lien Discharge Date, but before the Unsecured Discharge Date, the Unsecured Creditors and the Company, Unsecured Issuer or Unsecured Borrower give a Consent in respect of the Unsecured Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Unsecured Creditors and the Company may reasonably require to give effect to this paragraph (f).

Deemed Consent. (a) If, at any time prior to the Senior Lender Discharge Date, the Senior Lenders and the Company give a Consent in respect of the Senior Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra‑Group Intra-Group Lenders, Security Grantors the Investors and the Subordinated Creditors Company will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Senior Lenders may reasonably require to give effect to this paragraph (a). (b) If, at any time on or after the Senior Lender Discharge Date and before the Senior Secured Notes Discharge Date, the Senior Secured Notes Creditors and the Company give a Consent in respect of the Senior Secured Notes Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors Lenders and the Subordinated Creditors Investors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Senior Secured Notes Creditors and the Company may reasonably require to give effect to this paragraph (b). (c) If, at any time on or after the Senior Lender Secured Discharge Date and before the Pari Passu Debt Discharge Date, the Pari Passu Creditors and the Company give a Consent in respect of the Pari Passu Debt Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Pari Passu Creditors and the Company may reasonably require to give effect to this paragraph (c). (d) If, at any time prior to the Second Lien Discharge Date, the Second Lien Creditors and the Company give a Consent in respect of any the Second Lien Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors Lenders and the Subordinated Creditors Investors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Second Lien Creditors and the Company may reasonably require to give effect to this paragraph (d)c) of this Clause 29.9. (ed) If, at any time on or after the later of the Senior Secured Discharge Date and the Second Lien Discharge Date, but before the High Yield Senior Unsecured Discharge Date, the High Yield Senior Unsecured Creditors and the Company, HY Issuer or HY Borrower give a Consent in respect of the High Yield Senior Unsecured Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors the Investors and the Subordinated Creditors Company will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the High Yield Senior Unsecured Creditors and the Company may reasonably require to give effect to this paragraph (e). (fd) If, at any time on or after the Second Lien Discharge Date, but before the Unsecured Discharge Date, the Unsecured Creditors and the Company, Unsecured Issuer or Unsecured Borrower give a Consent in respect of the Unsecured Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Unsecured Creditors and the Company may reasonably require to give effect to this paragraph (f)Clause 29.9.

Deemed Consent. If: (a) If, at any time prior to the Super Senior Lender Discharge Date, the Super Senior Debt Creditors (to the extent required under the Super Senior Debt Documents); (b) at any time prior to the Pari Passu Discharge Date, the Pari Passu Notes Trustee(s) (to the extent required under the Pari Passu Notes Indenture or other Pari Passu Debt Documents) and the Pari Passu Debt Creditors (to the extent required under the Pari Passu Debt Documents); (c) at any time after the Final Discharge Date but prior to the Unsecured Discharge Date, the Unsecured Notes Trustee(s) (to the extent required under the Unsecured Notes Indenture or other Unsecured Creditor Documents) and the Unsecured Creditors (to the extent required under the Unsecured Creditor Documents); (d) at any time after the Senior Discharge Date but prior to the Second Lien Discharge Date, the Second Lien Notes Trustee(s) and Required Second Lien Creditors (to the extent required under the Second Lien Debt Documents); or (e) at any time after the Priority Discharge Date but prior to the Senior Subordinated Discharge Date, the Senior Lenders Subordinated Notes Trustee(s) and Required Senior Subordinated Creditors (to the Company extent required under the Senior Subordinated Debt Documents), give a Consent in respect of the Senior Finance their respective Debt Documents then, if that action was permitted by the terms of this Agreement, the Intra‑Group Intra-Group Lenders, the Parent and the Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; andand AMERICAS 120207225 (ii) do anything (including executing any document) that the Senior Lenders relevant group of Primary Creditors may reasonably require to give effect to this paragraph (a)Clause 34.11. (b) If, at any time on or after the Senior Lender Discharge Date and before the Senior Secured Notes Discharge Date, the Senior Secured Notes Creditors and the Company give a Consent in respect of the Senior Secured Notes Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Senior Secured Notes Creditors and the Company may reasonably require to give effect to this paragraph (b). (c) If, at any time on or after the Senior Lender Discharge Date and before the Pari Passu Debt Discharge Date, the Pari Passu Creditors and the Company give a Consent in respect of the Pari Passu Debt Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Pari Passu Creditors and the Company may reasonably require to give effect to this paragraph (c). (d) If, at any time prior to the Second Lien Discharge Date, the Second Lien Creditors and the Company give a Consent in respect of any Second Lien Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Second Lien Creditors and the Company may reasonably require to give effect to this paragraph (d). (e) If, at any time on or after the Second Lien Discharge Date, but before the High Yield Discharge Date, the High Yield Creditors and the Company, HY Issuer or HY Borrower give a Consent in respect of the High Yield Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the High Yield Creditors and the Company may reasonably require to give effect to this paragraph (e). (f) If, at any time on or after the Second Lien Discharge Date, but before the Unsecured Discharge Date, the Unsecured Creditors and the Company, Unsecured Issuer or Unsecured Borrower give a Consent in respect of the Unsecured Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Unsecured Creditors and the Company may reasonably require to give effect to this paragraph (f).

Deemed Consent. (a) If, at any time prior to the Senior Lender Discharge Date, the Senior Lenders and the Company give a Consent in respect of the Senior Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra‑Group Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Senior Lenders may reasonably require to give effect to this paragraph (a). (b) If, at any time on or after the Senior Lender Discharge Date and before the Senior Secured Notes Discharge Date, the Senior Secured Notes Creditors and the Company give a Consent in respect of the Senior Secured Notes Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Senior Secured Notes Creditors and the Company may reasonably require to give effect to this paragraph (b). (c) If, at any time on or after the Senior Lender Discharge Date and before the Pari Passu Debt Discharge Date, the Pari Passu Creditors and the Company 84894163_20 give a Consent in respect of the Pari Passu Debt Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Pari Passu Creditors and the Company may reasonably require to give effect to this paragraph (c). (d) If, at any time prior to the Second Lien Discharge Date, the Second Lien Creditors and the Company give a Consent in respect of any Second Lien Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Second Lien Creditors and the Company may reasonably require to give effect to this paragraph (d). (e) If, at any time on or after the Second Lien Discharge Date, but before the High Yield Discharge Date, the High Yield Creditors and the Company, HY Issuer or HY Borrower give a Consent in respect of the High Yield Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the High Yield Creditors and the Company may reasonably require to give effect to this paragraph (e). (f) If, at any time on or after the Second Lien Discharge Date, but before the Unsecured Discharge Date, the Unsecured Creditors and the Company, Unsecured Issuer or Unsecured Borrower give a Consent in respect of the Unsecured Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; andand 84894163_20 (ii) do anything (including executing any document) that the Unsecured Creditors and the Company may reasonably require to give effect to this paragraph (f).

Deemed Consent. (a) If, at any time prior to the Senior Lender Discharge Date, the Senior Lenders and the Company give a Consent in respect of the Senior Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra‑Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Senior Lenders may reasonably require to give effect to this paragraph (a). (b) If, at any time on or after the Senior Lender Discharge Date and before the Senior Secured Notes Discharge Date, the Senior Secured Notes Creditors and the Company give a Consent in respect of the Senior Secured Notes Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Senior Secured Notes Creditors and the Company may reasonably require to give effect to this paragraph (b). (c) If, at any time on or after the Senior Lender Discharge Date and before the Pari Passu Debt Discharge Date, the Pari Passu Creditors and the Company give a Consent in respect of the Pari Passu Debt Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Pari Passu Creditors and the Company may reasonably require to give effect to this paragraph (c). (d) If, at any time prior to the Second Lien Discharge Date, the Second Lien Creditors and the Company give a Consent in respect of any Second Lien Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Second Lien Creditors and the Company may reasonably require to give effect to this paragraph (d). (e) If, at any time on or after the Second Lien Discharge Date, but before the High Yield Discharge Date, the High Yield Creditors and the Company, HY Issuer or HY Borrower give a Consent in respect of the High Yield Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the High Yield Creditors and the Company may reasonably require to give effect to this paragraph (e). (f) If, at any time on or after the Second Lien Discharge Date, but before the Unsecured Discharge Date, the Unsecured Creditors and the Company, Unsecured Issuer or Unsecured Borrower give a Consent in respect of the Unsecured Finance Documents then, if that action was permitted by the terms of this Agreement, the Intra-Group Lenders, Security Grantors and the Subordinated Creditors will (or will be deemed to): (i) give a corresponding Consent in equivalent terms in relation to each of the Debt Documents to which they are a party; and (ii) do anything (including executing any document) that the Unsecured Creditors and the Company may reasonably require to give effect to this paragraph (f).