Common use of Issuance of Replacement Liquidity Facility Clause in Contracts

Issuance of Replacement Liquidity Facility. At any time, the Subordination Agent may, at its option, in consultation with Northwest, arrange for a Replacement Liquidity Facility to replace the Liquidity Facility for any Class of Certificates; provided that, the initial Liquidity Provider and the initial Replacement Liquidity Provider may not be replaced with respect to any Liquidity Facility by the Subordination Agent or Northwest prior to the fifth anniversary of the Closing unless there shall have become due to the initial Liquidity Provider amounts pursuant to Section 3.1, 3.2 or 3.3 of the Liquidity Facilities or the Tax Letter and the replacement of the initial Liquidity Provider would reduce or eliminate the obligation to pay such amounts; provided further that (i) the initial Liquidity Provider may arrange for a Replacement Liquidity Provider with respect to any Liquidity Facility at any time (in which event Northwest shall make commercially reasonable efforts to facilitate such replacement) and (ii) the Liquidity Provider may arrange, or the Subordination Agent (in consultation with Northwest) may arrange, for a Replacement Liquidity Provider pursuant to paragraphs (c) and (d) of this Section 3.6. In any such consultation, the Subordination Agent shall accept the recommendations of Northwest in the absence of a good faith reason not to do so. No such Replacement Liquidity Facility executed in connection therewith shall become effective and no such Replacement Liquidity Facility shall be deemed a

Issuance of Replacement Liquidity Facility. At any time, the Subordination Agent may, at its option, in consultation with Northwest, arrange for a Replacement Liquidity Facility to replace the Liquidity Facility for any applicable Class of Certificates; provided PROVIDED HOWEVER, that, the initial Liquidity Provider and the initial Replacement Liquidity Provider may not be replaced by Northwest as a Liquidity Provider with respect to any such Liquidity Facility by the Subordination Agent or Northwest prior to the fifth third anniversary of the Closing Date, unless there shall have become due to the initial Liquidity Provider amounts pursuant to Section 3.13.01, 3.2 3.02 or 3.3 3.03 of the Liquidity Facilities or the Tax Letter and the replacement of the initial Liquidity Provider would reduce or eliminate the obligation to pay such amounts; provided further that (i) the , any Liquidity Facility of such initial Liquidity Provider may arrange for shall have become a Replacement Liquidity Provider with respect to Downgraded Facility or a Non-Extended Facility or a Downgrade Drawing or a Non-Extension Drawing shall have occurred under any Liquidity Facility at of such initial Liquidity Provider or such initial Liquidity Provider shall have breached any time of its payment (including, without limitation, funding) obligations under any Liquidity Facility in respect of which event Northwest shall make commercially reasonable efforts to facilitate such replacement) and (ii) it is the Liquidity Provider; PROVIDED FURTHER that, the Liquidity Provider may arrange, or the Subordination Agent (in consultation with Northwest) may arrange, for a Replacement Liquidity Provider pursuant to paragraphs (c) and (d) of this Section 3.6. In any such consultation, the Subordination Agent shall accept the recommendations of Northwest in the absence of a good faith reason not to do so. No such Replacement Liquidity Facility executed in connection therewith shall become effective and no such Replacement Liquidity Facility shall be deemed a,

Issuance of Replacement Liquidity Facility. At any time, the Subordination Agent may, at its option, in consultation with NorthwestAmerica West (whose recommendations the Subordination Agent will accept), arrange for a Replacement Liquidity Facility to replace the Liquidity Facility for any Class of Certificates; provided that, that the initial Liquidity Provider and the initial Replacement Liquidity Provider may not be replaced with respect pursuant to any Liquidity Facility by the Subordination Agent or Northwest prior to the fifth anniversary of the Closing this paragraph unless (i) there shall have become due to the initial Liquidity Provider amounts pursuant to Section 3.1, 3.2 or 3.3 of the Liquidity Facilities or the Tax Letter and the replacement of the initial Liquidity Provider would reduce or eliminate the obligation to pay such amounts; provided further that , (iii) it shall become unlawful or impossible for the initial Liquidity Provider may arrange for (or its Lending Office) to maintain or fund its LIBOR Advances as described in Section 3.10 of each Liquidity Facility or (iii) a Replacement Liquidity Provider with respect to Downgrade Drawing shall have occurred under any Liquidity Facility at any time (in which event Northwest shall make commercially reasonable efforts to facilitate such replacement) and (ii) the Liquidity Provider may arrange, or the Subordination Agent (in consultation with Northwest) may arrange, for a Replacement Liquidity Provider pursuant to paragraphs (c) and (d) of this Section 3.6Facility. In any such consultation, the Subordination Agent shall accept the recommendations of Northwest America West in the absence of a good faith reason not to do so. No In addition to any such replacement by the Subordination Agent, the Liquidity Provider with respect to any Liquidity Facility may arrange for a Replacement Liquidity Facility executed in connection therewith shall become effective and no to replace such Replacement Liquidity Facility shall be deemed aunder the circumstances set forth in Section 3.10 of such

Issuance of Replacement Liquidity Facility. At any time, the Subordination Agent may, at its option, in consultation with Northwest, arrange for a Replacement Liquidity Facility to replace the Liquidity Facility for any Class of Certificates; provided PROVIDED that, the initial Liquidity Provider and the initial Replacement Liquidity Provider may not be replaced with respect to any Liquidity Facility by the Subordination Agent or Northwest prior to the fifth anniversary of the Closing unless there shall have become due to the initial Liquidity Provider amounts pursuant to Section 3.1, 3.2 or 3.3 of the Liquidity Facilities or the Tax Letter and the replacement of the initial Liquidity Provider would reduce or eliminate the obligation to pay such amounts; provided further that (i) the initial Liquidity Provider may arrange for a Replacement Liquidity Provider with respect to any Liquidity Facility at any time (in which event Northwest shall make commercially reasonable efforts to facilitate such replacement) and (ii) the Liquidity Provider may arrange, or the Subordination Agent (in consultation with Northwest) may arrange, for a Replacement Liquidity Provider pursuant to paragraphs (c) and (d) of this Section 3.6. In any such consultation, the Subordination Agent shall accept the recommendations of Northwest in the absence of a good faith reason not to do so. If such Replacement Liquidity Facility is provided at any time after [an advance has been made by the then current Liquidity Provider], all funds on deposit in the relevant Cash Collateral Account will be returned to the Liquidity Provider being replaced. No such Replacement Liquidity Facility executed in connection therewith shall become effective and no such Replacement Liquidity Facility shall be deemed aa "Liquidity Facility" under the Operative Agreements, unless and until (i) the conditions referred to in the immediately following paragraph shall have been satisfied and