Common use of Non-Extension Drawings Clause in Contracts

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any the Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Maturity Date for such Class of Certificateswith respect to the ACS Group Loans, then then, no earlier than the 60th day and no later than the 40th 30th day prior to the then applicable Stated Expiration DateDate then in effect, the Subordination Administrative Agent shall request in writing that such the Liquidity Facility Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the Final Legal Distribution Maturity Date for such Class of Certificates with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period Stated Expiration Date then in effect (unless the obligations of such the Liquidity Facility Provider thereunder under the Liquidity Facility are earlier terminated in accordance with such the Liquidity Facility). Whether If on or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on before the date that which is 60 10 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such , (A) the Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e)3.10(d) hereof or (B) the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent that such Stated Expiration Date then in effect shall be so extended (whether or not the Administrative Agent has in fact requested an extension), the Subordination Administrative Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date)shall immediately, in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts for the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, deposited into the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension DrawingReserve Account.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier for a period of (i) the date that is 15 364 days after the Final Legal Distribution Stated Expiration Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable The Liquidity Provider has received a request from shall advise the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 no earlier than 40 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is no later than 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if. If, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of 25th day prior to the Consent Period that such Stated Expiration Date Date, such Liquidity Facility shall not be have been so extended or replaced in accordance with Section 3.6(e), or if the Liquidity Provider fails to irrevocably and unconditionally to advise the Subordination Agent on or before the end of 25th day prior to the Consent Period Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a any Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If the any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier for a period of (i) the date that is 15 364 days after the Final Legal Distribution Stated Expiration Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facilitytherewith). Whether or not the The applicable Liquidity Provider has received a request from shall advise the Subordination AgentBorrower, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 no earlier than 40 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is no later than 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that Date for such extension Liquidity Facility. If, on or before such 25th day, such Liquidity Facility shall not be effective have been so extended or replaced in accordance with respect to Section 3.6(e), or if such Liquidity Provider if, by notice (fails irrevocably and unconditionally to advise the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent Borrower on or before the end of 25th day prior to the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f)3.6(f) hereof. If Notwithstanding the immediately preceding three sentences, so long as MSCS is the Liquidity Provider for any amounts MSCS Liquidity Facility, the Stated Expiration Date therefor shall be drawn pursuant automatically extended, effective on the 25th day prior to such Stated Expiration Date (unless such Stated Expiration Date is on or after the date that is 15 days after the Final Legal Distribution Date for the relevant Class of Certificates), for a period of 364 days after such Stated Expiration Date (unless the obligations of such Liquidity Provider are earlier terminated in accordance with such Liquidity Facility) without the necessity of any act by the Subordination Agent or such Liquidity Provider, unless such Liquidity Provider shall advise the Subordination Agent, prior to such 25th day, that it does not agree to such extension of the Stated Expiration Date, in which event, the Subordination Agent shall, on such 25th day (or as soon as possible thereafter), in accordance with and to the extent permitted by the terms of the Non-Extended Facility, request a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to under the Non-Extension Drawing Extended Facility of all available and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawingundrawn amounts thereunder.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then the following provisions shall apply: (i) In the case of either initial Liquidity Facility or any other Liquidity Facility having extension provisions identical to those set forth in Section 2.10 of either initial Liquidity Facility, then, if before the 60th day prior to any anniversary date of the Closing Date (such 60th day, the “Notice Date”), the Liquidity Provider shall have advised the Subordination Agent and Delta that such Liquidity Facility shall not be extended beyond the immediately following anniversary date of the Closing Date and on or before the 25th day prior to such anniversary date such Liquidity Facility shall not have been replaced in accordance with Section 3.05(e), the Subordination Agent shall, on such 25th day (or as soon thereafter as possible but prior to the date of expiration of the expiring Liquidity Facility (a “Non-Extended Facility”), in accordance with the terms of such Non-Extended Facility, request a drawing under such Non-Extended Facility (such drawing, a “Non-Extension Drawing”) of the Available Amount thereunder. (ii) In the case of any other Liquidity Facility, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”Drawing under such Non-Extended Facility of the Available Amount thereunder. (iii) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any the Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of CertificatesMaturity Date, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent Trustee shall request in writing that such the Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the Final Legal Distribution Maturity Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (unless the obligations of such the Liquidity Provider thereunder under the Liquidity Facility are earlier terminated in accordance with such the Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination AgentTrustee, such the Liquidity Provider shall by notice advise the Trustee, no earlier than the 40th day (the “Consent Notice”) to the Subordination Agentor, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such the Liquidity Provider’s 's receipt of such request, if any, from the Subordination AgentTrustee) and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date then in effect (such period, the “Consent Period”) advise the Subordination Agent "CONSENT PERIOD"), whether, in its sole discretion, it agrees to so extend the such Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the date on which such Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise ends, the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e))3.5(e) and (B) the Liquidity Provider fails irrevocably and unconditionally to advise the Trustee on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended, the Subordination Agent Trustee shall, on the date on which the such Consent Period ends (or as soon as possible thereafter but thereafter), in accordance with the terms of the expiring Liquidity Facility (a "NON-EXTENDED FACILITY"), request a drawing under such expiring Liquidity Facility (such drawing, a "NON-EXTENSION DRAWING") of all available and undrawn amounts thereunder. Notwithstanding the immediately preceding three sentences, so long as MSCS is the Liquidity Provider, the Stated Expiration Date shall be automatically extended, effective on the 25th day prior to such Stated Expiration Date (unless such Stated Expiration Date is on or after the date that is 15 days after the Final Legal Maturity Date), for a period of 364 days after the Stated Expiration Date (unless the obligations of the Liquidity Provider are earlier terminated in accordance with the Liquidity Facility) without the necessity of any act by the Trustee or the Liquidity Provider, unless the Liquidity Provider shall advise the Trustee, prior to such 25th day, that it does not agree to such extension of the Stated Expiration Date, in which event, the Trustee shall, on such 25th day (or as soon as possible thereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”) Drawing under the Non-Extended Facility of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.5(f) hereof.

Non-Extension Drawings. If at any time any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such the applicable Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of such Liquidity Provider thereunder under such Liquidity Facility are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during no earlier than the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 40th day (or or, if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the “Consent Period”) advise the Subordination Agent ), whether, in its sole discretion, it agrees to so extend the such Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the date on which such Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (andends, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e))3.5(e) and (B) the applicable Liquidity Provider fails irrevocably and unconditionally to advise the Subordination Agent on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended for such Liquidity Facility, the Subordination Agent shall, on the date on which the such Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.5(f) hereof.

Non-Extension Drawings. If any Liquidity the Initial Credit Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Maturity Date for such Class of Certificateswith respect to the ACS Group Subclass A-1 Securities, then then, no earlier than the 60th day and no later than the 40th 30th day prior to the then applicable Stated Expiration DateDate then in effect, the Subordination Agent Cash Manager shall request in writing that such Liquidity the Initial Credit Facility Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after such Final Maturity Date with respect to the Final Legal Distribution Date for such Class of Certificates ACS Group Subclass A-1 Securities and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period Stated Expiration Date then in effect (unless the obligations of such Liquidity the Initial Credit Facility Provider thereunder under the Initial Credit Facility are earlier terminated in accordance with such Liquidity the Initial Credit Facility). Whether If on or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on before the date that which is 60 10 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (A) the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider Initial Credit Facility shall not have been replaced in accordance with Section 3.05(e)3.12(e) hereof or (B) the Initial Credit Facility Provider fails irrevocably and unconditionally to advise the Cash Manager that such Stated Expiration Date then in effect shall be so extended (whether or not the Cash Manager has in fact requested an extension), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date)Cash Manager shall immediately, in accordance with and to the extent permitted by the terms of the expiring Liquidity Initial Credit Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Initial Credit Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts for the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, deposited into the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Credit Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension DrawingReserve Account.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then the Subordination Agent may, by notice to the Liquidity Provider (each such notice being an "Extension Notice") given no later than the 40th day and no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Expiry Date, request an extension of the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Expiry Date to the earlier of (i) the date that which is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facilityas hereinafter defined). Whether or not the applicable a Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider may, but shall not be obligated to, by a notice (the “a "Consent Notice”") to the Subordination Agent, given during the period commencing on the date that is 60 days prior to the Expiry Date then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) in effect and ending on the date that is 25 days prior to the Expiry Date then in effect for such Stated Expiration Date Liquidity Facility (such period, with respect to such Liquidity Facility, the “"Consent Period”) advise "), consent to such extension of the Subordination Agent whetherExpiry Date, which consent may be given or withheld by the Liquidity Provider in its absolute and sole discretion; provided, it agrees to so extend the Stated Expiration Date; provided however, that such extension shall not be effective with respect to such the Liquidity Provider if, if by a notice (the “a "Withdrawal Notice”") to the Subordination Agent prior to the end of during the Consent Period, such Period the Liquidity Provider revokes its Consent Notice. If a Withdrawal Notice has been given during the applicable Consent Period or if the Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the have delivered a Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of within the Consent Period (and, in each case, if such the Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)3.6(e) hereof), the Subordination Agent shall, shall be entitled on and after the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration then effective Expiry Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”), ") to request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a any Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such The Liquidity Provider shall by notice (the “"Consent Notice”") to the Subordination Agent, Agent during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “"Consent Period”") advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, however, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “"Withdrawal Notice”") to the Subordination Agent prior to the end of the Consent Period, such the Liquidity Provider revokes its Consent Notice. If a the Liquidity Provider advises the Subordination Agent on or before the end of in the Consent Period Notice that such Stated Expiration Date shall not be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period, or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such the Liquidity Provider shall not have been replaced in accordance with Section 3.05(e3.06(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f3.06(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th 30th day after such Non-Extension Drawing, such the Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such the Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then the following provisions shall apply: (i) In the case of any Liquidity Facility having extension provisions identical to those set forth in Section 2.10 of either Liquidity Facility in effect on the Closing Date, if before the 25th day prior to any anniversary date of the Closing Date (such 25th day, the “Notice Date”) the Liquidity Provider shall have advised the Subordination Agent that such Liquidity Facility shall not be extended beyond the immediately following anniversary date of the Closing Date and on or before the Notice Date such Liquidity Facility shall not have been replaced in accordance with Section 3.05(e), the Subordination Agent shall, on the Notice Date (or as soon thereafter as possible but prior to the date of expiration of the expiring Liquidity Facility (a “Non-Extended Facility”)), in accordance with the terms of such Non-Extended Facility, request a drawing under such Non-Extended Facility (such drawing, a “Non-Extension Drawing”) of the Available Amount thereunder. (ii) In the case of any other Liquidity Facility, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”Drawing under such Non-Extended Facility of the Available Amount thereunder. (iii) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 fifteen (15) days after the Final Legal Distribution Date for such Class of Certificates, then no earlier than then, if before the 60th day and no later than the 40th 25th day prior to any anniversary date of the then applicable Stated Expiration Class AA/A Closing Date (in the case of the Class AA Liquidity Facility and the Class A Liquidity Facility) or the Class B Closing Date (in the case of the Class B Liquidity Facility) (such 25th day, the “Notice Date, ”) the Liquidity Provider shall have advised the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension Facility shall not be effective with respect to such Liquidity Provider if, by notice (extended beyond the “Withdrawal Notice”) to the Subordination Agent prior to the end immediately following anniversary date of the Consent Period, such Class AA/A Closing Date (in the case of the Class AA Liquidity Provider revokes its Consent Notice. If a Facility and the Class A Liquidity Provider advises Facility) or the Subordination Agent Class B Closing Date (in the case of the Class B Liquidity Facility) and on or before the end of the Consent Period that such Stated Expiration Notice Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends Notice Date (or as soon thereafter as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms date of expiration of the expiring Liquidity Facility (a “Non-Extended Facility”)), in accordance with the terms of such Non-Extended Facility, request a drawing under such expiring Liquidity Non-Extended Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier for a period of (i) the date that is 15 364 days after the Final Legal Distribution Stated Expiration Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such The Liquidity Provider shall by notice (advise the “Consent Notice”) to the Subordination AgentBorrower, during the period commencing on the date that is 60 no earlier than 40 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is no later than 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that . If, on or before such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period25th day, such Liquidity Provider revokes its Consent Notice. If a Facility shall not have been so extended or replaced in accordance with Section 3.6(e), or if the Liquidity Provider advises fails irrevocably and unconditionally to advise the Subordination Agent Borrower on or before the end of 25th day prior to the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non"NON-Extended Facility”EXTENDED FACILITY"), request a drawing under such expiring Liquidity Facility (such drawing, a “Non"NON-Extension Drawing”EXTENSION DRAWING") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then the following provisions shall apply: (i) In the case of any initial Liquidity Facility or any other Liquidity Facility having extension provisions identical to those set forth in Section 2.10 of any initial Liquidity Facility, then, if before the 25th day prior to any anniversary of the Closing Date (such 25th day, the “Notice Date”), the Liquidity Provider shall have advised the Subordination Agent and Spirit that such Liquidity Facility shall not be extended beyond the immediately following anniversary date of the Closing Date and on or before the Notice Date such Liquidity Facility shall not have been replaced in accordance with Section 3.05(e), the Subordination Agent shall, on the Notice Date (or as soon thereafter as possible but prior to the date of expiration of the expiring Liquidity Facility (a “Non-Extended Facility”)), in accordance with the terms of such Non-Extended Facility, request a drawing under such Non-Extended Facility (such drawing, a “Non-Extension Drawing”) of the Available Amount thereunder. (ii) In the case of any other Liquidity Facility, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”Drawing under such Non-Extended Facility of the Available Amount thereunder. (iii) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). No earlier than the 90th day prior to the then Stated Expiration Date and no later than the 60th day prior to such Stated Expiration Date, the Liquidity Provider shall advise the Subordination Agent of such Stated Expiration Date. Whether or not the applicable such Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider may, but shall not be obligated to, by a notice (the “a "Consent Notice”") to the Subordination Agent, given during the period commencing on the date that is 60 days prior to the then effective Stated stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) then in effect and ending on the date that is 25 days prior to such the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the “"Consent Period”) "), advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, however, that any such extension shall not be effective with respect to such Liquidity Provider if, if by a notice (the “a "Withdrawal Notice”") to the Subordination Agent prior to during the end of the applicable Consent Period, Period such Liquidity Provider revokes its agreement to extend contained in its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and25th day, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e3.6(e)), and (B) a Withdrawal Notice has been given with respect to such Liquidity Facility during the applicable Consent Period or the applicable Liquidity Provider shall not have agreed to extend the Stated Expiration Date pursuant to a Consent Notice delivered with respect to such Liquidity Facility within the applicable Consent Period, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder; provided, however, that if (a) the Subordination Agent delivers a Notice of Borrowing for a Non-Extension Drawing after the expiration of the Consent Period and the Liquidity Provider shall not have received a request for an extension of the Stated Expiration Date during the Consent Period, or (b) the Liquidity Provider shall not have received any request for such an extension prior to the Stated Expiration Date, the Liquidity Provider may elect in writing, in the case of clause (a) until the earlier of (x) the Stated Expiration Date and (y) seven Business Days after receiving such Notice of Borrowing and in the case of clause (b) at any time prior to the Stated Expiration Date (and if the Stated Expiration Date is not a Business Day, the immediately preceding Business Day), to extend the Stated Expiration Date to the earlier of (i) the date which is 15 days after the Final Legal Distribution Date for the applicable Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the date of such election, and, in the case of clause (a), the obligation of the Liquidity Provider to make such Non-Extension Drawing shall be deferred until the earlier of (x) the Stated Expiration Date and (y) the next Business Day after such seven Business Day period. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f)3.6(f) hereof. If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, shall have been made and the applicable Liquidity Provider shall not have been replacedreplaced after the date of such Non-Extension Drawing or such Non-Extension Drawing shall have been made under the circumstances described in the proviso to the second immediately preceding sentence, then at any time following the 45th day applicable Liquidity Provider may, within 30 days after the date of such Non-Extension Drawing, such Liquidity Provider may, by written notice elect in writing to the Subordination Agent, agree to reinstate renew the applicable Liquidity Facility on the terms hereof but with a new Stated Expiration Date which shall be the earlier of (i) the existing related date which is 15 days after the Final Legal Distribution Date for the applicable Class of Certificates to which such Liquidity Facility for a period ending on relates and (ii) the date that is the day immediately preceding the 364th day occurring after the end date on which such election is made, and any such renewal shall become effective upon the execution and delivery of the Consent Period; provided, however, that a Replacement Liquidity Facility in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection accordance with the Non-Extension Drawingprovisions of Section 3.6(e).

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier for a period of (i) the date that is 15 364 days after the Final Legal Distribution Stated Expiration Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such The Liquidity Provider shall by notice (advise the “Consent Notice”) to the Subordination AgentBorrower, during the period commencing on the date that is 60 no earlier than 40 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is no later than 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that . If, on or before such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period25th day, such Liquidity Provider revokes its Consent Notice. If a Facility shall not have been so extended or replaced in accordance with Section 3.6(e), or if the Liquidity Provider advises fails irrevocably and unconditionally to advise the Subordination Agent Borrower on or before the end of 25th day prior to the Consent Period that such 33 37 Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any the Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such the Class of A Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such the Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of such the Liquidity Provider thereunder are earlier terminated in accordance with such the Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such the Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during no earlier than the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 40th day (or or, if earlier, the date of such the Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date then in effect for the Liquidity Facility (such period, the “Consent Period”) advise the Subordination Agent ), whether, in its sole discretion, it agrees to so extend the such Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the date on which such Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise ends, the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e))3.5(e) and (B) the Liquidity Provider fails irrevocably and unconditionally to advise the Subordination Agent on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended for the Liquidity Facility, the Subordination Agent shall, on the date on which the such Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring the Liquidity Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.5(f) hereof.

Non-Extension Drawings. If any the Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 fifteen (15) days after the Final Legal Distribution Maturity Date for such the Initial Class of CertificatesA Notes and Initial Class B Notes, then no earlier than the 60th day and no later than the 40th 30th day prior to the then applicable Stated Expiration DateDate then in effect, the Subordination Agent Cash Manager may (but shall not be obligated to) request in writing that such the Liquidity Facility Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 fifteen (15) days after the Final Legal Distribution Maturity Date for such Class of Certificates with respect to the Initial Notes and (ii) the date that is not more than 364 days from the day immediately preceding the 364th day after the last day of the Consent Period Stated Expiration Date then in effect (unless the obligations of such the Liquidity Facility Provider thereunder are earlier terminated in accordance with such the Liquidity Facility). Whether or not If no earlier than the applicable Liquidity Provider has received a request from the Subordination Agent40th day (or, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such the Liquidity Facility Provider’s receipt of such request, if any, from the Subordination AgentIssuer) and ending on no later than the 25th day prior to the then Stated Expiration Date the Liquidity Facility Provider has elected not to extend the expiry date that is 25 of the Liquidity Facility or has rejected a request made pursuant to the prior sentence (a “Non-Extension Notice”), and if ten (10) days prior to such the Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e))3.14(e) hereof, the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date)Cash Manager shall immediately, in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (thereafter, a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts thereunderfor the Available Amount. Amounts drawn advanced pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f)deposited into the Liquidity Facility Reserve Account to the extent of the Available Amount. If any amounts shall be drawn pursuant to the Liquidity Facility Provider does not give a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replacedNotice, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice effective Stated Expiration Date shall be automatically extended to the Subordination Agent, agree to reinstate earlier of (i) the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day date that is fifteen (15) days after the end of Final Maturity Date for the Consent Period; providedInitial Class A Notes and Initial Class B Notes, however, and (ii) the date that in such event such Liquidity Provider shall reimburse is 364 days from the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawingthen effective Stated Expiration Date.

Non-Extension Drawings. If any Primary Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Primary Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of such Primary Liquidity Provider thereunder under such Primary Liquidity Facility are earlier terminated in accordance with such Primary Liquidity Facility). Whether or not the applicable Primary Liquidity Provider has received a request from the Subordination Agent, such Primary Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during no earlier than the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 40th day (or or, if earlier, the date of such Primary Liquidity Provider’s 's receipt of such request, if any, from the Subordination Agent) and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date then in effect for such Primary Liquidity Facility (such period, with respect to such Primary Liquidity Facility, the “Consent Period”) advise the Subordination Agent "CONSENT PERIOD"), whether, in its sole discretion, it agrees to so extend the such Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the date on which such Consent Period that ends, such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Primary Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e))3.6(e) and (B) the applicable Primary Liquidity Provider fails irrevocably and unconditionally to advise the Borrower on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended for such Primary Liquidity Facility, the Subordination Agent shall, on the date on which the such Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Primary Liquidity Facility (a “Non"NON-Extended Facility”EXTENDED FACILITY"), request a drawing under such expiring Primary Liquidity Facility (such drawing, a “Non"NON-Extension Drawing”EXTENSION DRAWING") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If at any time the Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such the Class of A Certificates, then then, no earlier than the 60th 45th day and no later than the 40th 30th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such the Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of such the Liquidity Provider thereunder under the Liquidity Facility are earlier terminated in accordance with such the Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such the Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during no earlier than the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 30th day (or or, if earlier, the date of such the Liquidity Provider’s 's receipt of such request, if any, from the Subordination Agent) and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date then in effect (such period, with respect to the “Liquidity Facility, the "Consent Period”) advise the Subordination Agent "), whether, in its sole discretion, it agrees to so extend the such Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the date on which such Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise ends, the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e))3.5(e) and (B) the Liquidity Provider fails irrevocably and unconditionally to advise the Subordination Agent on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended, the Subordination Agent shall, on the date on which the such Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.5(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any the Class of G Certificates or Class C Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day 364 days after the last day of the Consent Period Stated Expiration Date (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a such request from the Subordination Agent, such the Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during the period commencing on the date that is 60 no earlier than 40 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is no later than 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before such 25th day, the end of the Consent Period that such Stated Expiration Date shall Liquidity Provider does not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of 25th day prior to the Consent Period Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if and such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e)3.6(e) hereof), such Stated Expiration Date shall not be extended and the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Primary Liquidity Facility with respect to any the Class of G-1 Certificates, Class G-2 Certificates or Class C Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Primary Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (unless the obligations of such Primary Liquidity Provider thereunder are earlier terminated in accordance with such Primary Liquidity Facility). Whether or not the applicable Primary Liquidity Provider has received a such request from the Subordination Agent, such the Primary Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during no earlier than the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 40th day (or or, if earlier, the date of such Primary Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date then in effect for such Primary Liquidity Facility (such period, with respect to such Primary Liquidity Facility, the “Consent Period”) advise the Subordination Agent ), whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that . If on or before the last day of such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, (A) such Primary Liquidity Facility shall not have been replaced in accordance with Section 3.6(e) and (B) such Primary Liquidity Provider revokes its Consent Notice. If a Liquidity Provider (x) advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or (y) fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which last day of the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Primary Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Primary Liquidity Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then the following provisions shall apply: (i) In the case of either initial Liquidity Facility or any other Liquidity Facility having extension provisions identical to those set forth in Section 2.10 of either initial Liquidity Facility, then, if before the 25th day prior to any anniversary of the Closing Date (such 25th day, the “Notice Date”), the Liquidity Provider shall have advised the Subordination Agent and Spirit that such Liquidity Facility shall not be extended beyond the immediately following anniversary date of the Closing Date and on or before the Notice Date such Liquidity Facility shall not have been replaced in accordance with Section 3.05(e), the Subordination Agent shall, on the Notice Date (or as soon thereafter as possible but prior to the date of expiration of the expiring Liquidity Facility (a “Non-Extended Facility”), in accordance with the terms of such Non-Extended Facility, request a drawing under such Non-Extended Facility (such drawing, a “Non-Extension Drawing”) of the Available Amount thereunder. (ii) In the case of any other Liquidity Facility, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”Drawing under such Non-Extended Facility of the Available Amount thereunder. (iii) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Pass Through Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Pass Through Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier for a period of (i) the date that is 15 364 days or more after the Final Legal Distribution Stated Expiration Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable The Liquidity Provider has received a request from shall advise the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 no earlier than 40 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is no later than 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that . If, on or before such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period25th day, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date Facility shall not be have been so extended or replaced in accordance with Section 3.6(e), or if the Liquidity Provider fails to irrevocably and unconditionally to advise the Subordination Agent on or before the end of 25th day prior to the Consent Period Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts the Available Amount thereunder. Amounts drawn pursuant to a any Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then the following provisions shall apply: (i) In the case of either initial Liquidity Facility or any other Liquidity Facility having extension provisions identical to those set forth in Section 2.10 of either initial Liquidity Facility, then, if before the 25th day prior to any anniversary of the Closing Date (such 25th day, the “Notice Date”), the Liquidity Provider shall have advised the Subordination Agent and Spirit that such Liquidity Facility shall not be extended beyond the immediately following anniversary date of the Closing Date and on or before the Notice Date such Liquidity Facility shall not have been replaced in accordance with Section 3.05(e), the Subordination Agent shall, on the Notice Date (or as soon thereafter as possible but prior to the date of expiration of the expiring Liquidity Facility (a “Non-Extended Facility”), in accordance with the terms of such Non-Extended Facility, request a drawing under such Non-Extended Liquidity Facility (such drawing, a “Non-Extension Drawing”) of the Available Amount thereunder. (ii) In the case of any other Liquidity Facility, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”Drawing under such Non-Extended Facility of the Available Amount thereunder. (iii) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). No earlier than the 90th day prior to the then Stated Expiration Date and no later than the 60th day prior to such Stated Expiration Date, the Liquidity Provider shall advise the Subordination Agent of such Stated Expiration Date. Whether or not the applicable such Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider may, but shall not be obligated to, by a notice (the “a "Consent Notice”") to the Subordination Agent, given during the period commencing on the date that is 60 days prior to the then effective Stated stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) then in effect and ending on the date that is 25 days prior to such the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the “"Consent Period”) "), advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, however, that any such extension shall not be effective with respect to such Liquidity Provider if, if by a notice (the “a "Withdrawal Notice”") to the Subordination Agent prior to during the end of the applicable Consent Period, Period such Liquidity Provider revokes its agreement to extend contained in its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and25th day, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e3.6(e)), and (B) a Withdrawal Notice has been given with respect to such Liquidity Facility during the applicable Consent Period or the applicable Liquidity Provider shall not have agreed to extend the Stated Expiration Date pursuant to a Consent Notice delivered with respect to such Liquidity Facility within the applicable Consent Period, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder; provided, however, that if (a) the Subordination Agent delivers a Notice of Borrowing for a Non-Extension Drawing after the expiration of the Consent Period and the Liquidity Provider shall not have received a request for an extension of the Stated Expiration Date during the Consent Period, or (b) the Liquidity Provider shall not have received any request for such an extension prior to the Stated Expiration Date, the Liquidity Provider may elect in writing, in the case of clause (a) until the earlier of (x) the Stated Expiration Date and (y) seven Business Days after receiving such Notice of Borrowing and in the case of clause (b) at any time prior to the Stated Expiration Date (and if the Stated Expiration Date is not a Business Day, the immediately preceding Business Day), to extend the Stated Expiration Date to the earlier of (i) the date which is 15 days after the Final Legal Distribution Date for the applicable Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the date of such election, and, in the case of clause (a), the obligation of the Liquidity Provider to make such Non-Extension Drawing shall be deferred until the earlier of (x) the Stated Expiration Date and (y) the next Business Day after such seven Business Day period. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f)3.6(f) hereof. If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, shall have been made and the applicable Liquidity Provider shall not have been replacedreplaced after the date of such Non-Extension Drawing or such Non-Extension Drawing shall have been made under the circumstances described in the proviso to the second immediately preceding sentence, then at any time following the 45th day applicable Liquidity Provider may, within 30 days after the date of such Non-Extension Drawing, such Liquidity Provider may, by written notice elect in writing to the Subordination Agent, agree to reinstate renew the applicable Liquidity Facility on the terms hereof but with a new Stated Expiration Date which shall be the earlier of (i) the date which is 15 days after the Final Legal Distribution Date for the applicable Class of Certificates to which such Liquidity Facility relates and (ii) the date that is the day immediately preceding the 364th day occurring after the date on which such election is made, and any such renewal shall become effective upon the execution and delivery of a Replacement Liquidity Facility in accordance with the provisions of Section 3.6(e). Notwithstanding any of the existing related foregoing, so long as MSCS is the Liquidity Provider for the Class G Liquidity Facility or the Class C Liquidity Facility, the Stated Expiration Date therefor shall be automatically extended, effective on the 25th day prior to such Stated Expiration Date (unless such Stated Expiration Date is on or after the date that is 15 days after the Final Legal Distribution Date for the relevant Class of Certificates), for a period ending on of 364 days after such Stated Expiration Date (unless the 364th day after obligations of such Liquidity Provider are earlier terminated in accordance with such Liquidity Facility) without the end necessity of any act by the Consent Period; providedSubordination Agent or such Liquidity Provider, however, that in such event unless such Liquidity Provider shall reimburse advise the Subordination Agent, prior to such 25th day, that it does not agree to such extension of the Stated Expiration Date, in which event, the Subordination Agent for any costs actually incurred shall, on such 25th day (or as soon as possible thereafter), in accordance with and to the extent permitted by or on behalf the terms of the Subordination Agent in drawing pursuant to the Non-Extended Facility, request a Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with under the Non-Extension Drawing.Extended Facility of all available and undrawn amounts thereunder

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then the following provisions shall apply: (i) In the case of either initial Liquidity Facility or any other Liquidity Facility having extension provisions identical to those set forth in Section 2.10 of either initial Liquidity Facility, then, if before the 60th day prior to any anniversary date of the Closing Date (such 60th day, the “Notice Date”), the Liquidity Provider shall have advised the Subordination Agent and JetBlue that such Liquidity Facility shall not be extended beyond the immediately following anniversary date of the Closing Date and on or before the 25th day prior to such anniversary date such Liquidity Facility shall not have been replaced in accordance with Section 3.05(e), the Subordination Agent shall, on such 25th day (or as soon thereafter as possible but prior to the date of expiration of the expiring Liquidity Facility (a “Non-Extended Facility”)), in accordance with the terms of such Non-Extended Facility, request a drawing under such Non-Extended Facility (such drawing, a “Non-Extension Drawing”) of the Available Amount thereunder. (ii) In the case of any other Liquidity Facility, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”Drawing under such Non-Extended Facility of the Available Amount thereunder. (iii) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any the Primary Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Legal Distribution Date for such the Class of G Certificates, then no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such the Primary Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such the Class of G Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such the Primary Liquidity Provider thereunder are earlier terminated in accordance with such the Primary Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such The Primary Liquidity Provider shall by notice (the “Consent Notice”"CONSENT NOTICE") to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”"CONSENT PERIOD") advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, however, that such extension shall not be effective with respect to such the Primary Liquidity Provider if, by notice (the “Withdrawal Notice”"WITHDRAWAL NOTICE") to the Subordination Agent prior to the end of the Consent Period, such the Primary Liquidity Provider revokes its the Consent Notice. If a the Primary Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of such Liquidity Provider thereunder under such Liquidity Facility are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during no earlier than the period commencing on 40th day and no later than the date that is 60 days 25th day prior to the then effective Stated Expiration Date then in effect for such Liquidity Facility (or if earliersuch period, with respect to such Liquidity Facility, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “"Consent Period”) advise the Subordination Agent "), whether, in its sole discretion, it agrees to so extend the such Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the date on which such Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (andends, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e))3.6(e) and (B) the applicable Liquidity Provider fails irrevocably and unconditionally to advise the Borrower on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended for such Liquidity Facility, the Subordination Agent shall, on the date on which the such Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any a Primary Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for the Certificates which have the benefit of such Class of CertificatesPrimary Liquidity Facility, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration DateDate for such Primary Liquidity Facility, the Subordination Agent shall request in writing that such Primary Liquidity Provider extend the such Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of such the applicable Primary Liquidity Provider thereunder under the applicable Primary Liquidity Facility are earlier terminated in accordance with such Primary Liquidity Facility). Whether or not the applicable a Primary Liquidity Provider has received a request from the Subordination Agent, such a Primary Liquidity Provider shall by notice (the “Consent Notice”) to the advise a Subordination Agent, during no earlier than the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 40th day (or or, if earlier, the date of such Primary Liquidity Provider’s 's receipt of such request, if any, from the Subordination Agent) and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date then in effect for its applicable Primary Liquidity Facility (such period, with respect to the “Primary Liquidity Facility, the "Consent Period”) advise the Subordination Agent "), whether, in its sole discretion, it agrees to so extend the such Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the date on which such Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (andends, in each case, if such an applicable Primary Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e))3.5(e) and (B) the Primary Liquidity Provider providing such Primary Liquidity Facility fails irrevocably and unconditionally to advise the Subordination Agent on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended for the applicable Primary Liquidity Facility, the Subordination Agent shall, on the date on which the such Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Primary Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such the expiring Primary Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.5(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of such Liquidity Provider thereunder under such Liquidity Facility are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider may, but shall not be obligated to, by a notice (the “Consent Notice”a "CONSENT NOTICE") to the Subordination Agent, given during the period commencing on the date that is 60 days prior to the then effective Stated stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) then in effect and ending on the date that is 25 days prior to the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the "CONSENT PERIOD"), consent to such extension of such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whetherDate, which consent may be given or withheld by such Liquidity Provider in its absolute and sole discretion; PROVIDED, it agrees to so extend the Stated Expiration Date; provided HOWEVER, that such extension shall not be effective with respect to such Liquidity Provider if, if by a notice (the “Withdrawal Notice”a "WITHDRAWAL NOTICE") to the Subordination Agent prior to during the end of the applicable Consent Period, Period such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and25th day, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e3.6(e)), and (B) a Withdrawal Notice has been given with respect to such Liquidity Facility during the applicable Consent Period or the applicable Liquidity Provider shall not have delivered a Consent Notice with respect to such Liquidity Facility within the applicable Consent Period, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non"NON-Extended Facility”EXTENDED FACILITY"), request a drawing under such expiring Liquidity Facility (such drawing, a “Non"NON-Extension Drawing”EXTENSION DRAWING") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any the Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of CertificatesDate, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such the Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (unless the obligations of such the Liquidity Provider thereunder under the Liquidity Facility are earlier terminated in accordance with such the Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such the Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during no earlier than the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 40th day (or or, if earlier, the date of such the Liquidity Provider’s 's receipt of such request, if any, from the Subordination Agent) and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date then in effect for the Liquidity Facility (such period, the “Consent Period”) advise the Subordination Agent "CONSENT PERIOD"), whether, in its sole discretion, it agrees to so extend the such Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the date on which such Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise ends, the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e))3.6(e) and (B) the Liquidity Provider fails irrevocably and unconditionally to advise the Borrower on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended, the Subordination Agent shall, on the date on which the such Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non"NON-Extended Facility”EXTENDED FACILITY"), request a drawing under such expiring Liquidity Facility (such drawing, a “Non"NON-Extension Drawing”EXTENSION DRAWING") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then the following provisions shall apply: (i) In the case of either initial Liquidity Facility or any other Liquidity Facility having extension provisions identical to those set forth in Section 2.10 of either initial Liquidity Facility, then, if before the 60th day prior to any anniversary date of the Closing Date (such 60th day, the “Notice Date”), the Liquidity Provider shall have advised the Subordination Agent and Delta that such Liquidity Facility shall not be extended beyond the immediately following anniversary date of the Closing Date and on or before the 25th day prior to such anniversary date such Liquidity Facility shall not have been replaced in accordance with Section 3.05(e), the Subordination Agent shall, on such 25th day (or as soon thereafter as possible but prior to the date of expiration of the expiring Liquidity Facility (a “Non-Extended Facility”), in accordance with the terms of such Non-Extended Facility, request a drawing under such Non-Extended Liquidity Facility (such drawing, a “Non-Extension Drawing”) of the Available Amount thereunder. (ii) In the case of any other Liquidity Facility, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”Drawing under such Non-Extended Facility of the Available Amount thereunder. (iii) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th 180th day and no later than the 40th 90th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier for a period of (i) the date that is 15 364 days after the Final Legal Distribution Stated Expiration Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable The Liquidity Provider has received a request from shall advise the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is no earlier than 90 days and no later than 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that . If, on or before such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent 25th day prior to the end of the Consent PeriodStated Expiration Date, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date Facility shall not be have been so extended or replaced in accordance with Section 3.6(e), or if the Liquidity Provider fails to irrevocably and unconditionally to advise the Subordination Agent on or before the end of 25th day prior to the Consent Period Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non"NON-Extended Facility”EXTENDED FACILITY"), request a drawing under such expiring Liquidity Facility (such drawing, a “Non"NON-Extension Drawing”EXTENSION DRAWING") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a any Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If at any time any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th 45th day and no later than the 40th 30th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such the applicable Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of such Liquidity Provider thereunder under such Liquidity Facility are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during no earlier than the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 30th day (or or, if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the “Consent Period”) advise the Subordination Agent ), whether, in its sole discretion, it agrees to so extend the such Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the date on which such Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (andends, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e))3.5(e) and (B) the applicable Liquidity Provider fails irrevocably and unconditionally to advise the Subordination Agent on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended for such Liquidity Facility, the Subordination Agent shall, on the date on which the such Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.5(f) hereof.

Non-Extension Drawings. If any Liquidity the Initial Credit Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Maturity Date for such Class of Certificateswith respect to the ACS Group Subclass A-1 Securities, then then, no earlier than the 60th day and no later than the 40th 30th day prior to the then applicable Stated Expiration DateDate then in effect, the Subordination Agent Cash Manager shall request in writing that such Liquidity the Initial Credit Facility Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after such Final Maturity Date with respect to the Final Legal Distribution Date for such Class of Certificates ACS Group Subclass A-1 Securities and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period Stated Expiration Date then in effect (unless the obligations of such Liquidity the Initial Credit Facility Provider thereunder under the Initial Credit Facility are earlier terminated in accordance with such Liquidity the Initial Credit Facility). Whether If on or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on before the date that which is 60 10 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (A) the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider Initial Credit Facility shall not have been replaced in accordance with Section 3.05(e)3.12(e) hereof or (B) the Initial Credit Facility Provider fails irrevocably and unconditionally to advise the Cash Manager that such Stated Expiration Date then in effect shall be so extended (whether or not the Cash Manager has in fact requested an extension), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date)Cash Manager shall immediately, in accordance with and to the extent permitted by the terms of the expiring Liquidity Initial Credit Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Initial Credit Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts for the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, deposited into the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Credit Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension DrawingReserve Account.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 fifteen (15) days after the Final Legal Distribution Maturity Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable such Stated Expiration DateDate (unless such Stated Expiration Date is on or after the date that is 15 days after the Final Maturity Date for such Class of Certificates), the Subordination Agent shall request in writing that the Liquidity Provider for such Liquidity Provider Facility extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Maturity Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period (as hereinafter defined) (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received such a request from the Subordination Agent, such the Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during no earlier than the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 40th day (or or, if earlier, the date of such the Liquidity Provider’s 's receipt of such request, if any, from the Subordination Agent) ), and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date (such period, with respect to such Liquidity Facility, the “"Consent Period”) advise the Subordination Agent "), whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the date on which such Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (andends, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e3.6(e)), and (B) the Liquidity Provider fails irrevocably and unconditionally to advise the Subordination Agent on or before the date on which such Consent Period ends that the Stated Expiration Date shall be so extended for such Liquidity Facility, the Subordination Agent shall, shall on the date on which the such Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f3.6(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Pass Through Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Pass Through Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier for a period of (i) the date that is 15 364 days after the Final Legal Distribution Stated Expiration Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable The Liquidity Provider has received a request from shall advise the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 no earlier than 40 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is no later than 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that . If, on or before such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period25th day, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date Facility shall not be have been so extended or replaced in accordance with Section 3.6(e), or if the Liquidity Provider fails to irrevocably and unconditionally to advise the Subordination Agent on or before the end of 25th day prior to the Consent Period Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a any Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 fifteen (15) days after the Final Legal Distribution Date for such Class of Certificates, then no earlier than then, if before the 60th day and no later than the 40th 25th day prior to any anniversary date of the then applicable Stated Expiration Class AA/A Closing Date (in the case of the Class AA Liquidity Facility and the Class A Liquidity Facility) or the Class B Closing Date (in the case of the Class B Liquidity Facility) (such 25th day, the “Notice Date, ”) the Liquidity Provider shall have advised the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension Facility shall not be effective with respect to such Liquidity Provider if, by notice (extended beyond the “Withdrawal Notice”) to the Subordination Agent prior to the end immediately following anniversary date of the Consent Period, such Class AA/A Closing Date (in the case of the Class AA Liquidity Provider revokes its Consent Notice. If a Facility and the Class A Liquidity Provider advises Facility) or the Subordination Agent Class B Closing Date (in the case of the Class B Liquidity Facility) and on or before the end of the Consent Period that such Stated Expiration Notice Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends Notice Date (or as soon thereafter as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms date of expiration of the expiring Liquidity Facility (a “Non-Extended Facility”)), in accordance with the terms of such Non-Extended Facility, request a drawing under such expiring Liquidity Non-Extended Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non39 A&R Intercreditor Agreement (2017-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.2) American Airlines Aircraft EETC

Non-Extension Drawings. If any Primary Liquidity Facility with respect to any the Class of G-1 Certificates, Class G-2 Certificates or Class C Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Primary Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day 364 days after the last day of the applicable Consent Period (unless the obligations of such Primary Liquidity Provider thereunder are earlier terminated in accordance with such Primary Liquidity Facility). Whether or not the applicable Primary Liquidity Provider has received a such request from the Subordination Agent, such the Primary Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during no earlier than the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 40th day (or or, if earlier, the date of such Primary Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date then in effect for such Primary Liquidity Facility (such period, with respect to such Primary Liquidity Facility, the “Consent Period”) advise the Subordination Agent ), whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end last day of the such Consent Period that Period, (A) such Stated Expiration Date Primary Liquidity Facility shall not be so extended or have been replaced in accordance with Section 3.6(e) and (B) the Primary Liquidity Provider fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which last day of the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Primary Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Primary Liquidity Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period Stated Expiration Date (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable The Liquidity Provider has received a request from may advise the Subordination AgentBorrower, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 no earlier than 40 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is no later than 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whetherDate, in its sole discretion, that it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (but, in any event, without the “Withdrawal Notice”) to necessity of any action on the Subordination Agent prior to the end part of the Consent PeriodLiquidity Provider, such Liquidity Provider revokes its Consent Notice. If a Stated Expiration Date shall automatically be so extended, unless the Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period 25th day prior to such Stated Expiration Date that such Stated Expiration Date shall not be so extended or fails to irrevocably in which event and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e3.6(e)), the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-"Non- Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the 39 Amended and Restated Intercreditor Agreement (2013-2) AA Aircraft EETC date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then the following provisions shall apply: (i) In the case of any Liquidity Facility having extension provisions identical to those set forth in Section 2.10 of either Liquidity Facility in effect on the Closing Date, in the case of the Class A Liquidity Facility, and the Class B Closing Date, in the case of the Class B Liquidity Facility, if before the 25th day prior to any anniversary date of the Closing Date or the Class B Closing Date, as applicable (such 25th day, the “Notice Date”), the Liquidity Provider shall have advised the Subordination Agent that such Liquidity Facility shall not be extended beyond the immediately following anniversary date of the Closing Date or the Class B Closing Date, as applicable, and on or before the Notice Date such Liquidity Facility shall not have been replaced in accordance with Section 3.05(e), the Subordination Agent shall, on the Notice Date (or as soon thereafter as possible but prior to the date of expiration of the expiring Liquidity Facility (a “Non-Extended Facility”)), in accordance with the terms of such Non-Extended Facility, request a drawing under such Non-Extended Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts thereunder. (ii) In the case of any other Liquidity Facility, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”) Drawing under such Non-Extended Facility of all available and undrawn amounts thereunder. . (iii) Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non40 Amended and Restated Intercreditor Agreement (2013-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.2) AA Aircraft EETC

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then the following provisions shall apply: (i) In the case of any Liquidity Facility having extension provisions identical to those set forth in Section 2.10 of either Liquidity Facility in effect on the Closing Date, if before the 25th day prior to any anniversary date of the Closing Date (such 25th day, the “Notice Date”) the Liquidity Provider shall have advised the Subordination Agent that such Liquidity Facility shall not be extended beyond the immediately following anniversary date of the Closing Date and on or before the Notice Date such Liquidity Facility shall not have been replaced in accordance with Section 3.05(e), the Subordination Agent shall, on the Notice Date (or as soon thereafter as possible but prior to the date of expiration of the expiring Liquidity Facility (a “Non-Extended Facility”)), in accordance with the terms of such Non-Extended Facility, request a drawing under such Non-Extended Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts thereunder. (ii) In the case of any other Liquidity Facility, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”) Drawing under such Non-Extended Facility of all available and undrawn amounts thereunder. . (iii) Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 fifteen (15) days after the Final Legal Distribution Date for such Class of Certificates, then the following provisions shall apply: (i) In the case of any initial Liquidity Facility in effect as of the Closing Date or any other Liquidity Facility having extension provisions identical to those set forth in Section 2.10 of any initial Liquidity Facility, then, if before the 25th day prior to any anniversary date of the Closing Date (such 25th day, the “Notice Date”) the Liquidity Provider shall have advised the Subordination Agent and American that such Liquidity Facility shall not be extended beyond the immediately following anniversary date of the Closing Date and on or before the Notice Date such Liquidity Facility shall not have been replaced in accordance with Section 3.05(e), the Subordination Agent shall, on the Notice Date (or as soon thereafter as possible but prior to the date of expiration of the expiring Liquidity Facility (a “Non-Extended Facility”)), in accordance with the terms of such Non-Extended Facility, request a drawing under such Non-Extended Facility (such drawing, a “Non-Extension Drawing”) of the Available Amount thereunder. (ii) In the case of any other Liquidity Facility, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”Drawing under such Non-Extended Facility of the Available Amount thereunder. (iii) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Legal Distribution Maturity Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier for a period of (i) the date that is 15 364 days after the Final Legal Distribution Stated Expiration Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such The Liquidity Provider shall by notice (advise the “Consent Notice”) to the Subordination AgentBorrower, during the period commencing on the date that is 60 no earlier than 40 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is no later than 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that . If, on or before such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period25th day, such Liquidity Provider revokes its Consent Notice. If a Facility shall not have been so extended or replaced in accordance with Section 3.6(e), or if the Liquidity Provider advises fails irrevocably and unconditionally to advise the Subordination Agent Borrower on or before the end of 25th day prior to the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non"NON-Extended Facility”EXTENDED FACILITY"), request a drawing under such expiring Liquidity Facility (such drawing, a “Non"NON-Extension Drawing”EXTENSION DRAWING") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any a Class of Certificates Notes is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Maturity Date for such Class of CertificatesNotes, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent Trustee shall request in writing that such the related Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Maturity Date for such Class of Certificates Notes and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (unless the obligations of such Liquidity Provider thereunder under the applicable Liquidity Facility are earlier terminated in accordance with such Liquidity Facility); provided that a Liquidity Provider may elect to extend the Stated Expiration Date for its Liquidity Facility to a date that is later than such 364th day and on or before the date that is 15 days after the Final Legal Maturity Date for the related Class of Notes in accordance with the procedures specified in its Liquidity Facility. Whether or not the applicable Liquidity Provider has received such a request from the Subordination AgentTrustee, such Liquidity Provider shall by notice (the “"Consent Notice”") to the Subordination AgentTrustee, during the period commencing on the date that is 60 days prior to the then then-effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (such period, the “"Consent Period”) "), advise the Subordination Agent Trustee whether, in its sole discretion, it agrees to so extend the such Stated Expiration Date; provided provided, however, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “"Withdrawal Notice”") to the Subordination Agent Trustee, prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of Trustee in the Consent Period Notice that such Stated Expiration Date shall not be so extended or gives a Withdrawal Notice to the Trustee prior to the end of the Consent Period, or fails to irrevocably and unconditionally advise the Subordination Agent Trustee on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)3.6(e) hereof), the Subordination Agent Trustee shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available Indenture and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f)3.6(f) hereof. If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable related Liquidity Provider shall not have been replaced, then at any time following the 45th 30th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination AgentTrustee, agree to reinstate the applicable its Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent Trustee for any costs actually incurred by or on behalf of the Subordination Agent Trustee in drawing pursuant to the Non-Extension Drawing and funding the related Liquidity Facility Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier for a period of (i) the date that is 15 364 days after the Final Legal Distribution Stated Expiration Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such The Liquidity Provider shall by notice (advise the “Consent Notice”) to the Subordination AgentBorrower, during the period commencing on the date that is 60 no earlier than 40 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is no later than 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that . If, on or before such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period25th day, such Liquidity Provider revokes its Consent Notice. If a Facility shall not have been so extended or replaced in accordance with Section 3.6(e), or if the Liquidity Provider advises fails irrevocably and unconditionally to advise the Subordination Agent Borrower on or before the end of 25th day prior to the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non"NON-Extended Facility”EXTENDED FACILITY"), request a drawing under such expiring Liquidity Facility (such drawing, a “Non"NON-Extension Drawing”EXTENSION DRAWING") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f)3.6(f) hereof. If Notwithstanding the immediately preceding three sentences, so long as AIG Matched Funding Corp. is the Liquidity Provider for any amounts Facility, the Stated Expiration Date for such Facility shall be drawn pursuant automatically extended, effective on the 25th day prior to such Stated Expiration Date (unless such Stated Expiration Date is on or after the date that is 15 days after the Final Legal Distribution Date for the relevant Class of Certificates), for a period of 364 days after such Stated Expiration Date (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility) without the necessity of any act by the Subordination Agent or the Liquidity Provider, unless such Liquidity Provider shall advise the Borrower, prior to such 25th day, that it does not agree to such extension of the Stated Expiration Date, in which event, the Subordination Agent shall, on such 25th day (or as soon as possible thereafter), in accordance with and to the extent permitted by the terms of the Non-Extended Facility, request a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to under the Non-Extension Drawing Extended Facility of all available and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawingundrawn amounts thereunder.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of such Liquidity Provider thereunder under such Liquidity Facility are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during no earlier than the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 40th day (or or, if earlier, the date of such Liquidity Provider’s 's receipt of such request, if any, from the Subordination Agent) and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the “Consent Period”) advise the Subordination Agent "CONSENT PERIOD"), whether, in its sole discretion, it agrees to so extend the such Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the date on which such Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (andends, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e))3.6(e) and (B) the applicable Liquidity Provider fails irrevocably and unconditionally to advise the Borrower on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended for such Liquidity Facility, the Subordination Agent shall, on the date on which the such Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.expiring

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such The Liquidity Provider shall by notice (the “"Consent Notice”") to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “"Consent Period”") advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, however, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “"Withdrawal Notice”") to the Subordination Agent prior to the end of the Consent Period, such the Liquidity Provider revokes its the Consent Notice. If a the Liquidity Provider advises the Subordination Agent on or before the end of in the Consent Period Notice that such Stated Expiration Date shall not be so extended extended, gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period, or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such the Liquidity Provider shall not have been replaced in accordance with Section 3.05(e3.06(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f3.06(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th 30th day after such Non-Extension Drawing, such the Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such the Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received such a request from the Subordination Agent, such the Liquidity Provider shall by notice (the “"Consent Notice”") to the Subordination Agent, Agent during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “"Consent Period”") advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, however, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “"Withdrawal Notice”") to the Subordination Agent prior to the end of the Consent Period, such the Liquidity Provider revokes its Consent Notice. If a the Liquidity Provider advises the Subordination Agent on or before the end of in the Consent Period Notice that such Stated Expiration Date shall not be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period, or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such the Liquidity Provider shall not have been replaced in accordance with Section 3.05(e3.06(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f3.06(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th 30th day after such Non-Extension Drawing, such the Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.existing

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then the following provisions shall apply: (i) In the case of either initial Liquidity Facility or any other Liquidity Facility having extension provisions identical to those set forth in Section 2.10 of either initial Liquidity Facility, then, if before the 60th day prior to any anniversary date of the Class AA/A Closing Date (in the case of the Class AA Liquidity Facility or the Class A Liquidity Facility) or the Class B Closing Date (in the case of the Class B Liquidity Facility) (such 60th day, the “Notice Date”), the Liquidity Provider shall have advised the Subordination Agent and JetBlue that such Liquidity Facility shall not be extended beyond the immediately following anniversary date of the Class AA/A Closing Date or Class B Closing Date, as applicable, and on or before the 25th day prior to such anniversary date such Liquidity Facility shall not have been replaced in accordance with Section 3.05(e), the Subordination Agent shall, on such 25th day (or as soon thereafter as possible but prior to the date of expiration of the expiring Liquidity Facility (a “Non-Extended Facility”), in accordance with the terms of such Non-Extended Facility, request a drawing under such Non-Extended Facility (such drawing, a “Non-Extension Drawing”) of the Available Amount thereunder. (ii) In the case of any other Liquidity Facility, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”Drawing under such Non-Extended Facility of the Available Amount thereunder. (iii) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then the following provisions shall apply: (i) In the case of any Liquidity Facility having extension provisions identical to those set forth in Section 2.10 of either Liquidity Facility in effect on the Closing Date, if before the 25th day prior to any anniversary date of the Closing Date (such 25th day, the “Notice Date”) the Liquidity Provider shall have advised the Subordination Agent that such Liquidity Facility shall not be extended beyond the immediately following anniversary date of the Closing Date and on or before the Notice Date such Liquidity Facility shall not have been replaced in accordance with Section 3.05(e), the Subordination Agent shall, on the Notice Date (or as soon thereafter as possible but prior to the date of expiration of the expiring Liquidity Facility (a “Non-Extended Facility”)), in accordance with the terms of such Non-Extended Facility, request a drawing under such Non-Extended Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts thereunder. (ii) In the case of any other Liquidity Facility, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”) Drawing under such Non-Extended Facility of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any the Initial Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Maturity Date for such with respect to the Class of CertificatesG-1 Notes, then then, no earlier than the 60th day and no later than the 40th 30th day prior to the then applicable Stated Expiration DateDate then in effect, the Subordination Agent Cash Manager shall request in writing that such the Initial Liquidity Facility Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the Final Legal Distribution Maturity Date for such with respect to the Class of Certificates G-1 Notes and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period Stated Expiration Date then in effect (unless the obligations of such the Initial Liquidity Facility Provider thereunder are earlier terminated in accordance with such the Initial Liquidity Facility). Whether If on or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on before the date that which is 60 10 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such , (A) the Initial Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e)3.14(e) hereof or (B) the Initial Liquidity Facility Provider fails irrevocably and unconditionally to advise the Cash Manager that such Stated Expiration Date then in effect shall be so extended (whether or not the Cash Manager has in fact requested an extension), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date)Cash Manager shall immediately, in accordance with and to the extent permitted by the terms of the expiring Initial Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”) for the Available Amount and, if on or prior to the second anniversary of all available and undrawn amounts the Closing Date, the Available Budgeted Cash Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, deposited into (x) the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice Facility Reserve Account to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms extent of the existing related Liquidity Facility for a period ending on Available Amount and (y) the 364th day after Budgeted Cash Reserve Account to the end extent of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Available Budgeted Cash Collateral Account or otherwise in connection with the Non-Extension DrawingAmount.

Non-Extension Drawings. If any the Liquidity Facility with respect to for any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of CertificatesCertificates then, then no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier for a period of (i) the date that is 15 364 days after the Final Legal Distribution Stated Expiration Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable The Liquidity Provider has received a request from shall advise the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 no earlier than 40 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is no later than 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that . If, on or before such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period25th day, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date Facility shall not be have been so extended or replaced in accordance with Section 3.6(e), or if the Liquidity Provider fails to irrevocably and unconditionally to advise the Subordination Agent on or before the end of 25th day prior to the Consent Period Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “the "Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested as provided in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Primary Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall may request in writing that such Primary Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (unless the obligations of such Primary Liquidity Provider thereunder under such Primary Liquidity Facility are earlier terminated in accordance with such Primary Liquidity Facility). Whether or not the applicable Primary Liquidity Provider has received a request from the Subordination Agent, such Primary Liquidity Provider shall shall, by a notice (the “Consent Notice”) to the Subordination Agent, given during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) then in effect and ending on the date that is 25 days prior to such the Stated Expiration Date then in effect for such Primary Liquidity Facility (such period, with respect to such Primary Liquidity Facility, the “"Consent Period”) "), advise the Subordination Agent whether, in its sole discretion, it agrees consents to so extend the such extension of such Stated Expiration Date; provided provided, however, that any such extension consent shall not be effective with respect to such Primary Liquidity Provider if, if by a notice (the “a "Withdrawal Notice”") to the Subordination Agent prior to during the end of the applicable Consent Period, Period such Primary Liquidity Provider revokes its Consent Noticeconsent. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that 25th day, such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Primary Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e)3.6(e), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any the Initial Primary Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Maturity Date for such with respect to the Class of CertificatesG Notes, then then, no earlier than the 60th day and no later than the 40th 30th day prior to the then applicable Stated Expiration DateDate then in effect, the Subordination Agent Cash Manager shall request in writing that such the Initial Primary Liquidity Facility Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the Final Legal Distribution Maturity Date for such with respect to the Class of Certificates G Notes and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period Stated Termination Date then in effect (unless the obligations of such the Initial Primary Liquidity Facility Provider thereunder under the Initial Primary Liquidity Facility are earlier terminated in accordance with such the Initial Primary Liquidity Facility). Whether If on or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on before the date that which is 60 10 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such , (A) the Initial Primary Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e))3.14(e) or (B) the Initial Primary Liquidity Facility Provider fails irrevocably and unconditionally to advise the Cash Manager that such Stated Expiration Date then in effect shall be so extended, the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date)Cash Manager shall immediately, in accordance with and to the extent permitted by the terms of the expiring Initial Primary Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring the Initial Primary Liquidity Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, deposited into the applicable Initial Primary Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension DrawingReserve Account.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received such a request from the Subordination Agent, such the Liquidity Provider shall by notice (the “"Consent Notice”") to the Subordination Agent, Agent during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “"Consent Period”") advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, however, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “"Withdrawal Notice”") to the Subordination Agent prior to the end of the Consent Period, such the Liquidity Provider revokes its Consent Notice; provided, further, Boeing Capital Corporation shall not agree to extend the Stated Expiration Date beyond November 24, 2001 unless it shall have received the written consent of Moody's. If a the Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period in xxx Xxnsent Notice that such Stated Expiration Date shall not be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period, or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such the Liquidity Provider shall not have been replaced in accordance with Section 3.05(e3.06(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f3.06(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th 30th day after such Non-Extension Drawing, such the Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such the Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility); provided however, that at its option the initial Liquidity Provider may elect to extend the Stated Expiration Date for its Liquidity Facility for any Class of Certificates to a date that is later than such 364th day and on or before the date that is 15 days after the Final Legal Distribution Date for the relevant Class of Certificates in accordance with the procedures set forth in Section 2.11 of such Liquidity Facility. Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such the Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agentshall, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s 's receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “"Consent Period”") advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a the Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such the Liquidity Provider shall not have been replaced in accordance with Section 3.05(e3.06(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f3.06(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th 30th day after such Non-Extension Drawing, such the Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such the Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect ---------------------- to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 fifteen (15) days after the Final Legal Distribution Maturity Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable such Stated Expiration DateDate (unless such Stated Expiration Date is on or after the date that is 15 days after the Final Maturity Date for such Class of Certificates), the Subordination Agent shall request in writing that the Liquidity Provider for such Liquidity Provider Facility extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Maturity Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period (as hereinafter defined) (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received such a request from the Subordination Agent, such the Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during no earlier than the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 40/th/ day (or or, if earlier, the date of such the Liquidity Provider’s 's receipt of such request, if any, from the Subordination Agent) ), and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date (such period, with respect to such Liquidity Facility, the “"Consent Period”) advise the Subordination Agent "), whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the date on which such Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (andends, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e3.6(e)), and (B) the Liquidity Provider fails irrevocably and unconditionally to advise the Subordination Agent on or before the date on which such Consent Period ends that the Stated Expiration Date shall be so extended for such Liquidity Facility, the Subordination Agent shall, shall on the date on which the such Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Non- Extension Drawing shall be maintained and invested in accordance with Section 3.05(f------- 3.6(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.------

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier for a period of (i) the date that is 15 364 days after the Final Legal Distribution Stated Expiration Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable The Liquidity Provider has received a request from shall advise the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 no earlier than 40 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is no later than 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before such 25th day, the end of the Consent Period that such Stated Expiration Date shall not be so extended or Liquidity Provider fails to 38 42 irrevocably and unconditionally to advise the Subordination Agent on or before the end of 25th day prior to the Consent Period Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if and such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e))3.6(e) hereof, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f3.6(f) hereof. Notwithstanding the foregoing provisions of this Section 3.6(d). If , so long as MSCS is the Liquidity Provider for any amounts Liquidity Facility, the Stated Expiration Date therefor shall be drawn pursuant automatically extended, effective on the 25th day prior to such Stated Expiration Date (unless such Stated Expiration Date is on or after the date that is 15 days after the Final Legal Distribution Date for the relevant Class of Certificates), for a period of 364 days after such Stated Expiration Date (unless the obligations of such Liquidity Provider are earlier terminated in accordance with such Liquidity Facility) without the necessity of any act by the Subordination Agent or such Liquidity Provider, unless such Liquidity Provider shall advise the Subordination Agent, prior to such 25th day, that it does not agree to such extension of the Stated Expiration Date, in which event, the Subordination Agent shall, on such 25th day (or as soon as possible thereafter), in accordance with and to the extent permitted by the terms of the Non-Extended Facility, request a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to under the Non-Extension Drawing Extended Facility of all available and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawingundrawn amounts thereunder.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of such Liquidity Provider thereunder under such Liquidity Facility are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Such Liquidity Provider has received may, by a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”a "CONSENT NOTICE") to the Subordination Agent, given during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, with the date of such Liquidity Provider’s 's receipt of such request, if any, from the Subordination Agent) request and ending on the date that is 25 days prior to the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the "CONSENT PERIOD"), consent to such extension of such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whetherDate, which consent may be given or withheld by such Liquidity Provider in its absolute and sole discretion; PROVIDED, it agrees to so extend the Stated Expiration Date; provided HOWEVER, that such extension shall not be effective with respect to such Liquidity Provider if, if by a notice (the “Withdrawal Notice”a "WITHDRAWAL NOTICE") to the Subordination Agent prior to during the end of the applicable Consent Period, Period such Liquidity Provider either declines to consent to such extension or revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and25th day, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e3.6(e)), and (B) a Withdrawal Notice has been given with respect to such Liquidity Facility or the applicable Liquidity Provider fails to deliver a Consent Notice with respect to such Liquidity Facility within the applicable Consent Period, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non"NON-Extended Facility”EXTENDED FACILITY"), request a drawing under such expiring Liquidity Facility (such drawing, a “Non"NON-Extension Drawing”EXTENSION DRAWING") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable such Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider may, but shall not be obligated to, by a notice (the “a "Consent Notice”") to the Subordination Agent, given during the period commencing on the date that is 60 days prior to the then effective Stated stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) then in effect and ending on the date that is 25 days prior to the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the "Consent Period"), consent to such extension of such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whetherDate, which consent may be given or withheld by such Liquidity Provider in its absolute and sole discretion; provided, it agrees to so extend the Stated Expiration Date; provided however, that such extension shall not be effective with respect to such Liquidity Provider if, if by a notice (the “a "Withdrawal Notice”") to the Subordination Agent prior to during the end of the applicable Consent Period, Period such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and25th day, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e3.6(e)), and (B) a Withdrawal Notice has been given with respect to such Liquidity Facility during the applicable Consent Period or the applicable Liquidity Provider shall not have delivered a Consent Notice with respect to such Liquidity Facility within the applicable Consent Period, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder; provided, however, that if (a) the Subordination Agent delivers a Notice of Borrowing for a Non-Extension Drawing after the expiration of the Consent Period and the Liquidity Provider shall not have received a request for an extension of the Stated Expiration Date during the Consent Period, or (b) if the Liquidity Provider shall not have received any request for such an extension prior to the Stated Expiration Date, the Liquidity Provider may elect in writing, in the case of clause (a) until the earlier of (x) the Stated Expiration Date and (y) seven Business Days after receiving such Notice of Borrowing and in the case of clause (b) at any time prior to the Stated Expiration Date (and if the Stated Expiration Date is not a Business Day, the immediately preceding Business Day), to extend the Stated Expiration Date to the earlier of (i) the date which is 15 days after the Final Legal Distribution Date for the applicable Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the date of such election, and, in the case of clause (a), the obligation of the Liquidity Provider to make such Non-Extension Drawing shall be deferred until the earlier of (x) the Stated Expiration Date and (y) the next Business Day after such seven Business Day period. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f)3.6(f) hereof. If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, shall have been made and the applicable Liquidity Provider shall not have been replaced, then at any time following replaced within 30 days after the 45th day after date of such Non-Extension DrawingDrawing or such Non-Extension Drawing shall have been made under the circumstances described in the proviso to the second immediately preceding sentence, such the applicable Liquidity Provider may, by written notice may elect in writing to the Subordination Agent, agree to reinstate renew the applicable Liquidity Facility on the terms hereof but with a new Stated Expiration Date which shall be the earlier of (i) the existing related date which is 15 days after the Final Legal Distribution Date for the applicable Class of Certificates to which such Liquidity Facility for a period ending on relates and (ii) the date that is the day immediately preceding the 364th day occurring after the end date on which such election is made, and any such renewal shall become effective upon the execution and delivery of the Consent Period; provided, however, that a Replacement Liquidity Facility in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection accordance with the Non-Extension Drawingprovisions of Section 3.6(e).

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then the following provisions shall apply: (i) In the case of the initial Class AA Liquidity Facility or any other Liquidity Facility having extension provisions identical to those set forth in Section 2.10 of the initial Class AA Liquidity Facility, then, if before the 60th day prior to any anniversary date of the Closing Date (such 60th day, the “Notice Date”), the applicable Liquidity Provider shall have advised the Subordination Agent and FedEx that such Liquidity Facility shall not be extended beyond the immediately following anniversary date of the Closing Date and on or before the 25th day prior to such anniversary date such Liquidity Facility shall not have been replaced in accordance with ‎Section 3.05(e), the Subordination Agent shall, on such 25th day (or as soon thereafter as possible but prior to the date of expiration of the expiring Liquidity Facility (a “Non-Extended Facility”), in accordance with the terms of such Non-Extended Facility, request a drawing under such Non-Extended Facility (such drawing, a “Non-Extension Drawing”) of the Available Amount thereunder. (ii) In the case of any other Liquidity Facility, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section ‎Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”Drawing under such Non-Extended Facility of the Available Amount thereunder. (iii) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section ‎Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th 45th day and no later than the 40th 30th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period then Stated Expiration Date (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). No earlier than the 90th day prior to the then Stated Expiration Date and no later than the 45th day prior to such Stated Expiration Date, the Liquidity Provider shall notify the Subordination Agent of such Stated Expiration Date (provided that failure to give such notice shall not release the Subordination Agent from any of its obligations hereunder nor shall such failure constitute, or be deemed to constitute, an extension of such Stated Expiration Date). Whether or not the applicable such Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider may, but shall not be obligated to, by a notice (the “Consent Notice”) to the Subordination Agent, given during the period commencing on the date that is 60 30 days prior to the then effective Stated stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) then in effect and ending on the date that is 25 20 days prior to such the Stated Expiration Date (the “Consent Period”) then in effect for such Liquidity Facility, advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a such Liquidity Provider advises the Subordination Agent on or before the end of 20th day prior to the Consent Period Stated Expiration Date then in effect that such Stated Expiration Date shall not be so extended extended, or fails to does not irrevocably and unconditionally advise the Subordination Agent on or before the end of 20th day prior to the Consent Period Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e3.6(e)), such Stated Expiration Date shall not be extended and the Subordination Agent shall, on the date on which the Consent Period ends such 20th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f3.6(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then the following provisions shall apply: (i) In the case of either initial Liquidity Facility or any other Liquidity Facility having extension provisions identical to those set forth in Section 2.10 of either initial Liquidity Facility, then, if before the 60th day prior to any anniversary date of the Closing Date (such 60th day, the “Notice Date”), the Liquidity Provider shall have advised the Subordination Agent and JetBlue that such Liquidity Facility shall not be extended beyond the immediately following anniversary date of the Closing Date and on or before the 25th day prior to such anniversary date such Liquidity Facility shall not have been replaced in accordance with Section 3.05(e), the Subordination Agent shall, on such 25th day (or as soon thereafter as possible but prior to the date of expiration of the expiring Liquidity Facility (a “Non-Extended Facility”), in accordance with the terms of such Non-Extended Facility, request a drawing under such Non-Extended Facility (such drawing, a “Non-Extension Drawing”) of the Available Amount thereunder. (ii) In the case of any other Liquidity Facility, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”Drawing under such Non-Extended Facility of the Available Amount thereunder. (iii) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Maturity Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier for a period of (i) the date that is 15 364 days after the Final Legal Distribution Stated Expiration Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such The Liquidity Provider shall by notice (advise the “Consent Notice”) to the Subordination AgentBorrower, during the period commencing on the date that is 60 no earlier than 40 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is no later than 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that . If, on or before such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period25th day, such Liquidity Provider revokes its Consent Notice. If a Facility shall not have been so extended or replaced in accordance with Section 3.6(e), or if the Liquidity Provider advises fails irrevocably and unconditionally to advise the Subordination Agent Borrower on or before the end of 25th day prior to the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.drawn

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates Facility, other than the initial WestLB Liquidity Facility, is scheduled to expire on a date (the “Stated Expiration Date”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of CertificatesDate, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration DateDate then in effect, the Subordination Agent shall request in writing that such the relevant Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (unless the obligations of such Liquidity Provider thereunder under such Liquidity Facility are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable such Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during no earlier than the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 40th day (or or, if earlier, the date of such Liquidity Provider’s 's receipt of such request, if any, from the Subordination Agent) and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date then in effect for such Liquidity Facility (such period, the “Consent Period”) advise the Subordination Agent "CONSENT PERIOD"), whether, in its sole discretion, it agrees to so extend the such Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the date on which such Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (andends, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e))3.6(e) and (B) such Liquidity Provider fails irrevocably and unconditionally to advise the Borrower on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended, the Subordination Agent shall, on the date on which the such Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the such expiring Liquidity Facility (a “Non"NON-Extended Facility”EXTENDED FACILITY"), request a drawing under such expiring Liquidity Facility (such drawing, a “Non"NON-Extension Drawing”EXTENSION DRAWING") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f)3.6(f) hereof. If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable related Liquidity Provider shall not have been replaced, then at any time following the 45th 30th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable its Liquidity Facility on the terms of the its existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; providedPROVIDED, howeverHOWEVER, that in such event such Liquidity Provider shall reimburse the Subordination Agent and Continental for any costs actually incurred by or on behalf of the Subordination Agent or Continental, as the case may be, in drawing pursuant to the Non-Extension Drawing and funding the related Sub-Account of the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Maturity Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier for a period of (i) the date that is 15 364 days after the Final Legal Distribution Stated Expiration Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such The Liquidity Provider shall by notice (advise the “Consent Notice”) to the Subordination AgentBorrower, during the period commencing on the date that is 60 no earlier than 40 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is no later than 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that . If, on or before such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period25th day, such Liquidity Provider revokes its Consent Notice. If a Facility shall not have been so extended or replaced in accordance with Section 3.6(e), or if the Liquidity Provider advises fails irrevocably and unconditionally to advise the Subordination Agent Borrower on or before the end of 25th day prior to the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier for a period of (i) the date that is 15 364 days after the Final Legal Distribution Stated Expiration Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder under such Liquidity Facility are earlier terminated in accordance with such Liquidity Facilitytherewith). Whether or not the The applicable Liquidity Provider has received a request from shall advise the Subordination AgentBorrower, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 no earlier than 40 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is no later than 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to Date for such Liquidity Provider if, by notice Facility. If (the “Withdrawal Notice”A) to the Subordination Agent prior to the end of the Consent Periodon or before such 25th day, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e3.6(e)), and (B) the applicable Liquidity Provider fails irrevocably and unconditionally to advise the Borrower on or before such 25th day that such Stated Expiration Date then in effect shall be so extended for such Liquidity Facility, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non"NON-Extended Facility”), EXTENDED FACILITY") request a drawing under such expiring Liquidity Facility (such drawing, a “Non"NON-Extension Drawing”) EXTENSION DRAWING"), of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f)3.6(f) hereof. If any amounts Notwithstanding the immediately preceding three sentences, so long as Xxxxxx Xxxxxxx Capital Services, Inc. is the Liquidity Provider for the Class B Liquidity Facility, the Class C-1 Liquidity Facility or the Class C-2 Liquidity Facility, the Stated Expiration Date therefor shall be drawn pursuant automatically extended, effective on the 25th day prior to such Stated Expiration Date (unless such Stated Expiration Date is on or after the date that is 15 days after the Final Legal Distribution Date for the relevant Class of Certificates), for a period of 364 days after such Stated Expiration Date (unless the obligations of such Liquidity Provider are earlier terminated in accordance with such Liquidity Facility) without the necessity of any act by the Subordination Agent or such Liquidity Provider, unless such Liquidity Provider shall advise the Subordination Agent, prior to such 25th day, that it does not agree to such extension of the Stated Expiration Date, in which event, the Subordination Agent shall, on such 25th day (or as soon as possible thereafter), in accordance with and to the extent permitted by the terms of the Non-Extended Facility, request a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to under the Non-Extension Drawing Extended Facility of all available and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawingundrawn amounts thereunder.

Non-Extension Drawings. If at any time any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such the applicable Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of such Liquidity Provider thereunder under such Liquidity Facility are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during no earlier than the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 40th day (or or, if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the “Consent Period”) advise the Subordination Agent ), whether, in its sole discretion, it agrees to so extend the such Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the date on which such Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (andends, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends 3.5(e) and (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”B) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.fails irrevocably and

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of such Liquidity Provider thereunder under such Liquidity Facility are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during no earlier than the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 40th day (or or, if earlier, the date of such Liquidity Provider’s 's receipt of such request, if any, from the Subordination Agent) and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the “Consent Period”) advise the Subordination Agent "CONSENT PERIOD"), whether, in its sole discretion, it agrees to so extend the such Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the date on which such Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (andends, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e))3.6(e) and (B) the applicable Liquidity Provider fails irrevocably and unconditionally to advise the Borrower on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended for such Liquidity Facility, the Subordination Agent shall, on the date on which the such Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non"NON-Extended Facility”EXTENDED FACILITY"), request a drawing under such expiring Liquidity Facility (such drawing, a “Non"NON-Extension Drawing”EXTENSION DRAWING") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any a Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such the related Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility); provided that a Liquidity Provider may elect to extend the Stated Expiration Date for its Liquidity Facility to a date that is later than such 364th day and on or before the date that is 15 days after the Final Legal Distribution Date for the related Class of Certificates in accordance with the procedures specified in its Liquidity Facility. Whether or not the applicable Liquidity Provider has received such a request from the Subordination Agent, such Liquidity Provider shall by notice (the “"Consent Notice”") to the Subordination Agent, Agent during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “"Consent Period”") advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, however, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “"Withdrawal Notice”") to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of in the Consent Period Notice that such Stated Expiration Date shall not be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period, or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e3.06(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f3.06(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable related Liquidity Provider shall not have been replaced, then at any time following the 45th 30th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable its Liquidity Facility on the terms of the its existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the related Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Primary Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall may request in writing that such Primary Liquidity Provider extend renew its obligations under the Stated Expiration Date to applicable Primary Liquidity Facility for a period ending on a date (the "Renewal Date") that is the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (unless the obligations of such Primary Liquidity Provider thereunder under such Primary Liquidity Facility are earlier terminated in accordance with such Primary Liquidity Facility). Whether or not the applicable Primary Liquidity Provider has received a request from the Subordination Agent, such Primary Liquidity Provider shall shall, by a notice (the “Consent Notice”) to the Subordination Agent, given during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) then in effect and ending on the date that is 25 days prior to such the Stated Expiration Date then in effect for such Primary Liquidity Facility (such period, with respect to such Primary Liquidity Facility, the “"Consent Period”) "), advise the Subordination Agent whether, in its sole discretion, it agrees consents to so extend such renewal of its obligations under the applicable Primary Liquidity Facility for the period ending on the Renewal Date, in which event the Renewal Date shall become the Stated Expiration DateDate hereunder; provided provided, however, that any such extension consent shall not be effective with respect to such Primary Liquidity Provider if, if by a notice (the “a "Withdrawal Notice”") to the Subordination Agent prior to during the end of the applicable Consent Period, Period such Primary Liquidity Provider revokes its Consent Noticeconsent. If a Liquidity Provider advises the Subordination Agent (x) on or before the end of the date on which such Consent Period that ends, such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Primary Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e3.6(e)), and (y) the applicable Primary Liquidity Provider shall not have advised the Subordination Agent that it consents to such renewal of such Primary Liquidity Facility within the applicable Consent Period or a Withdrawal Notice has been given with respect to such Primary Liquidity Facility during the applicable Consent Period, the Subordination Agent shall, on the date on which the such Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Primary Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Primary Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts the Maximum Available Commitment thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then the following provisions shall apply: (i) In the case of either initial Liquidity Facility or any other Liquidity Facility having extension provisions identical to those set forth in Section 2.10 of either initial Liquidity Facility, then, if before the 60th day prior to any anniversary date of the Closing Date (such 60th day, the “Notice Date”), the Liquidity Provider shall have advised the Subordination Agent and the Airlines that such Liquidity Facility shall not be extended beyond the immediately following anniversary date of the Closing Date and on or before the 25th day prior to such anniversary date such Liquidity Facility shall not have been replaced in accordance with Section 3.05(e), the Subordination Agent shall, on such 25th day (or as soon thereafter as possible but prior to the date of expiration of the expiring Liquidity Facility (a “Non-Extended Facility”)), in accordance with the terms of such Non-Extended Facility, request a drawing under such Non-Extended Facility (such drawing, a “Non-Extension Drawing”) of the Available Amount thereunder. (ii) In the case of any other Liquidity Facility, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”Drawing under such Non-Extended Facility of the Available Amount thereunder. (iii) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of such Liquidity Provider thereunder under such Liquidity Facility are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider may, but shall not be obligated to, by a notice (the “Consent Notice”a "CONSENT NOTICE") to the Subordination Agent, given during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) then in effect and ending on the date that is 25 days prior to the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the "CONSENT PERIOD"), consent to such extension of such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whetherDate, which consent may be given or withheld by such Liquidity Provider in its absolute and sole discretion; PROVIDED, it agrees to so extend the Stated Expiration Date; provided HOWEVER, that such extension shall not be effective with respect to such Liquidity Provider if, if by a notice (the “Withdrawal a "WITHDRAWAL Notice”") to the Subordination Agent prior to during the end of the applicable Consent Period, Period such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and25th day, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e3.6(e)), and (B) a Withdrawal Notice has been given with respect to such Liquidity Facility during the applicable Consent Period or the applicable Liquidity Provider shall not have delivered a Consent Notice with respect to such Liquidity Facility within the applicable Consent Period, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but thereafter), in accordance with the terms of the expiring Liquidity Facility (a "NON-EXTENDED FACILITY"), request a drawing under such expiring Liquidity Facility (such drawing, a "NON-EXTENSION DRAWING") of all available and undrawn amounts thereunder. Notwithstanding the immediately preceding three sentences, so long as MSCS is the Liquidity Provider for the Class C-1 Liquidity Facility or the Class C-2 Liquidity Facility, the Stated Expiration Date therefor shall be automatically extended, effective on the 25th day prior to such Stated Expiration Date (unless such Stated Expiration Date is on or after the date that is 15 days after the Final Legal Distribution Date for the relevant Class of Certificates), for a period of 364 days after such Stated Expiration Date (unless the obligations of such Liquidity Provider are earlier terminated in accordance with such Liquidity Facility) without the necessity of any act by the Subordination Agent or such Liquidity Provider, unless such Liquidity Provider shall advise the Subordination Agent, prior to such 25th day, that it does not agree to such extension of the Stated Expiration Date, in which event, the Subordination Agent shall, on such 25th day (or as soon as possible thereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”) Drawing under the Non-Extended Facility of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect ---------------------- to any Class of Certificates is scheduled to expire on a date (the “"Stated ------ Expiration Date”") prior to the date that is 15 days after the Final Legal --------------- Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that which is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th 364/th/ day occurring after the last day of the Consent Period Stated Expiration Date (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable The Liquidity Provider has received a request from shall advise the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 no earlier than 40 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is no later than 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if. If, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of 25th day prior to the Consent Period that such Stated Expiration Date Date, such Liquidity Facility shall not be have been so extended or replaced in accordance with Section 3.6(e), or if the Liquidity Provider fails to irrevocably and unconditionally to advise the Subordination Agent on or before the end of 25th day prior to the Consent Period Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such --------------------- expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all --------------------- available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-any Non- Extension Drawing shall be maintained and invested in accordance with Section 3.05(f3.6(f) hereof. Notwithstanding the immediately preceding provisions of this Section 3.6(d). If , so long as MSCS is the Liquidity Provider for any amounts Liquidity Facility, the Stated Expiration Date therefor shall be drawn pursuant automatically extended, effective on the 25/th/ day prior to such Stated Expiration Date (unless such Stated Expiration Date is on or after the date that is 15 days after the Final Legal Distribution Date for the relevant Class of Certificates), for a period of 364 days after such Stated Expiration Date (unless the obligations of such Liquidity Provider are earlier terminated in accordance with such Liquidity Facility) without the necessity of any act by the Subordination Agent or such Liquidity Provider, unless such Liquidity Provider shall advise the Subordination Agent, prior to such 25/th/ day, that it does not agree to such extension of the Stated Expiration Date, in which event, the Subordination Agent shall, on such 25/th/ day (or as soon as possible thereafter), in accordance with and to the extent permitted by the terms of the Non-Extended Facility, request a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to under the Non-Extension Drawing Extended Facility of all available and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawingundrawn amounts thereunder.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th 45th day and no later than the 40th 30th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier for a period of (i) the date that is 15 364 days after the Final Legal Distribution Stated Expiration Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a such request from the Subordination Agent, such the Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during the period commencing on the date that is 60 no earlier than 30 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 no later than 20 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before such 20th day, the end of the Consent Period that such Stated Expiration Date shall Liquidity Provider does not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of 20th day prior to the Consent Period Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if and such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e)3.6(e) hereof), such Stated Expiration Date shall not be extended and the Subordination Agent shall, on the date on which the Consent Period ends such 20th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such the Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a the Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such the Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such the Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such the Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension NonExtension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 fifteen (15) days after the Final Legal Distribution Date for such Class of Certificates, then the following provisions shall apply: (i) In the case of any initial Liquidity Facility in effect as of the Closing Date or any other Liquidity Facility having extension provisions identical to those set forth in Section 2.10 of any initial Liquidity Facility, then, if before the 25th day prior to any anniversary date of the Closing Date (such 25th day, the “Notice Date”) the Liquidity Provider shall have advised the Subordination Agent and American that such Liquidity Facility shall not be extended beyond the immediately following anniversary date of the Closing Date and on or before the Notice Date such Liquidity Facility shall not have been replaced in accordance with Section 3.05(e), the Subordination Agent shall, on the Notice Date (or as soon thereafter as possible but prior to the date of expiration of the expiring Liquidity Facility (a “Non-Extended Facility”)), in accordance with the terms of such Non-Extended Facility, request a drawing under such Non-Extended Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts thereunder. (ii) In the case of any other Liquidity Facility, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”) Drawing under such Non-Extended Facility of all available and undrawn amounts thereunder. . (iii) Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such the applicable Liquidity Provider extend the Stated Expiration Date to until the earlier of (i) the date that which is 15 days after the such Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of such Liquidity Provider thereunder under such Liquidity Facility are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during no earlier than the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 40th day (or or, if earlier, the date of such Liquidity Provider’s 's receipt of such request, if any, from the Subordination Agent) and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the “"Consent Period”) advise the Subordination Agent "), whether, in its sole discretion, it agrees to so extend the such Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the date on which such Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (andends, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e))3.5(e) and (B) the applicable Liquidity Provider fails irrevocably and unconditionally to advise the Subordination Agent on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended for such Liquidity Facility, the Subordination Agent shall, on the date on which the such Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.5(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier for a period of (i) the date that is 15 364 days after the Final Legal Distribution Stated Expiration Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable The Liquidity Provider has received a request from shall advise the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 no earlier than 40 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is no later than 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if. If, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of 25th day prior to the Consent Period that such Stated Expiration Date Date, such Liquidity Facility shall not be have been so extended or replaced in accordance with Section 3.6(e), or if the Liquidity Provider fails to irrevocably and unconditionally to advise the Subordination Agent on or before the end of 25th day prior to the Consent Period Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a any Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f3.6(f) hereof. Notwithstanding the foregoing provisions of this Section 3.6(d). If , so long as MSCS is the Liquidity Provider for any amounts Liquidity Facility, the Stated Expiration Date therefor shall be drawn pursuant automatically extended, effective on the 25th day, prior to such Stated Expiration Date (unless such Stated Expiration Date is on or after the date that is 15 days after the Final Legal Distribution Date for the relevant Class of Certificates), for a period of 364 days after such Stated Expiration Date (unless the obligations of such Liquidity Provider are earlier terminated in accordance with such Liquidity Facility) without the necessity of any act by the Subordination Agent or such Liquidity Provider, unless such Liquidity Provider shall advise the Subordination Agent, prior to such 25th day, that it does not agree to such extension of the Stated Expiration Date, in which event, the Subordination Agent shall, on such 25th day (or as soon as possible thereafter), in accordance with and to the extent permitted by the terms of the Non-Extended Facility, request a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to under the Non-Extension Drawing Extended Facility of all available and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawingundrawn amounts thereunder.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration DateDate for such class of Certificates, the Subordination Agent shall request in writing that such Liquidity Provider extend the such Stated Expiration Date to the earlier of (i) the date that which is 15 fifteen days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date day that is the day immediately preceding the 364th day occurring after the last day of the Consent Period such Stated Expiration Date (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Such Liquidity Provider has received a request from shall advise the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 no earlier than 40 days and no later than 25 days prior to the then effective Stated Expiration Date (or if earlierDate, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that . If, on or before such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period25th day, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date Facility shall not be have been so extended or replaced in accordance with Section 3.6(e), or if the Liquidity Provider fails to irrevocably and unconditionally to advise the Subordination Agent on or before the end of 25th day prior to the Consent Period Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier for a period of (i) the date that is 15 364 days after the Final Legal Distribution Stated Expiration Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such The Liquidity Provider shall by notice (advise the “Consent Notice”) to the Subordination AgentBorrower, during the period commencing on the date that is 60 no earlier than 40 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is no later than 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that . If, on or before such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period25th day, such Liquidity Provider revokes its Consent Notice. If a Facility shall not have been so extended or replaced in accordance with Section 3.6(e), or if the Liquidity Provider advises fails irrevocably and unconditionally to advise the Subordination Agent Borrower on or before the end of 25th day prior to the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period then in effect that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which the Consent Period ends such 25th day (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-"Non- Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that which is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period (as hereinafter defined) (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility); PROVIDED HOWEVER, that at its option a Liquidity Provider may elect to extend the Stated Expiration Date for its Liquidity Facility for any Class of Certificates to the date that is 15 days after the Final Legal Distribution Date for the relevant Class of Certificates in accordance with Section 2.11 of such Liquidity Facility. Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such the Liquidity Provider may, but shall by notice (the “Consent Notice”) to not be obligated to, advise the Subordination Agent, during no earlier than the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 40th day (or or, if earlier, the date of such Liquidity Provider’s 's receipt of such request, if any, from the Subordination Agent) and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date then in effect for the Liquidity Facility of such Liquidity Provider (such period, with respect to such Liquidity Facility, the “Consent Period”) advise the Subordination Agent "CONSENT PERIOD"), whether, in its sole and absolute discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if. If, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the date on which such Consent Period that ends, such Stated Expiration Date Liquidity Facility shall not be have been so extended or replaced in accordance with Section 3.6(e), or if the Liquidity Provider fails to irrevocably and unconditionally to advise the Subordination Agent on or before the end of the date on which such Consent Period ends that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e))extended, the Subordination Agent shall, on the date on which the such Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non"NON-Extended Facility”EXTENDED FACILITY"), request a drawing under such expiring Liquidity Facility (such drawing, a “Non"NON-Extension Drawing”EXTENSION DRAWING") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a any Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing3.6(f) hereof.

Non-Extension Drawings. If any Liquidity Facility with respect to ---------------------- any Class of Certificates is scheduled to expire on a date (the “"Stated ------ Expiration Date”") prior to the date that is 15 fifteen (15) days after the Final Legal Distribution --------------- Maturity Date for such Class of Certificates, then then, no earlier than the 60th day and no later than the 40th day prior to the then applicable such Stated Expiration DateDate (unless such Stated Expiration Date is on or after the date that is 15 days after the Final Maturity Date for such Class of Certificates), the Subordination Agent shall request in writing that the Liquidity Provider for such Liquidity Provider Facility extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Maturity Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period (as hereinafter defined) (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received such a request from the Subordination Agent, such the Liquidity Provider shall by notice (the “Consent Notice”) to advise the Subordination Agent, during no earlier than the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 40/th/ day (or or, if earlier, the date of such the Liquidity Provider’s 's receipt of such request, if any, from the Subordination Agent) ), and ending on no later than the date that is 25 days 25th day prior to such the Stated Expiration Date (such period, with respect to such Liquidity Facility, the “"Consent Period”) advise the Subordination Agent "), whether, -------------- in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent (A) on or before the end of the date on which such Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (andends, in each case, if such Liquidity Provider Facility shall not have been replaced in accordance with Section 3.05(e3.6(e)), and (B) the Liquidity Provider fails irrevocably and unconditionally to advise the Subordination Agent on or before the date on which such Consent Period ends that the Stated Expiration Date shall be so extended for such Liquidity Facility, the Subordination Agent shall, shall on the date on which the such Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Datethereafter), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such --------------------- expiring Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all --------------------- available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Non- Extension Drawing shall be maintained and invested in accordance with Section 3.05(f------- 3.6(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.------

Non-Extension Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent, during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided that such extension shall not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts the Available Amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the terms of the existing related Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.

Non-Extension Drawings. If any Primary Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such the related Primary Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day after the last day of the Consent Period (unless the obligations of such Primary Liquidity Provider thereunder are earlier terminated in accordance with such Primary Liquidity Facility). Whether or not the applicable Primary Liquidity Provider has received such a request from the Subordination Agent, such the Primary Liquidity Provider shall by notice (the “"Consent Notice”") to the Subordination Agent, Agent during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to such Stated Expiration Date (the “"Consent Period”") advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided provided, however, that such extension shall not be effective with respect to such Primary Liquidity Provider if, by notice (the “"Withdrawal Notice”") to the Subordination Agent prior to the end of the Consent Period, such the Primary Liquidity Provider revokes its Consent Notice. If a the Primary Liquidity Provider advises the Subordination Agent on or before the end of in the Consent Period Notice that such Stated Expiration Date shall not be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period, or fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and, in each case, if such the Primary Liquidity Provider shall not have been replaced in accordance with Section 3.05(e3.06(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the extent permitted by the terms of the expiring Primary Liquidity Facility (a “"Non-Extended Facility”"), request a drawing under such expiring Primary Liquidity Facility (such drawing, a “"Non-Extension Drawing”") of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section 3.05(f3.06(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the applicable Primary Liquidity Provider shall not have been replaced, then at any time following the 45th 30th day after such Non-Extension Drawing, such the Primary Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the applicable Primary Liquidity Facility on the terms of the existing related Primary Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event such the Primary Liquidity Provider shall reimburse the Subordination Agent for any costs actually incurred by or on behalf of the Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral Account or otherwise in connection with the Non-Extension Drawing.