Common use of Consent Process Clause in Contracts

Consent Process. (i) In the event the Trustees are required to obtain the consent of the TAC pursuant to Section 2.2(f) above, the Trustees shall provide the TAC with a written notice stating that their consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustees shall provide the TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees shall also provide the TAC with such reasonable access to experts retained by the PI Trust and its staff (if any) as the TAC may reasonably request during the time that the Trustees are considering such action, and shall also provide the TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustees. (ii) The TAC must consider in good faith and in a timely fashion any request for its consent by the Trustees, and must in any event advise the Trustees in writing of its consent or its objection to the proposed action within 30 calendar days of receiving the original request for consent from the Trustees. The TAC may not withhold its consent unreasonably. If the TAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC does not advise the Trustees in writing of its consent or its objections to the action within 30 days of receiving notice regarding such request, the TAC's consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b), the TAC continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or the TAC shall resolve their dispute pursuant to the procedures set forth in Section 7.13.

Consent Process. (i) In the event the Trustees are required to obtain the consent of the TAC Legal Representative pursuant to Section 2.2(f) above, the Trustees shall provide the TAC Legal Representative with a written notice stating that their his or her consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustees shall provide the TAC Legal Representative as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees shall also provide the TAC Legal Representative with such reasonable access to experts retained by the PI Trust and its staff (if any) as the TAC Legal Representative may reasonably request during the time that the Trustees are considering such action, and shall also provide the TAC Legal Representative the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustees. (ii) The TAC Legal Representative must consider in good faith and in a timely fashion any request for its his or her consent by the Trustees, and must in any event advise the Trustees in writing of its his or her consent or its objection to the proposed action within 30 calendar days of receiving the original request for consent from the Trustees. The TAC Legal Representative may not withhold its his or her consent unreasonably. If the TAC 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 TAC Legal Representative does not advise the Trustees in writing of its his or her consent or its objections to the proposed action within 30 days of receiving the notice from the Trustees regarding such requestconsent, the TACLegal Representative's consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b), the TAC Legal Representative continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or the TAC Legal Representative shall resolve their dispute pursuant to the procedures set forth in Section 7.13.

Consent Process. (i) In the event the Trustees are required to obtain the consent of the TAC PD FCR pursuant to Section 2.2(f) above, the Trustees shall provide the TAC PD FCR with a written notice stating that their his or her consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustees shall provide the TAC PD FCR as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees shall also provide the TAC PD FCR with such reasonable access to the Trust Professionals and other experts retained by the PI PD Trust and its staff (if any) as the TAC PD FCR may reasonably request during the time that the Trustees are considering such action, and shall also provide the TAC PD FCR the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustees. (ii) The TAC PD FCR must consider in good faith and in a timely fashion any request for its his or her consent by the Trustees, and must in any event advise the Trustees in writing of its his or her consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the Trustees. The TAC PD FCR may not withhold its his or her consent unreasonably. If the TAC PD 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 TAC PD FCR does not advise the Trustees in writing of its his or her consent or its objections to the proposed action within 30 thirty (30) days of receiving the notice from the Trustees regarding such requestconsent, the TAC's PD FCR’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b6.6(b), the TAC PD FCR continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or the TAC PD FCR shall resolve their dispute pursuant to the procedures set forth in Section 7.137.14.

Consent Process. (i) In the event the Trustees are required to obtain the consent of the TAC pursuant to Section 2.2(f) above, the Trustees shall provide the TAC with a written notice stating that their consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustees shall provide the TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees shall also provide the TAC with such reasonable access to Professionals and other experts retained by the PI Trust and its staff (if any) as the TAC may reasonably request during the time that the Trustees are considering such action, and shall also provide the TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustees. (ii) The TAC must consider in good faith and in a timely fashion any request for its consent by the Trustees, and must in any event advise the Trustees in writing of its consent or its objection to the proposed action within 30 calendar days of receiving the original request for consent from the Trustees. The TAC may not withhold its consent unreasonably. If the TAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC does not advise the Trustees in writing of its consent or its objections to the action within 30 days of receiving notice regarding such request, the TAC's consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b), the TAC continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or the TAC shall resolve their dispute pursuant to the procedures set forth in Section 7.13. However, the burden of proof with respect to the validity of the TAC's objection and withholding of its consent shall be on the TAC.

Consent Process. (i) In the event the Trustees are required to obtain the consent of the TAC pursuant to Section 2.2(f) above, the Trustees shall provide the TAC with a written notice stating that their consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustees shall provide the TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees shall also provide the TAC with such reasonable access to Professionals and other experts retained by the PI U.S. Asbestos Trust and its staff (if any) as the TAC may reasonably request during the time that the Trustees are considering such action, and shall also provide the TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustees. (ii) The TAC must consider in good faith and in a timely fashion any request for its consent by the Trustees, and must in any event advise the Trustees in writing of its consent or its objection to the proposed action within 30 calendar days of receiving the original request for consent from the Trustees. The TAC may not withhold its consent unreasonably. If the TAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC does not advise the Trustees in writing of its consent or its objections to the action within 30 days of receiving notice regarding such request, the TAC's ’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b), the TAC continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or the TAC shall resolve their dispute pursuant to Section 7.14. However, the procedures set forth in Section 7.13burden of proof with respect to the validity of the TAC’s objection and withholding of its consent shall be on the TAC.

Consent Process. (i) Except as otherwise set forth herein, the TAC shall act by majority vote. (ii) In the event the Trustees Tort Claims Trustee are required to obtain the consent of the TAC pursuant to Section 2.2(f3.3(c) above, the Trustees Tort Claims Trustee shall provide the TAC with a written notice stating that their its consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose Tort Claims Trustee proposes to take, take and explaining in detail the reasons why the Trustees desire Tort Claims Trustee desires to take such action. The Trustees Tort Claims Trustee shall provide the TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees Tort Claims Trustee shall also provide the TAC with such reasonable access to any counsel, accountants, appraisers, auditors, forecasters, experts or financial or investment advisors retained by the PI Tort Claims Trust and its staff (if any) as the TAC may reasonably request during the time that the Trustees are Tort Claims Trustee is considering such action, and shall also provide the TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteesTort 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 TAC must consider in good faith and in a timely fashion any request for its consent by the Trustees, Tort Claims Trustee and must in any event advise the Trustees Tort Claims Trustee in writing of its consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the TrusteesTort Claims Trustee. The TAC may not withhold its consent unreasonably. If the TAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC does not advise the Trustees Tort Claims Trustee in writing of its consent or its objections to the action within 30 thirty (30) days of receiving notice regarding such request, the TAC's ’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iiiiv) If, after following the procedures specified in this Section 5.7(b6.7(b), the TAC continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees Tort Claims Trustee and/or the TAC shall resolve their dispute pursuant in accordance with Section 9.15 below. However, the burden of proof with respect to the procedures set forth in Section 7.13validity of the TAC’s objection and withholding of its consent shall be on the TAC.

Consent Process. (i) In the event the Trustees are Trustee is required to obtain the consent of the TAC OAC pursuant to Section 2.2(f) aboveabove or otherwise in the Trust Documents, the Trustees Trustee shall provide the TAC OAC with a written notice stating that their its consent is being sought pursuant to that provisionsought, describing in detail the nature and scope of the action the Trustees propose Trustee proposes to take, and explaining in detail the reasons why the Trustees desire Trustee desires to take such action. The Trustees Trustee shall provide the TAC OAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees Trustee shall also provide the TAC OAC with such reasonable access to the Trust Professionals and other experts retained by the PI PSAN PI/WD Trust and its staff (if any) as the TAC OAC may reasonably request during the time that the Trustees are Trustee is considering such action, and shall also provide the TAC OAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteesTrustee. (ii) The TAC OAC must consider in good faith and in a timely fashion any request for its consent by the TrusteesTrustee, and must in any event advise the Trustees Trustee, in writing writing, of its consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the TrusteesTrustee. The TAC OAC may not withhold its consent unreasonably. If the TAC OAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC OAC does not advise the Trustees Trustee, in writing writing, of its consent or its objections to the action within 30 thirty (30) days of receiving notice regarding such request, the TAC's OAC’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b6.7(b), the TAC OAC continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees Trustee and/or the TAC OAC shall resolve their dispute pursuant to the procedures set forth in Section 7.138.13 below.

Consent Process. (i) In the event the Trustees are required to obtain the consent of the TAC and FCR pursuant to Section 2.2(f) above, the TDP, the Plan, or otherwise, the Trustees shall provide the TAC and FCR with a written notice stating that their consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustees shall provide the TAC and FCR as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees shall also provide the TAC and FCR with such reasonable access to the Trust Professionals and other experts retained by the PI Talc Trust and its staff (if any) as the TAC and FCR may reasonably request during the time that the Trustees are considering such action, and shall also provide the TAC and FCR the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustees. (ii) The TAC and FCR must consider in good faith and in a timely fashion any request for its their consent by the Trustees, Trustees and must in any event advise the Trustees in writing of its their consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the Trustees, or within such additional time as the Trustees and TAC and FCR may agree. The TAC and FCR may not withhold its their consent unreasonably. If the TAC or FCR decides to withhold its consent, it they must explain in detail its their objections to the proposed action. If either the TAC or the FCR does not advise the Trustees in writing of its consent or its objections to the proposed action within 30 thirty (30) days of receiving notice regarding such requestrequest (or any additional time period agreed to by the Trustees), then consent of the TAC's consent TAC or the FCR (as applicable) to the proposed actions action shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b7.1(b), the TAC or FCR continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or and the TAC or FCR shall resolve their dispute pursuant to the procedures set forth in Section 7.13.Section

Consent Process. ‌ (i) Except as otherwise set forth herein, the TAC shall act by majority vote. (ii) In the event the Trustees Tort Claims Trustee are required to obtain the consent of the TAC pursuant to Section 2.2(f3.3(c) above, the Trustees Tort Claims Trustee shall provide the TAC with a written notice stating that their its consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose Tort Claims Trustee proposes to take, take and explaining in detail the reasons why the Trustees desire Tort Claims Trustee desires to take such action. The Trustees Tort Claims Trustee shall provide the TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees Tort Claims Trustee shall also provide the TAC with such reasonable access to any counsel, accountants, appraisers, auditors, forecasters, experts or financial or investment advisors retained by the PI Tort Claims Trust and its staff (if any) as the TAC may reasonably request during the time that the Trustees are Tort Claims Trustee is considering such action, and shall also provide the TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteesTort 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 TAC must consider in good faith and in a timely fashion any request for its consent by the Trustees, Tort Claims Trustee and must in any event advise the Trustees Tort Claims Trustee in writing of its consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the TrusteesTort Claims Trustee. The TAC may not withhold its consent unreasonably. If the TAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC does not advise the Trustees Tort Claims Trustee in writing of its consent or its objections to the action within 30 thirty (30) days of receiving notice regarding such request, the TAC's ’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iiiiv) If, after following the procedures specified in this Section 5.7(b6.7(b), the TAC continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees Tort Claims Trustee and/or the TAC shall resolve their dispute pursuant in accordance with Section 9.15 below. However, the burden of proof with respect to the procedures set forth in Section 7.13validity of the TAC’s objection and withholding of its consent shall be on the TAC.

Consent Process. (i) In the event the Trustees are Trustee is required to obtain the consent of the TAC FCR pursuant to Section 2.2(f) above, the Trustees Plan, the TDP, or otherwise, the Trustee shall provide the TAC FCR with a written notice stating that their his or her consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose Trustee proposes to take, and explaining in detail the reasons why the Trustees desire Trustee desires to take such action. The Trustees Trustee shall provide the TAC FCR as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees Trustee shall also provide the TAC FCR with such reasonable access to the Trust Professionals and other experts retained by the PI Asbestos Trust and its staff (if any) as the TAC FCR may reasonably request during the time that the Trustees are Trustee is considering such action, and shall also provide the TAC FCR the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteesTrustee. (ii) The TAC FCR must consider in good faith and in a timely fashion any request for its his or her consent by the TrusteesTrustee, and must in any event advise the Trustees Trustee in writing of its his or her consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the TrusteesTrustee, or within such additional time as the Trustee and FCR may agree. The TAC FCR may not withhold its his or her consent unreasonably. If the TAC 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 TAC FCR does not advise the Trustees Trustee in writing of its his or her consent or its objections to the proposed action within 30 thirty (30) 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 TAC's FCR’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b6.6(b), the TAC FCR continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or Trustee and the TAC FCR shall resolve their dispute pursuant to the procedures set forth in Section 7.13. However, the burden of proof with respect to the validity of the FCR’s objection and withholding of his or her consent shall be on the FCR.

Consent Process. (i) In the event the Trustees are Trustee is required to obtain the consent of the TAC FCR pursuant to Section 2.2(f) aboveabove or otherwise in the Trust Documents, the Trustees Trustee shall provide the TAC FCR with a written notice stating that their his or her consent is being sought pursuant to that provisionsought, describing in detail the nature and scope of the action the Trustees propose Trustee proposes to take, and explaining in detail the reasons why the Trustees desire Trustee desires to take such action. The Trustees Trustee shall provide the TAC FCR as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees Trustee shall also provide the TAC FCR with such reasonable access to the Trust Professionals and other experts retained by the PI PSAN PI/WD Trust and its staff (if any) as the TAC FCR may reasonably request during the time that the Trustees are Trustee is considering such action, and shall also provide the TAC FCR the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteesTrustee. (ii) The TAC FCR must consider in good faith and in a timely fashion any request for its his or her consent by the TrusteesTrustee, and must in any event advise the Trustees Trustee, in writing writing, of its his or her consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the TrusteesTrustee. The TAC FCR may not withhold its his or her consent unreasonably. If the TAC 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 TAC FCR does not advise the Trustees Trustee, in writing writing, of its his or her consent or its objections objection to the proposed action within 30 thirty (30) days of receiving the notice from the Trustee regarding such requestconsent, the TAC's FCR’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following following, the procedures specified in this Section 5.7(b7.6(b), the TAC FCR continues to object to the proposed action and to withhold its his or her consent to the proposed action, the Trustees Trustee and/or the TAC FCR shall resolve their dispute pursuant to Section 8.13 below. However, the procedures set forth burden of proof, described in Section 7.138.13 below, with respect to the validity of the FCR’s objection and withholding of his or her consent shall be on the FCR.

Consent Process. (i) In the event the Trustees are Trustee is required to obtain the consent of the TAC pursuant to Section 2.2(f) above, the Trustees Plan, the TDP, or otherwise, the Trustee shall provide the TAC with a written notice stating that their consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose Trustee proposes to take, and explaining in detail the reasons why the Trustees desire Trustee desires to take such action. The Trustees Trustee shall provide the TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees Trustee shall also provide the TAC with such reasonable access to the Trust Professionals and other experts retained by the PI Asbestos Trust and its staff (if any) as the TAC may reasonably request during the time that the Trustees are Trustee is considering such action, and shall also provide the TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteesTrustee. (ii) The TAC must consider in good faith and in a timely fashion any request for its consent by the TrusteesTrustee, and must in any event advise the Trustees Trustee in writing of its consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the TrusteesTrustee, or within such additional time as the Trustee and the TAC may agree. The TAC may not withhold its consent unreasonably. If the TAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC does not advise the Trustees Trustee in writing of its consent or its objections to the action within 30 thirty (30) days of receiving notice regarding such requestrequest (or the additional time period agreed to by the Trustee and the TAC), the TAC's ’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b), the TAC continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or Trustee and the TAC shall resolve their dispute pursuant to the procedures set forth in Section 7.13. However, the burden of proof with respect to the validity of the TAC’s objection and withholding of its consent shall be on the TAC.

Consent Process. (i) In the event the Trustees are required to obtain the consent of the TAC Future Claimants Representative pursuant to Section 2.2(f) above, the Trustees shall provide the TAC Future Claimants Representative with a written notice stating that their his or her consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustees shall provide the TAC Future Claimants Representative as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees shall also provide the TAC Future Claimants Representative with such reasonable access to Professionals and other experts retained by the PI U.S. Asbestos Trust and its staff (if any) as the TAC Future Claimants Representative may reasonably request during the time that the Trustees are considering such action, and shall also provide the TAC Future Claimants Representative the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustees. (ii) The TAC Future Claimants Representative must consider in good faith and in a timely fashion any request for its his or her consent by the Trustees, and must in any event advise the Trustees in writing of its his or her consent or its objection to the proposed action within 30 calendar days of receiving the original request for consent from the Trustees. The TAC Future Claimants Representative may not withhold its his or her consent unreasonably. If the TAC 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 TAC Future Claimants Representative does not advise the Trustees in writing of its his or her consent or its objections to the proposed action within 30 days of receiving the notice from the Trustees regarding such requestconsent, the TAC's Future Claimants Representative’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b), the TAC Future Claimants Representative continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or the TAC Future Claimants Representative shall resolve their dispute pursuant to Section 7.14. However, the procedures set forth in Section 7.13burden of proof with respect to the validity of the Future Claimants Representative’s objection and withholding of his or her consent shall be on the Future Claimants Representative.

Consent Process. (i) In the event the Trustees are Trustee is required to obtain the consent of the TAC NAS Representative pursuant to Section 2.2(fsection 2.2(h) above, the Trustees Trustee shall provide the TAC NAS Representative with a written notice stating that their consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose Trustee proposes to take, and explaining in detail the reasons why the Trustees desire Trustee desires to take such action. The Trustees Trustee shall provide the TAC NAS Representative as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees Trustee shall also provide the TAC NAS Representative and the NAS Representative Professionals with such reasonable access to experts retained by the PI Trust and its staff (if any) Professionals as the TAC NAS Representative may reasonably request during the time that the Trustees are Trustee is considering such action, and shall also provide the TAC NAS Representative the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteesTrustee. (ii) The TAC NAS Representative must consider in good faith and in a timely fashion any request for its consent by the TrusteesTrustee, and must in any event advise the Trustees Trustee in writing of its consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the TrusteesTrustee, or within such additional time as the Trustee and the NAS Representative may agree. The TAC NAS Representative may not withhold its consent unreasonably. If the TAC NAS Representative decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC NAS Representative does not advise the Trustees Trustee in writing of its consent or its objections to the action within 30 thirty (30) days of receiving notice regarding such requestrequest (or the additional time period agreed to by the Trustee and the NAS Representative), the TAC's NAS Representative’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(bsection 6.7(b), the TAC NAS Representative continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or Trustee and the TAC NAS Representative shall resolve their dispute pursuant to section 8.15. However, the procedures set forth in Section 7.13burden of proof with respect to the reasonableness of the NAS Representative’s objection and withholding of its consent shall be on the NAS Representative.

Consent Process. (i) In the event the Trustees are required to obtain the consent of the TAC pursuant to Section 2.2(f) above, the Trustees shall provide the TAC with a written notice stating that their consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustees shall provide the TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees shall also provide the TAC with such reasonable access to the Trust Professionals and other experts retained by the PI Trust and its staff (if any) as the TAC may reasonably request during the time that the Trustees are considering such action, and shall also provide the TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustees. (ii) The TAC must consider in good faith and in a timely fashion any request for its consent by the Trustees, and must in any event advise the Trustees in writing of its consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the Trustees. The TAC may not withhold its consent unreasonably. If the TAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC does not advise the Trustees in writing of its consent or its objections to the action within 30 thirty (30) days of receiving notice regarding such request, the TAC's ’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b), the TAC continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or the TAC shall resolve their dispute pursuant to the procedures set forth in Section 7.13. However, the burden of proof with respect to the validity of the TAC’s objection and withholding of its consent shall be on the TAC.

Consent Process. (i) In the event the Trustees are required to obtain the consent of the Asbestos TAC pursuant to Section article 2.2(f) above, the Trustees shall provide the Asbestos TAC with a written notice stating that their its consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustees shall provide the Asbestos TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees also shall also provide the Asbestos TAC with such reasonable access to professionals and other experts retained by the Asbestos PI Trust and its staff (if any) as the Asbestos TAC may reasonably request during the time that the Trustees are considering such action, and shall also provide the Asbestos TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustees. (ii) The Asbestos TAC must shall consider in good faith and in a timely fashion any request for its consent by the Trustees, and must shall in any event advise the Trustees in writing of its consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the Trustees. The Asbestos TAC may not withhold its consent unreasonably. If the Asbestos TAC decides to withhold its consent, it must shall explain in detail its objections to the proposed action. If the Asbestos TAC does not advise the Trustees in writing of its consent or its objections to the action within 30 thirty (30) days of receiving notice regarding such request, the Asbestos TAC's consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section article 5.7(b), the Asbestos TAC continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or the Asbestos TAC shall resolve their dispute pursuant to article 7.13. However, the procedures set forth in Section 7.13burden of proof with respect to the validity of the Asbestos TAC's objection and withholding of its consent shall be on the Asbestos TAC.

Consent Process. (i) In the event the Trustees are required to obtain the consent of the TAC Futures Representative pursuant to Section 2.2(f) above, the Trustees shall provide the TAC Futures Representative with a written notice stating that their his or her consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustees shall provide the TAC Futures Representative as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees shall also provide the TAC Futures Representative with such reasonable access to the Trust Professionals and other experts retained by the PI Trust and its staff (if any) as the TAC Futures Representative may reasonably request during the time that the Trustees are considering such action, and shall also provide the TAC Futures Representative the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustees. (ii) The TAC Futures Representative must consider in good faith and in a timely fashion any request for its his or her consent by the Trustees, and must in any event advise the Trustees in writing of its his or her consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the Trustees. The TAC Futures Representative may not withhold its his or her consent unreasonably. If the TAC 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 TAC Futures Representative does not advise the Trustees in writing of its his or her consent or its objections to the proposed action within 30 thirty (30) days of receiving the notice from the Trustees regarding such requestconsent, the TAC's Futures Representative’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b6.6(b), the TAC Futures Representative continues to object to the proposed action and to withhold its his or her consent to the proposed action, the Trustees and/or the TAC Futures Representative shall resolve their dispute pursuant to the procedures set forth in Section 7.13. However, the burden of proof with respect to the validity of the Futures Representative’s objection and withholding of his or her consent shall be on the Futures Representative.

Consent Process. (i) In the event the Trustees are Trustee is required to obtain the consent of the TAC pursuant to Section 2.2(f) aboveabove or otherwise in the Trust Documents, the Trustees Trustee shall provide the TAC with a written notice stating that their its consent is being sought pursuant to that provisionsought, describing in detail the nature and scope of the action the Trustees propose Trustee proposes to take, and explaining in detail the reasons why the Trustees desire Trustee desires to take such action. The Trustees Trustee shall provide the TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees Trustee shall also provide the TAC with such reasonable access to the Trust Professionals and other experts retained by the PI PSAN PI/WD Trust and its staff (if any) as the TAC may reasonably request during the time that the Trustees are Trustee is considering such action, and shall also provide the TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteesTrustee. (ii) The TAC must consider in good faith and in a timely fashion any request for its consent by the TrusteesTrustee, and must in any event advise the Trustees Trustee, in writing writing, of its consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the TrusteesTrustee. The TAC may not withhold its consent unreasonably. If the TAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC does not advise the Trustees Trustee, in writing writing, of its consent or its objections to the action within 30 thirty (30) days of receiving notice regarding such request, the TAC's ’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b), the TAC continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees Trustee and/or the TAC shall resolve their dispute pursuant to Section 8.13 below. However, the procedures set forth burden of proof, described in Section 7.138.13 below, with respect to the validity of the TAC’s objection and withholding of its consent shall be on the TAC.

Consent Process. (i) In the event the Plan Trustees are required to obtain the consent of the TAC Futures Representative pursuant to Section 2.2(f) above, the Plan Trustees shall provide the TAC Futures Representative with a written notice stating that their his or her consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Plan Trustees propose to take, and explaining in detail the reasons why the Plan Trustees desire to take such action. The Plan Trustees shall provide the TAC Futures Representative as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Plan Trustees shall also provide the TAC Futures Representative with such reasonable access to the Professionals and other experts retained by the PI Plan Trust and its staff (if any) as the TAC Futures Representative may reasonably request during the time that the Plan Trustees are considering such action, and shall also provide the TAC Futures Representative the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Plan Trustees. (ii) The TAC Futures Representative must consider in good faith and in a timely fashion any request for its his or her consent by the Plan Trustees, and must in any event advise the Plan Trustees in writing of its his or her consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the Plan Trustees. The TAC Futures Representative may not withhold its his or her consent unreasonably. If the TAC 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 TAC Futures Representative does not advise the Plan Trustees in writing of its his or her consent or its objections to the proposed action within 30 thirty (30) days of receiving the notice from the Plan Trustees regarding such requestconsent, the TACFutures Representative's consent to the proposed actions shall be deemed to have been affirmatively granted.. EXHIBIT D TO THE PLAN (iii) If, after following the procedures specified in this Section 5.7(b6.6(b), the TAC Futures Representative continues to object to the proposed action and to withhold its consent to the proposed action, the Plan Trustees and/or the TAC Futures Representative shall resolve their dispute pursuant to the procedures set forth in Section 7.13. However, the burden of proof with respect to the validity of the Futures Representative's objection and withholding of his or her consent shall be on the Futures Representative.

Consent Process. (i) In the event the Trustees are Trustee is required to obtain the consent of the TAC Futures Representative pursuant to Section 2.2(f) above, the Trustees Trustee shall provide the TAC Futures Representative with a written notice stating that their his or her consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose Trustee proposes to take, and explaining in detail the reasons why the Trustees desire Trustee desires to take such action. The Trustees Trustee shall provide the TAC Futures Representative as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees Trustee shall also provide the TAC Futures Representative with such reasonable access to the Trust Professionals and other experts retained by the PI Trust and its staff (if any) as the TAC Futures Representative may reasonably request during the time that the Trustees are Trustee is considering such action, and shall also provide the TAC Futures Representative the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteesTrustee. (ii) The TAC Futures Representative must consider in good faith and in a timely fashion any request for its his or her consent by the TrusteesTrustee, and must in any event advise the Trustees Trustee in writing of its his or her consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the TrusteesTrustee. The TAC Futures Representative may not withhold its his or her consent unreasonably. If the TAC 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 TAC Futures Representative does not advise the Trustees Trustee in writing of its his or her consent or its objections to the proposed action within 30 thirty (30) days of receiving the notice from the Trustee regarding such requestconsent, the TAC's Futures Representative’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b6.6(b), the TAC Futures Representative continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees Trustee and/or the TAC Futures Representative shall resolve their dispute pursuant to the procedures set forth in Section 7.13. However, the burden of proof with respect to the validity of the Futures Representative’s objection and withholding of his or her consent shall be on the Futures Representative.

Consent Process. (i) In the event the Trustees are Trustee(s) is required to obtain the consent of the TAC FCR pursuant to Section 2.2(f) above, the Trustees Trustee(s) shall provide the TAC FCR with a written notice stating that their his or her consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose Trustee(s) proposes to take, and explaining in detail the reasons why the Trustees desire Trustee(s) desires to take such action. The Trustees Trustee(s) shall provide the TAC FCR as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees Trustee(s) shall also provide the TAC FCR with such reasonable access to the Trust Professionals and other experts retained by the PI Asbestos Trust and its staff (if any) as the TAC FCR may reasonably request during the time that the Trustees are Trustee(s) is considering such action, and shall also provide the TAC FCR the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteesTrustee(s). (ii) The TAC FCR must consider in good faith and in a timely fashion any request for its his or her consent by the TrusteesTrustee(s), and must in any event advise the Trustees Trustee(s) in writing of its his or her consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the TrusteesTrustee(s), or within such additional time as the Trustee(s) and FCR may agree. The TAC FCR may not withhold its his or her consent unreasonably. If the TAC 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 TAC FCR does not advise the Trustees Trustee(s) in writing of its his or her consent or its objections to the proposed action within 30 thirty (30) days of receiving the notice from the Trustee(s) regarding such requestconsent (or the additional time period agreed to by the Trustee(s) and the FCR), the TAC's FCR’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b6.6(b), the TAC FCR continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees Trustee(s) and/or the TAC FCR shall resolve their dispute pursuant to the procedures set forth in Section 7.13. However, the burden of proof with respect to the validity of the FCR’s objection and withholding of his or her consent shall be on the FCR.

Consent Process. (i) In the event the Trustees are required to obtain the consent of the TAC Future Claimants’ Representative pursuant to Section 2.2(f) above, the Trustees shall provide the TAC Future Claimants’ Representative with a written notice stating that their his or her consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustees shall provide the TAC Future Claimants’ Representative as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees shall also provide the TAC Future Claimants’ Representative with such reasonable access to Trust Professionals and other experts retained by the PI Trust and its staff (if any) as the TAC Future Claimants’ Representative may reasonably request during the time that the Trustees are considering such action, and shall also provide the TAC Future Claimants’ Representative the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustees. (ii) The TAC Future Claimants’ Representative must consider in good faith and in a timely fashion any request for its his or her consent by the Trustees, and must in any event advise the Trustees in writing of its his or her consent or its objection to the proposed action within 30 calendar days of receiving the original request for consent from the Trustees. The TAC Future Claimants’ Representative may not withhold its his or her consent unreasonably. If the TAC 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 TAC Future Claimants’ Representative does not advise the Trustees in writing of its his or her consent or its objections to the proposed action within 30 days of receiving the notice from the Trustees regarding such requestconsent, the TAC's Future Claimants’ Representative’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b), the TAC Future Claimants’ Representative continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or the TAC Future Claimants’ Representative shall resolve their dispute pursuant to the procedures set forth in Section 7.13. However, the burden of proof with respect to the validity of the Future Claimants’ Representative’s objection and withholding of his or her consent shall be on the Future Claimants’ Representative.

Consent Process. (i) In the event the Trustees are required to obtain the consent of the TAC Future Claimants' Representative pursuant to Section 2.2(f) above, the Trustees shall provide the TAC Future Claimants' Representative with a written notice stating that their his or her consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustees shall provide the TAC Future Claimants' Representative as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees shall also provide the TAC Future Claimants' Representative with such reasonable access to Professional and other experts retained by the PI Trust and its staff (if any) as the TAC Future Claimants' Representative may reasonably request during the time that the Trustees are considering such action, and shall also provide the TAC Future Claimants' Representative the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustees. (ii) The TAC Future Claimants' Representative must consider in good faith and in a timely fashion any request for its his or her consent by the Trustees, and must in any event advise the Trustees in writing of its his or her consent or its objection to the proposed action within 30 calendar days of receiving the original request for consent from the Trustees. The TAC Future Claimants' Representative may not withhold its his or her consent unreasonably. If the TAC 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 TAC Future Claimants' Representative does not advise the Trustees in writing of its his or her consent or its objections to the proposed action within 30 days of receiving the notice from the Trustees regarding such requestconsent, the TACFuture Claimants' Representative's consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b), the TAC Future Claimants' Representative continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or the TAC Future Claimants' Representative shall resolve their dispute pursuant to the procedures set forth in Section 7.13. However, the burden of proof with respect to the validity of the Future Claimants' Representative's objection and withholding of his or her consent shall be on the Future Claimants' Representative.

Consent Process. (i) In the event the Trustees are Trustee is required to obtain the consent of the TAC TOC pursuant to Section 2.2(f) aboveany provision in the Trust Documents, the Trustees Trustee shall provide the TAC TOC with a written notice stating that their its consent is being sought pursuant to that provisionsought, describing in detail the nature and scope of the action the Trustees propose Trustee proposes to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustees Trustee shall provide the TAC TOC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees Trustee shall also provide the TAC TOC with such reasonable access to the Trust Professionals and other experts retained by the PI Trust Trustee and its staff (if any) the Claims Administrator as the TAC TOC may reasonably request during the time that the Trustees are Trustee is considering such action, and shall also provide the TAC TOC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteesTrustee. (ii) The TAC TOC must consider in good faith and in a timely fashion any request for its consent by the TrusteesTrustee, and must in any event advise the Trustees Trustee, in writing writing, of its consent or its objection to the proposed action within 30 calendar three (3) business days of receiving the original request for consent from the TrusteesTrustee. The TAC TOC may not withhold its consent unreasonably. If the TAC TOC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC TOC does not advise the Trustees Trustee, in writing writing, of its consent or its objections to the action within 30 three (3) business days of receiving notice regarding such request, the TAC's TOC’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) . If, after following the procedures specified in this Section 5.7(b), the TAC continues to object to the proposed action and to withhold its TOC does not consent to the Trustee’s proposed action, the Trustees and/or Trustee and the TAC TOC shall resolve their dispute pursuant to Section 8.18 below, however, in that event the procedures set forth in Section 7.13TOC 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 Trustees are Trustee(s) is required to obtain the consent of the TAC pursuant to Section 2.2(f) above, the Trustees Trustee(s) shall provide the TAC with a written notice stating that their consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose Trustee(s) proposes to take, and explaining in detail the reasons why the Trustees desire Trustee(s) desires to take such action. The Trustees Trustee(s) shall provide the TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees Trustee(s) shall also provide the TAC with such reasonable access to the Trust Professionals and other experts retained by the PI Asbestos Trust and its staff (if any) as the TAC may reasonably request during the time that the Trustees are Trustee(s) is considering such action, and shall also provide the TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteesTrustee(s). (ii) The TAC must consider in good faith and in a timely fashion any request for its consent by the TrusteesTrustee(s), and must in any event advise the Trustees Trustee(s) in writing of its consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the TrusteesTrustee(s), or within such additional time as the Trustee(s) and the TAC may agree. The TAC may not withhold its consent unreasonably. If the TAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC does not advise the Trustees Trustee(s) in writing of its consent or its objections to the action within 30 thirty (30) days of receiving notice regarding such requestrequest (or the additional time period agreed to by the Trustee(s) and the TAC), the TAC's ’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b), the TAC continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees Trustee(s) and/or the TAC shall resolve their dispute pursuant to the procedures set forth in Section 7.13. However, the burden of proof with respect to the validity of the TAC’s objection and withholding of its consent shall be on the TAC.

Consent Process. (i) In the event the Trustees are Trustee is required to obtain the consent of the TAC FCR pursuant to Section 2.2(fsection 2.2(h) above, the Trustees Trustee shall provide the TAC FCR with a written notice stating that their the FCR’s consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose Trustee proposes to take, and explaining in detail the reasons why the Trustees desire Trustee desires to take such action. The Trustees Trustee shall provide the TAC FCR as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees Trustee shall also provide the TAC FCR and the FCR Professionals with such reasonable access to experts retained by the PI Trust and its staff (if any) Professionals as the TAC FCR may reasonably request during the time that the Trustees are Trustee is considering such action, and shall also provide the TAC FCR the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteesTrustee. (ii) The TAC FCR must consider in good faith and in a timely fashion any request for its the FCR’s consent by the TrusteesTrustee, and must in any event advise the Trustees Trustee in writing of its the FCR’s consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the TrusteesTrustee, or within such additional time as the Trustee and FCR may agree. The TAC FCR may not withhold its the FCR’s consent unreasonably. If the TAC FCR decides to withhold its consent, it the FCR must explain in detail its the FCR’s objections to the proposed action. If the TAC FCR does not advise the Trustees Trustee in writing of its the FCR’s consent or its objections to the proposed action within 30 thirty (30) 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 TAC's FCR’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b7.5(b), the TAC FCR continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or Trustee and the TAC FCR shall resolve their dispute pursuant to section 8.15. However, the procedures set forth in Section 7.13burden of proof with respect to the validity of the FCR’s objection and withholding of the FCR’s consent shall be on the FCR.

Consent Process. (i) In the event the Trustees are Trustee is required to obtain the consent of the TAC pursuant to Section 2.2(f) above, the Trustees Trustee shall provide the TAC with a written notice stating that their its consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose Trustee proposes to take, and explaining in detail the reasons why the Trustees desire Trustee desires to take such action. The Trustees Trustee shall provide the TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees Trustee shall also provide the TAC with such reasonable access to the Trust Professionals and other experts retained by the PI Trust and its staff (if any) as the TAC may reasonably request during the time that the Trustees are Trustee is considering such action, and shall also provide the TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteesTrustee. (ii) The TAC must consider in good faith and in a timely fashion any request for its consent by the TrusteesTrustee, and must in any event advise the Trustees Trustee in writing of its consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the TrusteesTrustee. The TAC may not withhold its consent unreasonably. If the TAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC does not advise the Trustees Trustee in writing of its consent or its objections to the action within 30 thirty (30) days of receiving notice regarding such request, the TAC's ’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b), the TAC continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees Trustee and/or the TAC shall resolve their dispute pursuant to the procedures set forth in Section 7.13. However, the burden of proof with respect to the validity of the TAC’s objection and withholding of its consent shall be on the TAC.

Consent Process. (i) In the event the Trustees are Trustee is required to obtain the consent of the TAC pursuant to Section 2.2(f) aboveherein, the Trustees NAS Monitoring TDP, the Plan, or otherwise, the Trustee shall provide the TAC with a written notice stating that their its consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose Trustee proposes to take, and explaining in detail the reasons why the Trustees desire Trustee desires to take such action. The Trustees Trustee shall provide the TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees Trustee shall also provide the TAC with such reasonable access to the Trust Professionals and other experts retained by the PI NAS Monitoring Trust and its staff (if any) as the TAC may reasonably request during the time that the Trustees are Trustee is considering such action, and shall also provide the TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteesTrustee. (ii) The TAC must consider in good faith and in a timely fashion any request for its their consent by the Trustees, Trustee and must in any event advise the Trustees Trustee in writing of its consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the TrusteesTrustee, or within such additional time as the Trustee and TAC may agree. The TAC may not withhold its consent unreasonably. If the TAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC does not advise the Trustees Trustee in writing of its consent or its objections to the proposed action within 30 thirty (30) days of receiving notice regarding such requestrequest (or any additional time period agreed to by the Trustee), then consent of the TAC's consent TAC to the proposed actions action shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b6.1(b), the TAC continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or Trustee and the TAC shall resolve their dispute pursuant to Section 6.14. The TAC shall bear the procedures set forth in Section 7.13burden of proving that it reasonably withheld its consent. If the TAC meets that burden, the NAS Monitoring Trust shall then bear the burden of showing why it should be permitted to take the proposed action notwithstanding the TAC or Trustee’s reasonable objection.

Consent Process. (i) In the event the Trustees are Trustee is required to obtain the consent of the TAC pursuant to Section 2.2(f2.2(g) aboveherein, the Trustees Hospital TDP, the Plan, or otherwise, the Trustee shall provide the TAC with a written notice stating that their its consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose Trustee proposes to take, and explaining in detail the reasons why the Trustees desire Trustee desires to take such action. The Trustees Trustee shall provide the TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees Trustee shall also provide the TAC with such reasonable access to the Trust Professionals and other experts retained by the PI Hospital Trust and its staff (if any) as the TAC may reasonably request during the time that the Trustees are Trustee is considering such action, and shall also provide the TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteesTrustee. (ii) The TAC must consider in good faith and in a timely fashion any request for its their consent by the Trustees, Trustee and must in any event advise the Trustees Trustee in writing of its consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the TrusteesTrustee, or within such additional time as the Trustee and TAC may agree. The TAC may not withhold its consent unreasonably. If the TAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC does not advise the Trustees Trustee in writing of its consent or its objections to the proposed action within 30 thirty (30) days of receiving notice regarding such requestrequest (or any additional time period agreed to by the Trustee), then consent of the TAC's consent TAC to the proposed actions action shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b6.1(b), the TAC continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or Trustee and the TAC shall resolve their dispute pursuant to Section 6.13. The TAC shall bear the procedures set forth in Section 7.13burden of proving that it reasonably withheld its consent. If the TAC meets that burden, the Hospital Trust shall then bear the burden of showing why it should be permitted to take the proposed action notwithstanding the TAC or Trustee’s reasonable objection.

Consent Process. (i) In the event the Trustees are Trustee is required to obtain the consent of the TAC Legal Representative pursuant to Section 2.2(f2.2(e) above, the Trustees Trustee shall provide the TAC Legal Representative with a written notice stating that their his or her consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose Trustee proposes to take, take and explaining in detail the reasons why the Trustees desire Trustee desires to take such action. The Trustees Trustee shall provide the TAC Legal Representative as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees Trustee shall also provide the TAC Legal Representative with such reasonable access to any counsel, accountants, appraisers, auditors, forecasters, experts or financial or investment advisors retained by the PI Trust and its staff (if any) as the TAC Legal Representative may reasonably request during the time that the Trustees Trustee are considering such action, and shall also provide the TAC Legal Representative the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteesTrustee; 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 TAC Legal Representative must consider in good faith and in a timely fashion any request for its his or her consent by the Trustees, Trustee and must in any event advise the Trustees Trustee in writing of its his or her consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the TrusteesTrustee. The TAC Legal Representative may not withhold its his or her consent unreasonably. If the TAC 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 TAC Legal Representative does not advise the Trustees Trustee in writing of its his or her consent or its objections to the proposed action within 30 thirty (30) days of receiving the notice from the Trustee regarding such requestconsent, the TAC's Legal Representative’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b7.7(b), the TAC Legal Representative continues to object to the proposed action and to withhold its his or her consent to the proposed action, the Trustees Trustee and/or the TAC Legal Representative shall resolve their dispute pursuant in accordance with Section 8.12 below. However, the burden of proof with respect to the procedures set forth in Section 7.13validity of the Legal Representative’s objection and withholding of his or her consent shall be on the Legal Representative.

Consent Process. (i) In the event the Trustees are Trustee is required to obtain the consent of the TAC PI Committee pursuant to Section 2.2(fsection 2.2(h) above, the Trustees Trustee shall provide the TAC PI Committee with a written notice stating that their its consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose Trustee proposes to take, and explaining in detail the reasons why the Trustees desire Trustee desires to take such action. The Trustees Trustee shall provide the TAC PI Committee as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees Trustee shall also provide the TAC PI Committee and the PI Committee Professionals with such reasonable access to experts retained by the Trust Professionals as the PI Trust and its staff (if any) as the TAC Committee may reasonably request during the time that the Trustees are Trustee is considering such action, and shall also provide the TAC PI Committee the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the TrusteesTrustee. (ii) The TAC PI Committee must consider in good faith and in a timely fashion any request for its consent by the TrusteesTrustee, and must in any event advise the Trustees Trustee in writing of its consent or its objection to the proposed action within 30 calendar thirty (30) days of receiving the original request for consent from the TrusteesTrustee, 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 TAC PI Committee may not withhold its consent unreasonably. If the TAC PI Committee decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC PI Committee does not advise the Trustees Trustee in writing of its consent or its objections to the action within 30 thirty (30) days of receiving notice regarding such requestrequest (or the additional time period agreed to by the Trustee and the PI Committee), the TAC's PI Committee’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section section 5.7(b), a majority of the TAC PI Committee continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or Trustee and the TAC PI Committee shall resolve their dispute pursuant to section 8.15. However, the procedures set forth in Section 7.13burden of proof with respect to the reasonableness of the PI Committee’s objection and withholding of its consent shall be on the PI Committee.

Consent Process. (i) In the event the Plan Trustees are required to obtain the consent of the TAC pursuant to Section 2.2(f) above, the Trustees shall provide the TAC with a written notice stating that their consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Plan Trustees propose to take, and explaining in detail the reasons why the Plan Trustees desire to take such action. The Plan Trustees shall provide the TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Plan Trustees shall also provide the TAC with such reasonable access to the Professionals and other experts retained by the PI Plan Trust and its staff (if any) as the TAC may reasonably request during the time that the Plan Trustees are considering such action, and shall also provide the TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Plan Trustees. (ii) The TAC must consider in good faith and in a timely fashion any request for its consent by the Plan Trustees, and must in any event advise the Plan Trustees in writing of its consent or its objection to the proposed action within 30 calendar days of receiving the original request for consent from the Plan Trustees. The TAC may not withhold its consent unreasonably. If the TAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC does not advise the Plan Trustees in writing of its consent or its objections to the action within 30 thirty (30) days of receiving notice regarding such request, the TAC's consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b5.8(b), the TAC continues to object to the proposed action and to withhold its consent to the proposed action, the Plan Trustees and/or the TAC shall resolve their dispute pursuant to the procedures set forth in Section 7.13.. However, the burden of proof with respect to the validity of the TAC's objection and withholding of its consent shall be on the TAC. EXHIBIT D TO THE PLAN SECTION 6 THE FUTURES REPRESENTATIVE

Consent Process. (i) In the event the Trustees are required to obtain the consent of the TAC pursuant to Section 2.2(f) above, the Trustees shall provide the TAC with a written notice stating that their consent is being sought pursuant to that provision, describing in detail the nature and scope of the action the Trustees propose to take, and explaining in detail the reasons why the Trustees desire to take such action. The Trustees shall provide the TAC as much relevant additional information concerning the proposed action as is reasonably practicable under the circumstances, subject to reasonable claims of privilege. The Trustees shall also provide the TAC with such reasonable access to Professionals and other experts retained by the PI Trust and its staff (if any) as the TAC may reasonably request during the time that the Trustees are considering such action, and shall also provide the TAC the opportunity, at reasonable times and for reasonable periods of time, to discuss and comment on such action with the Trustees. (ii) The TAC must consider in good faith and in a timely fashion any request for its consent by the Trustees, and must in any event advise the Trustees in writing of its consent or its objection to the proposed action within 30 calendar days of receiving the original request for consent from the Trustees. The TAC may not withhold its consent unreasonably. If the TAC decides to withhold its consent, it must explain in detail its objections to the proposed action. If the TAC does not advise the Trustees in writing of its consent or its objections to the action within 30 days of receiving notice regarding such request, the TAC's ’s consent to the proposed actions shall be deemed to have been affirmatively granted. (iii) If, after following the procedures specified in this Section 5.7(b), the TAC continues to object to the proposed action and to withhold its consent to the proposed action, the Trustees and/or the TAC shall resolve their dispute pursuant to the procedures set forth in Section 7.13. However, the burden of proof with respect to the validity of the TAC’s objection and withholding of its consent shall be on the TAC.