Common use of Non-Extension Drawings Clause in Contracts

Non-Extension Drawings. If the Liquidity Facility is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Maturity Date with respect to the ACS Group Loans, then, no earlier than the 60th day and no later than the 30th day prior to the applicable Stated Expiration Date then in effect, the Administrative Agent shall request that the Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance with the Liquidity Facility). If on or before the date which is 10 days prior to the Stated Expiration Date, (A) the Liquidity Facility shall not have been replaced in accordance with Section 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 Administrative Agent shall immediately, in accordance with the terms of the Liquidity Facility (a “Non-Extended Facility”), request a drawing under such Liquidity Facility (such drawing, a “Non-Extension Drawing”) for the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Account.

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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier for a period of (i) the date which is 15 364 days after the Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). If The Liquidity Provider shall advise the Subordination Agent, no earlier than 40 days and no later than 25 days prior to such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If, on or before the date which is 10 days 25th day prior to the Stated Expiration Date, (A) the such Liquidity Facility shall not have been so extended or replaced in accordance with Section 3.10(d) hereof 3.6(e), or (B) if the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Subordination Agent that such on or before the 25th day prior to the Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a any Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(f) hereof.

Non-Extension Drawings. If the 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 Maturity Date with respect to the ACS Group LoansDate, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Agent Trustee shall request that the Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the Final Legal Maturity Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (unless the obligations of the Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance with the Liquidity Facility). Whether or not the Liquidity Provider has received a request from the Trustee, the Liquidity Provider shall advise the Trustee, no earlier than the 40th day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Trustee) and no later than the 25th day prior to the Stated Expiration Date then in effect (such period, the "CONSENT PERIOD"), whether, in its sole discretion, it agrees to extend such Stated Expiration Date. If (A) on or before the date on which is 10 days prior to the Stated Expiration Datesuch Consent Period ends, (A) the Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.5(e) hereof or and (B) the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent Trustee on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Agent shall immediatelyTrustee shall, on the date on which such Consent Period ends (or as soon as possible thereafter), in accordance with 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-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 Non-Extended Facility, request a Non-Extension Drawing”) for Drawing under the Available Amount Non-Extended Facility of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.5(f) hereof.

Non-Extension Drawings. If the Liquidity Initial Credit Facility is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Maturity Date with respect to the ACS Group LoansSubclass A-1 Securities, then, no earlier than the 60th day and no later than the 30th day prior to the applicable Stated Expiration Date then in effect, the Administrative Agent Cash Manager shall request that the Liquidity Initial Credit Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Date with respect to the ACS Group Loans Subclass A-1 Securities and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the Liquidity Initial Credit Facility Provider under the Liquidity Initial Credit Facility are earlier terminated in accordance with the Liquidity Initial Credit Facility). If on or before the date which is 10 days prior to the Stated Expiration Date, (A) the Liquidity Initial Credit Facility shall not have been replaced in accordance with Section 3.10(d3.12(e) hereof or (B) the Liquidity Initial Credit Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent Cash Manager that such Stated Expiration Date then in effect shall be so extended (whether or not the Administrative Agent Cash Manager has in fact requested an extension), the Administrative Agent Cash Manager shall immediately, in accordance with the terms of the Liquidity Initial Credit Facility (a “"Non-Extended Facility”"), request a drawing under such Liquidity Initial Credit Facility (such drawing, a “"Non-Extension Drawing”") for the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Credit Facility Reserve Account.

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”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier for a period of (i) the date which is 15 364 days after the Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). If on or before The Liquidity Provider shall advise the date which is 10 Borrower, no earlier than 40 days and no later than 25 days prior to such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If, (A) the on or before such 25th day, such Liquidity Facility shall not have been so extended or replaced in accordance with Section 3.10(d) hereof 3.6(e), or (B) if the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent that such Borrower on or before the 25th day prior to the Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, 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"NON-Extended Facility”EXTENDED FACILITY"), request a drawing under such expiring Liquidity Facility (such drawing, a “Non"NON-Extension Drawing”EXTENSION DRAWING") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(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 Maturity Legal Distribution Date with respect for such Class of Certificates, the Subordination Agent may, by notice to the ACS Group Loans, then, 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 30th day prior to the then applicable Stated Expiration Expiry Date, request an extension of the Expiry Date then in effect, the Administrative Agent shall request that the Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration last day of the Consent Period (as hereinafter defined). Whether or not a Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider may, but shall not be obligated to, by a notice (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 in effect (unless the obligations of the Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance with the Liquidity Facility). If and ending on or before the date which that is 10 25 days prior to the Stated Expiration Expiry Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the "Consent Period"), consent to such extension of the Expiry Date, (A) which consent may be given or withheld by the Liquidity Facility Provider in its absolute and sole discretion; provided, however, that such extension shall not be effective with respect to the Liquidity Provider if by a notice (a "Withdrawal Notice") to the Subordination Agent during the Consent 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 shall not have delivered a Consent Notice within the Consent Period (and, in each case, if the Liquidity Provider shall not have been replaced in accordance with Section 3.10(d3.6(e) 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 extensionhereof), the Administrative Subordination Agent shall immediatelybe entitled on and after the date on which the Consent Period ends (but prior to the 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a any Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, then no earlier than the 60th day and no later than the 30th 40th day prior to the then applicable Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request in writing that the such Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). 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 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, 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, the Liquidity Provider revokes its Consent Notice. If the Liquidity Provider advises the Subordination Agent in the Consent 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 date which is 10 days prior to end of the Consent Period that such Stated Expiration DateDate shall be so extended (and, (A) in each case, if the Liquidity Facility Provider shall not have been replaced in accordance with Section 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 extension3.06(e)), the Administrative Subordination Agent shall immediatelyshall, 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into maintained and invested in accordance with Section 3.06(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the Liquidity Provider shall not have been replaced, then at any time following the 30th day after such Non-Extension Drawing, the Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the Liquidity Facility Reserve Accounton the terms of the existing Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event 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 the 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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the applicable Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of the such Liquidity Facility Provider under the such Liquidity Facility are earlier terminated in accordance with the such Liquidity Facility). Whether or not the Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall advise the Subordination Agent, no earlier than the 40th day (or, if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and no later than the 25th day prior to the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the “Consent Period”), whether, in its sole discretion, it agrees to extend such Stated Expiration Date. If (A) on or before the date on which is 10 days prior to the Stated Expiration Datesuch Consent Period ends, (A) the such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.5(e) hereof or and (B) the applicable Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative 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 (whether or not the Administrative Agent has in fact requested an extension)for such Liquidity Facility, the Administrative Subordination Agent shall immediatelyshall, on the date on which such Consent Period ends (or as soon as possible 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”) for of the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.5(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 fifteen (15) days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than if before the 60th day and no later than the 30th 25th day prior to any anniversary date of the applicable Stated Expiration Class AA/A Closing Date then (in effectthe 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 Administrative Agent shall request that “Notice Date”) the Liquidity Provider shall have advised the Subordination Agent that such Liquidity Facility Provider extend shall not be extended beyond the Stated Expiration Date until the earlier of (i) the immediately following anniversary date which is 15 days after the Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the Class AA/A Closing Date (in the case of the Class AA Liquidity Facility Provider under and the Liquidity Facility are earlier terminated in accordance with the Class A Liquidity Facility). If ) or the Class B Closing Date (in the case of the Class B Liquidity Facility) and on or before the date which is 10 days prior to the Stated Expiration Date, (A) the Notice Date such Liquidity Facility shall not have been replaced in accordance with Section 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 extension3.05(e), the Administrative Subordination Agent shall immediatelyshall, in accordance with on the terms 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 Liquidity Non-Extended Facility (such drawing, a “Non-Extension Drawing”) for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Account.

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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier for a period of (i) the date which is 15 364 days after the Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the Liquidity Facilitytherewith). If on or before The applicable Liquidity Provider shall advise the date which is 10 Borrower, no earlier than 40 days and no later than 25 days prior to the such Stated Expiration Date, (A) whether, in its sole discretion, it agrees to so extend the Stated Expiration Date for such Liquidity Facility. If, on or before such 25th day, such Liquidity Facility shall not have been so extended or replaced in accordance with Section 3.10(d) hereof 3.6(e), or (B) the if such Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent that such Borrower on or before the 25th day prior to the Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into maintained and invested in accordance with Section 3.6(f) hereof. Notwithstanding the immediately preceding three sentences, so long as MSCS is the Liquidity Provider for any MSCS 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 Non-Extended Facility, request a Non-Extension Drawing under the Non-Extended Facility Reserve Accountof all available and undrawn amounts thereunder.

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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th 45th day and no later than the 30th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier for a period of (i) the date which is 15 364 days after the Final Maturity Stated Expiration Date (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with respect such Liquidity Facility). Whether or not the Liquidity Provider has received such request from the Subordination Agent, the Liquidity Provider shall advise the Subordination Agent, no earlier than 30 days and no later than 20 days prior to such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the ACS Group Loans Stated Expiration Date. If on or before such 20th day, the Liquidity Provider does not irrevocably and (ii) unconditionally advise the date that is immediately preceding Subordination Agent on or before the 364th 20th day occurring after prior to the Stated Expiration Date then in effect (unless the obligations of the Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance with the Liquidity Facility). If on or before the date which is 10 days prior to the that such Stated Expiration Date, Date shall be so extended (A) the and such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.6(e) hereof or (B) the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent that hereof), such Stated Expiration Date then in effect shall not be so extended and the Subordination Agent shall, on such 20th day (whether or not the Administrative Agent has in fact requested an extensionas soon as possible thereafter), the Administrative Agent shall immediately, 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(f) hereof.

Non-Extension Drawings. If the any Liquidity Facility with respect to a Class of Notes is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Legal Maturity Date with respect to the ACS Group Loansfor such Class of Notes, then, no earlier than the 60th day and no later than the 30th 40th day prior to the then applicable Stated Expiration Date then in effectDate, the Administrative Agent Trustee shall request in writing that the related Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Legal Maturity Date with respect to the ACS Group Loans for such Class of Notes and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (unless the obligations of the such Liquidity Facility Provider under the applicable Liquidity Facility are earlier terminated in accordance with the such Liquidity Facility). If ; 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 which that is 10 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 Trustee, such Liquidity Provider shall by notice (the "Consent Notice") to the Trustee, during the period commencing on the date that is 60 days prior to the then-effective Stated Expiration Date and ending on the date that is 25 days prior to such Stated Expiration Date (such period, the "Consent Period"), advise the Trustee whether, in its sole discretion, it agrees to so extend such Stated Expiration Date; provided, however, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (Athe "Withdrawal Notice") to the Trustee, prior to the end of the Consent Period, such Liquidity Facility Provider revokes its Consent Notice. If a Liquidity Provider advises the Trustee in the Consent 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 Trustee on or before the end of the Consent Period that such Stated Expiration Date shall be so extended (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 3.10(d3.6(e) 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 extensionhereof), the Administrative Agent shall immediatelyTrustee 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”") for the Available Amount of all available Indenture and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into maintained and invested in accordance with Section 3.6(f) hereof. If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the related Liquidity Provider shall not have been replaced, then at any time following the 30th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Trustee, agree to reinstate its Liquidity Facility Reserve Accounton the terms of the existing 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 Trustee for any costs actually incurred by or on behalf of the 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 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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, then no earlier than the 60th day and no later than the 30th 40th day prior to the then applicable Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request in writing that the such Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the 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 date which is 10 days 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 Stated Expiration Dateend of the Consent Period (and, (A) the in each case, if such Liquidity Facility Provider shall not have been replaced in accordance with Section 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 extension3.05(e)), the Administrative Subordination Agent shall immediatelyshall, 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”) for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into 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 Reserve Accounton 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 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 Maturity Legal --------------- Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th 364/th/ day occurring after the Stated Expiration Date then in effect (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). If The Liquidity Provider shall advise the Subordination Agent, no earlier than 40 days and no later than 25 days prior to such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If, on or before the date which is 10 days 25th day prior to the Stated Expiration Date, (A) the such Liquidity Facility shall not have been so extended or replaced in accordance with Section 3.10(d) hereof 3.6(e), or (B) if the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Subordination Agent that such on or before the 25th day prior to the Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, 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”") for the Available Amount of all --------------------- available and undrawn amounts thereunder. Amounts drawn pursuant to any Non- Extension Drawing shall be maintained and invested in accordance with Section 3.6(f) hereof. Notwithstanding the immediately preceding provisions of this Section 3.6(d), so long as MSCS is the Liquidity Provider for any Liquidity Facility, the Stated Expiration Date therefor shall be 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 shall be deposited into under the Liquidity Non-Extended Facility Reserve Accountof all available and undrawn amounts thereunder.

Non-Extension Drawings. If at any time the Liquidity Facility is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Maturity Legal Distribution Date with respect to for the ACS Group LoansClass A Certificates, then, no earlier than the 60th 45th day and no later than the 30th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of the Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance with the Liquidity Facility). Whether or not the Liquidity Provider has received a request from the Subordination Agent, the Liquidity Provider shall advise the Subordination Agent, no earlier than the 30th day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Subordination Agent) and no later BACK than the 25th day prior to the Stated Expiration Date then in effect (such period, with respect to the Liquidity Facility, the "Consent Period"), whether, in its sole discretion, it agrees to extend such Stated Expiration Date. If (A) on or before the date on which is 10 days prior to the Stated Expiration Datesuch Consent Period ends, (A) the Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.5(e) hereof or and (B) the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative 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 (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, on the date on which such Consent Period ends (or as soon as possible 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”") for of the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.5(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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of the such Liquidity Facility Provider under the such Liquidity Facility are earlier terminated in accordance with the such Liquidity Facility). Whether or not the Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall advise the Subordination Agent, no earlier than the 40th day and no later than the 25th day prior to the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the "Consent Period"), whether, in its sole discretion, it agrees to extend such Stated Expiration Date. If (A) on or before the date on which is 10 days prior to the Stated Expiration Datesuch Consent Period ends, (A) the such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.6(e) hereof or and (B) the applicable Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent Borrower on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended (whether or not the Administrative Agent has in fact requested an extension)for such Liquidity Facility, the Administrative Subordination Agent shall immediatelyshall, on the date on which such Consent Period ends (or as soon as possible 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(f) hereof.

Non-Extension Drawings. If the Primary 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 Maturity Legal Distribution Date with respect to for the ACS Group LoansClass G Certificates, then, then no earlier than the 60th day and no later than the 30th 40th day prior to the then applicable Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request in writing that the Primary Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Legal Distribution Date with respect to for the ACS Group Loans Class G Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (unless the obligations of the Primary Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the Primary Liquidity Facility). If The Primary Liquidity Provider shall by notice (the "CONSENT NOTICE") to the Subordination Agent, during the period commencing on or before the date which that is 10 60 days prior to the then effective Stated Expiration Date, (A) Date and ending on the Liquidity Facility shall not have been replaced in accordance with Section 3.10(d) hereof or (B) the Liquidity Facility Provider fails irrevocably and unconditionally date that is 25 days prior to advise the Administrative Agent that such Stated Expiration Date then (the "CONSENT PERIOD") advise the Subordination Agent whether, in effect its sole discretion, it agrees to so extend the Stated Expiration Date; provided, however, that such extension shall not be so extended effective with respect to the Primary Liquidity Provider if, by notice (whether or not the Administrative "WITHDRAWAL NOTICE") to the Subordination Agent has in fact requested an extension)prior to the end of the Consent Period, the Administrative Agent shall immediately, in accordance with Primary Liquidity Provider revokes the terms of Consent Notice. If the Primary Liquidity Facility (a “Non-Extended Facility”), request a drawing under such Liquidity Facility (such drawing, a “Non-Extension Drawing”) for Provider advises the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Account.Subordination Agent

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 fifteen (15) days after the Final Maturity Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable such Stated Expiration Date then in effect(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 Administrative Subordination Agent shall request that the Liquidity Provider for such Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (as hereinafter defined) (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance with the such Liquidity Facility). Whether or not the Liquidity Provider has received such a request from the Subordination Agent, the Liquidity Provider shall advise the Subordination Agent, no earlier than the 40/th/ day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Subordination Agent), and no later than the 25th day prior to the Stated Expiration Date (such period, with respect to such Liquidity Facility, the "Consent Period"), whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If (A) on or before the date on which is 10 days prior to the Stated Expiration Datesuch Consent Period ends, (A) the such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d) hereof or 3.6(e), and (B) the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Subordination Agent on or before the date on which such Consent Period ends that such the Stated Expiration Date then in effect shall be so extended (whether or not the Administrative Agent has in fact requested an extension)for such Liquidity Facility, the Administrative Subordination Agent shall immediatelyon the date on which such Consent Period ends (or as soon as possible 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Non- Extension Drawing shall be deposited into the Liquidity Facility Reserve Account.maintained and invested in accordance with Section ------- 3.6(f). ------

Non-Extension Drawings. If the Initial Primary Liquidity Facility is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Maturity Date with respect to the ACS Group LoansClass G Notes, then, no earlier than the 60th day and no later than the 30th day prior to the applicable Stated Expiration Date then in effect, the Administrative Agent Cash Manager shall request that the Initial Primary Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the Final Maturity Date with respect to the ACS Group Loans Class G Notes and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Termination Date then in effect (unless the obligations of the Initial Primary Liquidity Facility Provider under the Initial Primary Liquidity Facility are earlier terminated in accordance with the Initial Primary Liquidity Facility). If on or before the date which is 10 days prior to the Stated Expiration Date, (A) the Initial Primary Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.14(e) hereof or (B) the Initial Primary Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent Cash Manager that such Stated Expiration Date then in effect shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Agent Cash Manager shall immediately, in accordance with the terms of the Initial Primary Liquidity Facility (a “Non-Extended Facility”), request a drawing under such the Initial Primary Liquidity Facility (such drawing, a “Non-Extension Drawing”) for of the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Initial Primary Liquidity Facility Reserve Account.

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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the applicable Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of the such Liquidity Facility Provider under the such Liquidity Facility are earlier terminated in accordance with the such Liquidity Facility). Whether or not the Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall advise the Subordination Agent, no BACK earlier than the 40th day (or, if earlier, the date of such Liquidity Provider's receipt of such request, if any, from the Subordination Agent) and no later than the 25th day prior to the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the "Consent Period"), whether, in its sole discretion, it agrees to extend such Stated Expiration Date. If (A) on or before the date on which is 10 days prior to the Stated Expiration Datesuch Consent Period ends, (A) the such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.5(e) hereof or and (B) the applicable Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative 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 (whether or not the Administrative Agent has in fact requested an extension)for such Liquidity Facility, the Administrative Subordination Agent shall immediatelyshall, on the date on which such Consent Period ends (or as soon as possible 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.5(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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date 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 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 such Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider may, but shall not be obligated to, by a notice (a "Consent Notice") to the Subordination Agent, given during the period commencing on the date that is 60 days prior to the stated Expiration Date then in effect and ending on the date that is 25 days prior to the Stated Expiration Date then in effect (unless the obligations of the for such Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance (such period, with the respect to such Liquidity Facility, the "Consent Period"). If on or before , advise the date which is 10 days prior Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided, however, that any such extension shall not be effective with respect to such Liquidity Provider if by a notice (a "Withdrawal Notice") to the Subordination Agent during the applicable Consent Period such Liquidity Provider revokes its agreement to extend contained in its Consent Notice. If (A) the on or before such 25th day, such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d) hereof or 3.6(e), and (B) the a Withdrawal Notice has been given with respect to such Liquidity Facility during the applicable Consent Period or the applicable Liquidity Provider fails irrevocably and unconditionally shall not have agreed to advise extend the Administrative Agent that such Stated Expiration Date then in effect shall be so extended (whether or not pursuant to a Consent Notice delivered with respect to such Liquidity Facility within the Administrative Agent has in fact requested an extension)applicable Consent Period, the Administrative Subordination Agent shall immediatelyshall, on such 25th day (or as soon as possible 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; 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 Available Amount thereunderapplicable 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 deposited into maintained and invested in accordance with Section 3.6(f) hereof. If a Non-Extension Drawing shall have been made and the applicable Liquidity Provider shall not have been replaced 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, the applicable Liquidity Provider may, within 30 days after the date of such Non-Extension Drawing, elect in writing to 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 foregoing, so long as MSCS is the Liquidity Provider for the Class G Liquidity Facility Reserve Account.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 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 under the Non-Extended Facility of all available and undrawn amounts thereunder

Non-Extension Drawings. If the 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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th 45th day and no later than the 30th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the applicable Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of the such Liquidity Facility Provider under the such Liquidity Facility are earlier terminated in accordance with the such Liquidity Facility). Whether or not the Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall advise the Subordination Agent, no earlier than the 30th day (or, if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and no later than the 25th day prior to the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the “Consent Period”), whether, in its sole discretion, it agrees to extend such Stated Expiration Date. If (A) on or before the date on which is 10 days prior to the Stated Expiration Datesuch Consent Period ends, (A) the such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.5(e) hereof or and (B) the applicable Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative 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 (whether or not the Administrative Agent has in fact requested an extension)for such Liquidity Facility, the Administrative Subordination Agent shall immediatelyshall, on the date on which such Consent Period ends (or as soon as possible 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”) for of the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.5(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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). If on or before The Liquidity Provider may advise the date which is 10 Borrower, no earlier than 40 days and no later than 25 days prior to such Stated Expiration Date, that it agrees to so extend the Stated Expiration Date, but, in any event, without the necessity of any action on the part of the Liquidity Provider, such Stated Expiration Date shall automatically be so extended, unless the Liquidity Provider advises the Subordination Agent on or before the 25th day prior to such Stated Expiration Date that such Stated Expiration Date shall not be so extended in which event and (A) the if such Liquidity Facility shall not have been replaced in accordance with Section 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 extension3.6(e)), the Administrative Subordination Agent shall immediatelyshall, on such 25th day (or as soon as possible thereafter), in accordance with 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(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”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans 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 Liquidity Provider has received a request from the Subordination Agent, the Liquidity Provider may, but shall not be obligated to, advise the Subordination Agent, no earlier than the 40th day (or, if earlier, the date of such Liquidity Provider's receipt of such request, if any, from the Subordination Agent) and no later than the 25th day prior to the Stated Expiration Date then in effect (unless the obligations of for the Liquidity Facility of such Liquidity Provider under the Liquidity Facility are earlier terminated in accordance (such period, with the respect to such Liquidity Facility, the "CONSENT PERIOD"), whether, in its sole and absolute discretion, it agrees to so extend the Stated Expiration Date. If If, on or before the date on which is 10 days prior to the Stated Expiration Datesuch Consent Period ends, (A) the such Liquidity Facility shall not have been so extended or replaced in accordance with Section 3.10(d) hereof 3.6(e), or (B) if the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative 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 (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, on the date on which such Consent Period ends (or as soon as possible thereafter), 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") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a any Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(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”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th 180th day and no later than the 30th 90th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier for a period of (i) the date which is 15 364 days after the Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). If The Liquidity Provider shall advise the Subordination Agent, no earlier than 90 days and no later than 60 days prior to such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If, on or before the date which is 10 days such 25th day prior to the Stated Expiration Date, (A) the such Liquidity Facility shall not have been so extended or replaced in accordance with Section 3.10(d) hereof 3.6(e), or (B) if the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Subordination Agent that such on or before the 25th day prior to the Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, 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"NON-Extended Facility”EXTENDED FACILITY"), request a drawing under such expiring Liquidity Facility (such drawing, a “Non"NON-Extension Drawing”EXTENSION DRAWING") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a any Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(f) hereof.

Non-Extension Drawings. If the With respect to a Liquidity Facility that is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is earlier than 15 days after the Final Maturity Legal Distribution Date with respect to (the ACS Group Loans“Final Expiration Date”) for the related Class of Certificates, then, no earlier than if before the 60th day and no later than the 30th 25th day prior to the applicable such Stated Expiration Date then in effect(such 25th day, the Administrative Agent “Notice Date”) the relevant Liquidity Provider shall request that not have extended the applicable Liquidity Facility Provider extend to the earlier of 364 days after such Stated Expiration Date until the earlier of (i) the date which is 15 days after the or such Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless or shall have advised the obligations of Subordination Agent that the applicable Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance with the Liquidity Facility). If shall not be so extended, and on or before the date which is 10 days prior to the Stated Expiration Date, (A) the Notice Date such Liquidity Facility shall not have been replaced in accordance with Section 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 extension3.5(e), the Administrative Subordination Agent shall immediatelyshall, on the Notice Date (or as soon as possible thereafter and in any event not later than the Stated Expiration Date), in accordance with the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a drawing under such Liquidity Non-Extended Facility (such drawing, a “Non-Extension Drawing”) for of the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.5(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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, then no earlier than the 60th day and no later than the 30th 40th day prior to the then applicable Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request in writing that the such Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). 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 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, 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, the Liquidity Provider revokes the Consent Notice. If the Liquidity Provider advises the Subordination Agent in the Consent Notice that such Stated Expiration Date shall not be so 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 date which is 10 days prior to end of the Consent Period that such Stated Expiration DateDate shall be so extended (and, (A) in each case, if the Liquidity Facility Provider shall not have been replaced in accordance with Section 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 extension3.06(e)), the Administrative Subordination Agent shall immediatelyshall, 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into maintained and invested in accordance with Section 3.06(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the Liquidity Provider shall not have been replaced, then at any time following the 30th day after such Non-Extension Drawing, the Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the Liquidity Facility Reserve Accounton the terms of the existing Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event 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 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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, then no earlier than the 60th day and no later than the 30th 40th day prior to the then applicable Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request in writing that the such Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (unless the obligations of the such Intercreditor Agreement (2009-1) (2009-1 EETC) 32 Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the 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 date which is 10 days 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 Stated Expiration Dateend of the Consent Period (and, (A) the in each case, if such Liquidity Facility Provider shall not have been replaced in accordance with Section 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 extension3.05(e)), the Administrative Subordination Agent shall immediatelyshall, 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”) for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into 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 Reserve Accounton 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 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 fifteen (15) days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than if before the 60th day and no later than the 30th 25th day prior to any anniversary date of the applicable Stated Expiration Class AA/A Closing Date then (in effectthe 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 Administrative Agent shall request that “Notice Date”) the Liquidity Provider shall have advised the Subordination Agent that such Liquidity Facility Provider extend shall not be extended beyond the Stated Expiration Date until the earlier of (i) the immediately following anniversary date which is 15 days after the Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the Class AA/A Closing Date (in the case of the Class AA Liquidity Facility Provider under and the Liquidity Facility are earlier terminated in accordance with the Class A Liquidity Facility). If ) or the Class B Closing Date (in the case of the Class B Liquidity Facility) and on or before the date which is 10 days prior to the Stated Expiration Date, (A) the Notice Date such Liquidity Facility shall not have been replaced in accordance with Section 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 extension3.05(e), the Administrative Subordination Agent shall immediatelyshall, in accordance with on the terms 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 Liquidity Non-Extended Facility (such drawing, a “Non-Extension Drawing”) for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non39 A&R Intercreditor Agreement (2017-Extension Drawing shall be deposited into the Liquidity Facility Reserve Account.2) American Airlines Aircraft EETC

Non-Extension Drawings. If the 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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Pass Through Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier for a period of (i) the date which is 15 364 days after the Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). If on or before The Liquidity Provider shall advise the date which is 10 Subordination Agent, no earlier than 40 days and no later than 25 days prior to such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If, (A) the on or before such 25th day, such Liquidity Facility shall not have been so extended or replaced in accordance with Section 3.10(d) hereof 3.6(e), or (B) if the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Subordination Agent that such on or before the 25th day prior to the Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a any Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(f) hereof.

Non-Extension Drawings. If the Liquidity Facility is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 fifteen (15) days after the Final Maturity Date with respect to for the ACS Group LoansInitial Class A Notes and Initial Class B Notes, then, then no earlier than the 60th day and no later than the 30th day prior to the applicable Stated Expiration Date then in effect, the Administrative Agent Cash Manager may (but shall not be obligated to) request that the Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 fifteen (15) days after the Final Maturity Date with respect to the ACS Group Loans Initial Notes and (ii) the date that is immediately preceding the 364th day occurring after not more than 364 days from the Stated Expiration Date then in effect (unless the obligations of the Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance with the Liquidity Facility). If on or before no earlier than the 40th day (or, if earlier, the date which is 10 of the Liquidity Facility Provider’s receipt of such request, if any, from the Issuer) and 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 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 the Stated Expiration Date, (A) Date the Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.14(e) 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)hereof, the Administrative Agent Cash Manager shall immediately, in accordance with the terms of the Liquidity Facility (thereafter, a “Non-Extended Facility”), request a drawing under such Liquidity Facility (such drawing, a “Non-Extension Drawing”) for the Available Amount thereunderAmount. Amounts drawn advanced pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve AccountAccount to the extent of the Available Amount. If the Liquidity Facility Provider does not give a Non-Extension Notice, then the effective Stated Expiration Date shall be automatically extended to the earlier of (i) the date that is fifteen (15) days after the Final Maturity Date for the Initial Class A Notes and Initial Class B Notes, and (ii) the date that is 364 days from the then effective Stated Expiration Date.

Non-Extension Drawings. If the 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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Primary Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of the such Primary Liquidity Facility Provider under the such Primary Liquidity Facility are earlier terminated in accordance with the such Primary Liquidity Facility). Whether or not the Primary Liquidity Provider has received a request from the Subordination Agent, such Primary Liquidity Provider shall advise the Subordination Agent, no earlier than the 40th day (or, if earlier, the date of such Primary Liquidity Provider's receipt of such request, if any, from the Subordination Agent) and no later than the 25th day prior to the Stated Expiration Date then in effect for such Primary Liquidity Facility (such period, with respect to such Primary Liquidity Facility, the "CONSENT PERIOD"), whether, in its sole discretion, it agrees to extend such Stated Expiration Date. If (A) on or before the date on which is 10 days prior to the Stated Expiration Datesuch Consent Period ends, (A) the such Primary Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.6(e) hereof or and (B) the applicable Primary Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent Borrower on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended (whether or not the Administrative Agent has in fact requested an extension)for such Primary Liquidity Facility, the Administrative Subordination Agent shall immediatelyshall, on the date on which such Consent Period ends (or as soon as possible thereafter), in accordance with 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") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date 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 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 such Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider may, but shall not be obligated to, by a notice (a "Consent Notice") to the Subordination Agent, given during the period commencing on the date that is 60 days prior to the stated Expiration Date then in effect and ending on the date that is 25 days prior to the Stated Expiration Date then in effect (unless the obligations of the for such Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance (such period, with the respect to such Liquidity Facility, the "Consent Period"). If on or before , advise the date which is 10 days prior Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided, however, that any such extension shall not be effective with respect to such Liquidity Provider if by a notice (a "Withdrawal Notice") to the Subordination Agent during the applicable Consent Period such Liquidity Provider revokes its agreement to extend contained in its Consent Notice. If (A) the on or before such 25th day, such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d) hereof or 3.6(e), and (B) the a Withdrawal Notice has been given with respect to such Liquidity Facility during the applicable Consent Period or the applicable Liquidity Provider fails irrevocably and unconditionally shall not have agreed to advise extend the Administrative Agent that such Stated Expiration Date then in effect shall be so extended (whether or not pursuant to a Consent Notice delivered with respect to such Liquidity Facility within the Administrative Agent has in fact requested an extension)applicable Consent Period, the Administrative Subordination Agent shall immediatelyshall, on such 25th day (or as soon as possible 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; 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 Available Amount thereunderapplicable 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 deposited into maintained and invested in accordance with Section 3.6(f) hereof. If a Non-Extension Drawing shall have been made and the applicable Liquidity Provider shall not have been replaced 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, the applicable Liquidity Provider may, within 30 days after the date of such Non-Extension Drawing, elect in writing to renew the applicable Liquidity Facility Reserve Accounton 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).

Non-Extension Drawings. If the 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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall may request that the such Primary Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (unless the obligations of the such Primary Liquidity Facility Provider under the such Primary Liquidity Facility are earlier terminated in accordance with the such Primary Liquidity Facility). If Whether or not the Primary Liquidity Provider has received a request from the Subordination Agent, such Primary Liquidity Provider shall, by a notice to the Subordination Agent, given during the period commencing on or before the date which that is 10 60 days prior to the Stated Expiration Date then in effect and ending on the date that is 25 days prior to 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 consents to such extension of such Stated Expiration Date; provided, however, that any such consent shall not be effective with respect to such Primary Liquidity Provider if by a notice (a "Withdrawal Notice") to the Subordination Agent during the applicable Consent Period such Primary Liquidity Provider revokes its consent. If (A) the on or before such 25th day, such Primary Liquidity Facility shall not have been replaced in accordance with Section 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 extension3.6(e), the Administrative Agent shall immediately, in accordance with the terms of the Liquidity Facility (a “Non-Extended Facility”), request a drawing under such Liquidity Facility (such drawing, a “Non-Extension Drawing”) for the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Account.and

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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, then no earlier than the 60th day and no later than the 30th 40th day prior to the then applicable Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request in writing that the such Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the 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 date which is 10 days 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 Stated Expiration Dateend of the Consent Period (and, (A) the in each case, if such Liquidity Facility Provider shall not have been replaced in accordance with Section 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 extension3.05(e)), the Administrative Subordination Agent shall immediatelyshall, 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”) for of the Available Amount Amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into 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 Reserve Accounton 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 the 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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of the such Liquidity Facility Provider under the such Liquidity Facility are earlier terminated in accordance with the such Liquidity Facility). If Whether or not the Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider may, but shall not be obligated to, by a notice (a "CONSENT NOTICE") to the Subordination Agent, given during the period commencing on or before the date which that is 10 60 days prior to the Stated Expiration Date 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, which consent may be given or withheld by such Liquidity Provider in its absolute and sole discretion; PROVIDED, HOWEVER, that such extension shall not be effective with respect to such Liquidity Provider if by a notice (a "WITHDRAWAL Notice") to the Subordination Agent during the applicable Consent Period such Liquidity Provider revokes its Consent Notice. If (A) the on or before such 25th day, such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d) hereof or 3.6(e), and (B) the a Withdrawal Notice has been given with respect to such Liquidity Facility during the applicable Consent Period or the applicable Liquidity Provider fails irrevocably and unconditionally shall not have delivered a Consent Notice with respect to advise such Liquidity Facility within 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)applicable Consent Period, the Administrative Subordination Agent shall immediatelyshall, on such 25th day (or as soon as possible thereafter), in accordance with 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-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 Non-Extended Facility, request a Non-Extension Drawing”) for Drawing under the Available Amount Non-Extended Facility of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(f) hereof.

Non-Extension Drawings. If the Initial Liquidity Facility is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Maturity Date with respect to the ACS Group LoansClass G-1 Notes, then, no earlier than the 60th day and no later than the 30th day prior to the applicable Stated Expiration Date then in effect, the Administrative Agent Cash Manager shall request that the Initial Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the Final Maturity Date with respect to the ACS Group Loans Class G-1 Notes and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the Initial Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance with the Initial Liquidity Facility). If on or before the date which is 10 days prior to the Stated Expiration Date, (A) the Initial Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.14(e) hereof or (B) the Initial Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent Cash Manager that such Stated Expiration Date then in effect shall be so extended (whether or not the Administrative Agent Cash Manager has in fact requested an extension), the Administrative Agent Cash Manager shall immediately, in accordance with the terms of the Initial Liquidity Facility (a “Non-Extended Facility”), request a drawing under such Liquidity Facility (such drawing, a “Non-Extension Drawing”) for the Available Amount and, if on or prior to the second anniversary of the Closing Date, the Available Budgeted Cash Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into (x) the Liquidity Facility Reserve AccountAccount to the extent of the Available Amount and (y) the Budgeted Cash Reserve Account to the extent of the Available Budgeted Cash Amount.

Non-Extension Drawings. If the 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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the applicable Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of the such Liquidity Facility Provider under the such Liquidity Facility are earlier terminated in accordance with the such Liquidity Facility). Whether or not the Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall advise the Subordination Agent, no earlier than the 40th day (or, if earlier, the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and no later than the 25th day prior to the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the “Consent Period”), whether, in its sole discretion, it agrees to extend such Stated Expiration Date. If (A) on or before the date on which is 10 days prior to the Stated Expiration Datesuch Consent Period ends, (A) the such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.5(e) hereof or and (B) the applicable 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 Administrative Agent shall immediately, in accordance with the terms of the Liquidity Facility (a “Non-Extended Facility”), request a drawing under such Liquidity Facility (such drawing, a “Non-Extension Drawing”) for the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Account.and

Non-Extension Drawings. If the Initial Liquidity Facility is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Maturity Date with respect to the ACS Group LoansClass G-1 Notes, then, no earlier than the 60th day and no later than the 30th day prior to the applicable Stated Expiration Date then in effect, the Administrative Agent Cash Manager shall request that the Initial Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the Final Maturity Date with respect to the ACS Group Loans Class G-1 Notes and (ii) the date that is immediately preceding the 364th day occurring after following the Stated Expiration Date then in effect (unless the obligations of the Initial Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance with the Initial Liquidity Facility). If on or before the date which is 10 days prior to the Stated Expiration Date, (A) the Initial Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.14(e) hereof or and (B) the Initial Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent Cash Manager that such Stated Expiration Date then in effect shall be so extended (whether or not the Administrative Agent Cash Manager has in fact requested an extension), the Administrative Agent Cash Manager shall immediately, in accordance with the terms of the Initial Liquidity Facility (a “Non-Extended Facility”), request a drawing under such Liquidity Facility (such drawing, a “Non-Extension Drawing”) for the Available Amount thereunderAmount. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve AccountAccount to the extent of the Available Amount.

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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier for a period of (i) the date which is 15 364 days after the Final Maturity Stated Expiration Date (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with respect such Liquidity Facility). The Liquidity Provider shall advise the Subordination Agent, no earlier than 40 days and no later than 25 days prior to such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the ACS Group Loans Stated Expiration Date. If on or before such 25th day, the Liquidity Provider fails 38 42 irrevocably and (ii) unconditionally to advise the date that is immediately preceding Subordination Agent on or before the 364th 25th day occurring after prior to the Stated Expiration Date then in effect (unless the obligations of the Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance with the Liquidity Facility). If on or before the date which is 10 days prior to the that such Stated Expiration Date, (A) the Date shall be so extended and such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.6(e) 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)hereof, the Administrative Subordination Agent shall immediatelyshall, on such 25th day (or as soon as possible 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into maintained and invested in accordance with Section 3.6(f) hereof. Notwithstanding the foregoing provisions of this Section 3.6(d), so long as MSCS is the Liquidity Provider for any 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 Non-Extended Facility, request a Non-Extension Drawing under the Non-Extended Facility Reserve Accountof all available and undrawn amounts thereunder.

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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier for a period of (i) the date which is 15 364 days after the Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). If on or before The Liquidity Provider shall advise the date which is 10 Borrower, no earlier than 40 days and no later than 25 days prior to such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If, (A) the on or before such 25th day, such Liquidity Facility shall not have been so extended or replaced in accordance with Section 3.10(d) hereof 3.6(e), or (B) if the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent that such Borrower on or before the 25th day prior to the Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, 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-"Non- Extension Drawing”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(f) hereof.

Non-Extension Drawings. If the Liquidity Facility 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 Maturity Legal Distribution Date with respect to the ACS Group Loans, for such Class of Certificates then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier for a period of (i) the date which is 15 364 days after the Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). If on or before The Liquidity Provider shall advise the date which is 10 Subordination Agent, no earlier than 40 days and no later than 25 days prior to such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If, (A) the on or before such 25th day, such Liquidity Facility shall not have been so extended or replaced in accordance with Section 3.10(d) hereof 3.6(e), or (B) if the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Subordination Agent that such on or before the 25th day prior to the Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, 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 “the "Non-Extension Drawing”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested as provided in Section 3.6(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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, then no earlier than the 60th day and no later than the 30th 40th day prior to the then applicable Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request in writing that the such Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). If ; 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 which that is 10 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 Liquidity Provider has received a request from the Subordination Agent, the Liquidity Provider shall, 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, (A) . If the Liquidity Facility 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 (and, in each case, if the Liquidity Provider shall not have been replaced in accordance with Section 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 extension3.06(e)), the Administrative Subordination Agent shall immediatelyshall, 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into maintained and invested in accordance with Section 3.06(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the Liquidity Provider shall not have been replaced, then at any time following the 30th day after such Non-Extension Drawing, the Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the Liquidity Facility Reserve Accounton the terms of the existing Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event 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 the a Primary Liquidity Facility is scheduled to expire on a date (the “"Stated Expiration Date”") prior to the date that is 15 days after the Final Maturity Legal Distribution Date with respect to for the ACS Group LoansCertificates which have the benefit of such Primary Liquidity Facility, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectfor such Primary Liquidity Facility, the Administrative Subordination Agent shall request that the such Primary Liquidity Facility Provider extend the such Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of the applicable Primary Liquidity Facility Provider under the applicable Primary Liquidity Facility are earlier terminated in accordance with the such Primary Liquidity Facility). Whether or not a Primary Liquidity Provider has received a request from the Subordination Agent, a Primary Liquidity Provider shall advise a Subordination Agent, no earlier than the 40th day (or, if earlier, the date of such Primary Liquidity Provider's receipt of such request, if any, from the Subordination Agent) and no later than the 25th day prior to 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"), whether, in its sole discretion, it agrees to extend such Stated Expiration Date. If (A) on or before the date on which is 10 days prior to the Stated Expiration Datesuch Consent Period ends, (A) the an applicable Primary Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.5(e) hereof or and (B) the Primary Liquidity Provider providing such Primary Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative 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 (whether or not for the Administrative Agent has in fact requested an extension)applicable Primary Liquidity Facility, the Administrative Subordination Agent shall immediatelyshall, on the date on which such Consent Period ends (or as soon as possible thereafter), in accordance with 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.5(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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date 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 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 such Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider may, but shall not be obligated to, by a notice (a "Consent Notice") to the Subordination Agent, given during the period commencing on the date that is 60 days prior to the stated Expiration Date then in effect and ending on the date that is 25 days prior to the Stated Expiration Date then in effect (unless the obligations of the for such Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance (such period, with the respect to such Liquidity Facility, the "Consent Period"). If on or before the date which is 10 days prior , consent to the such extension of such Stated Expiration Date, which consent may be given or withheld by such Liquidity Provider in its absolute and sole discretion; provided, however, that such extension shall not be effective with respect to such Liquidity Provider if by a notice (a "Withdrawal Notice") to the Subordination Agent during the applicable Consent Period such Liquidity Provider revokes its Consent Notice. If (A) the on or before such 25th day, such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d) hereof or 3.6(e), and (B) the a Withdrawal Notice has been given with respect to such Liquidity Facility during the applicable Consent Period or the applicable Liquidity Provider fails irrevocably and unconditionally shall not have delivered a Consent Notice with respect to advise such Liquidity Facility within 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)applicable Consent Period, the Administrative Subordination Agent shall immediatelyshall, on such 25th day (or as soon as possible 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; 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 Available Amount thereunderapplicable 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 deposited into maintained and invested in accordance with Section 3.6(f) hereof. If a Non-Extension Drawing shall have been made and the applicable Liquidity Provider shall not have been replaced within 30 days 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, the applicable Liquidity Provider may elect in writing to renew the applicable Liquidity Facility Reserve Accounton 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).

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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th 45th day and no later than the 30th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the 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 such Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider may, but shall not be obligated to, by a notice to the Subordination Agent, given during the period commencing on the date that is 30 days prior to the stated Expiration Date then in effect and ending on the date that is 20 days prior to the Stated Expiration Date then in effect (unless the obligations of the Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance with the for such Liquidity Facility), advise the Subordination Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If such Liquidity Provider advises the Subordination Agent on or before the date which is 10 days 20th day prior to the Stated Expiration DateDate then in effect that such Stated Expiration Date shall not be so extended, or does not irrevocably and unconditionally advise the Subordination Agent on or before the 20th day prior to the Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended (A) the and, in each case, such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d) hereof or (B) the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent that 3.6(e)), such Stated Expiration Date then in effect shall not be so extended and the Subordination Agent shall, on such 20th day (whether or not the Administrative Agent has in fact requested an extensionas soon as possible thereafter), the Administrative Agent shall immediately, 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(f).

Non-Extension Drawings. If the 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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall may request that such Primary Liquidity Provider renew its obligations under the applicable Primary Liquidity Facility Provider extend for a period ending on a date (the Stated Expiration Date until "Renewal Date") that is the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (unless the obligations of the such Primary Liquidity Facility Provider under the such Primary Liquidity Facility are earlier terminated in accordance with the such Primary Liquidity Facility). If Whether or not the Primary Liquidity Provider has received a request from the Subordination Agent, such Primary Liquidity Provider shall, by a notice to the Subordination Agent, given during the period commencing on or before the date which that is 10 60 days prior to the Stated Expiration Date then in effect and ending on the date that is 25 days prior to 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 consents to 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 Date hereunder; provided, however, that any such consent shall not be effective with respect to such Primary Liquidity Provider if by a notice (Aa "Withdrawal Notice") to the Subordination Agent during the applicable Consent Period such Primary Liquidity Provider revokes its consent. If (x) on or before the date on which such Consent Period ends, such Primary Liquidity Facility shall not have been replaced in accordance with Section 3.10(d) hereof or 3.6(e), and (By) the applicable Primary Liquidity Provider shall not have advised the Subordination Agent that it consents to such renewal of such Primary Liquidity Facility Provider fails irrevocably and unconditionally within the applicable Consent Period or a Withdrawal Notice has been given with respect to advise such Primary Liquidity Facility during 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)applicable Consent Period, the Administrative Subordination Agent shall immediatelyshall, on the date on which such Consent Period ends (or as soon as possible thereafter), in accordance with 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”") for of the Maximum Available Amount Commitment thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(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 Maturity Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier for a period of (i) the date which is 15 364 days after the Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). If on or before The Liquidity Provider shall advise the date which is 10 Borrower, no earlier than 40 days and no later than 25 days prior to such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If, (A) the on or before such 25th day, such Liquidity Facility shall not have been so extended or replaced in accordance with Section 3.10(d) hereof 3.6(e), or (B) if the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent that such Borrower on or before the 25th day prior to the Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(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”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier for a period of (i) the date which is 15 364 days after the Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the such Liquidity Facility Provider under the such Liquidity Facility are earlier terminated in accordance with the Liquidity Facilitytherewith). If on or before The applicable Liquidity Provider shall advise the date which is 10 Borrower, no earlier than 40 days and no later than 25 days prior to the such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date for such Liquidity Facility. If (A) the on or before such 25th day, such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d) hereof or 3.6(e), and (B) the applicable Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent Borrower on or before such 25th day that such Stated Expiration Date then in effect shall be so extended (whether or not the Administrative Agent has in fact requested an extension)for such Liquidity Facility, the Administrative Subordination Agent shall immediatelyshall, 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"NON-Extended Facility”), EXTENDED FACILITY") request a drawing under such expiring Liquidity Facility (such drawing, a “Non"NON-Extension Drawing”) for the Available Amount EXTENSION DRAWING"), of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into maintained and invested in accordance with Section 3.6(f) hereof. 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 Reserve Accountor 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 Non-Extended Facility, request a Non-Extension Drawing under the Non-Extended Facility of all available and undrawn amounts thereunder.

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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, then no earlier than the 60th day and no later than the 30th 40th day prior to the then applicable Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request in writing that the such Liquidity Facility Provider Intercreditor Agreement (2010-1) (2010-1 EETC) extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the 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 date which is 10 days 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 Stated Expiration Dateend of the Consent Period (and, (A) the in each case, if such Liquidity Facility Provider shall not have been replaced in accordance with Section 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 extension3.05(e)), the Administrative Subordination Agent shall immediatelyshall, 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”) for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into 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 Reserve Accounton 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 the 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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of the such Liquidity Facility Provider under the such Liquidity Facility are earlier terminated in accordance with the such Liquidity Facility). If Whether or not the Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider may, but shall not be obligated to, by a notice (a "CONSENT NOTICE") to the Subordination Agent, given during the period commencing on or before the that is 60 days prior to the stated Expiration Date then in effect and ending on the date which that is 10 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, which consent may be given or withheld by such Liquidity Provider in its absolute and sole discretion; PROVIDED, HOWEVER, that such extension shall not be effective with respect to such Liquidity Provider if by a notice (a "WITHDRAWAL NOTICE") to the Subordination Agent during the applicable Consent Period such Liquidity Provider revokes its Consent Notice. If (A) the on or before such 25th day, such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d) hereof or 3.6(e), and (B) the a Withdrawal Notice has been given with respect to such Liquidity Facility during the applicable Consent Period or the applicable Liquidity Provider fails irrevocably and unconditionally shall not have delivered a Consent Notice with respect to advise such Liquidity Facility within 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)applicable Consent Period, the Administrative Subordination Agent shall immediatelyshall, on such 25th day (or as soon as possible thereafter), in accordance with 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") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, then no earlier than the 60th day and no later than the 30th 40th day prior to the then applicable Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request in writing that the such Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the Subordination Agent, 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 the Liquidity Provider advises the Subordination Agent on or before the date which is 10 days 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 Stated Expiration Dateend of the Consent Period (and, (A) in each case, if the Liquidity Facility Provider shall not have been replaced in accordance with Section 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 extension3.05(e)), the Administrative Subordination Agent shall immediatelyshall, 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”) for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into 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 Liquidity Provider shall not have been replaced, then at any time following the 45th day after such Non-Extension Drawing, the Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the Liquidity Facility Reserve Accounton the terms of the existing Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event 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 NonExtension Drawing.

Non-Extension Drawings. If any Liquidity Facility, other than the initial WestLB Liquidity Facility 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 Maturity Date with respect to the ACS Group LoansLegal Distribution Date, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable Stated Expiration Date then in effect, the Administrative Subordination Agent shall request that the relevant Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (unless the obligations of the such Liquidity Facility Provider under the such Liquidity Facility are earlier terminated in accordance with the such Liquidity Facility). Whether or not such Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall advise the Subordination Agent, no earlier than the 40th day (or, if earlier, the date of such Liquidity Provider's receipt of such request, if any, from the Subordination Agent) and no later than the 25th day prior to the Stated Expiration Date then in effect for such Liquidity Facility (such period, the "CONSENT PERIOD"), whether, in its sole discretion, it agrees to extend such Stated Expiration Date. If (A) on or before the date on which is 10 days prior to the Stated Expiration Datesuch Consent Period ends, (A) the such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.6(e) hereof or and (B) the such Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent Borrower on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, on the date on which such Consent Period ends (or as soon as possible thereafter), in accordance with 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") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into maintained and invested in accordance with Section 3.6(f) hereof. If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the related Liquidity Provider shall not have been replaced, then at any time following the 30th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate its Liquidity Facility Reserve Accounton the terms of its existing 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 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 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 Maturity Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier for a period of (i) the date which is 15 364 days after the Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). If on or before The Liquidity Provider shall advise the date which is 10 Borrower, no earlier than 40 days and no later than 25 days prior to such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If, (A) the on or before such 25th day, such Liquidity Facility shall not have been so extended or replaced in accordance with Section 3.10(d) hereof 3.6(e), or (B) if the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent that such Borrower on or before the 25th day prior to the Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Account.drawn

Non-Extension Drawings. If the Liquidity Initial Credit Facility is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Maturity Date with respect to the ACS Group LoansSubclass A-1 Securities, then, no earlier than the 60th day and no later than the 30th day prior to the applicable Stated Expiration Date then in effect, the Administrative Agent Cash Manager shall request that the Liquidity Initial Credit Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Date with respect to the ACS Group Loans Subclass A-1 Securities and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the Liquidity Initial Credit Facility Provider under the Liquidity Initial Credit Facility are earlier terminated in accordance with the Liquidity Initial Credit Facility). If on or before the date which is 10 days prior to the Stated Expiration Date, (A) the Liquidity Initial Credit Facility shall not have been replaced in accordance with Section 3.10(d3.12(e) hereof or (B) the Liquidity Initial Credit Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent Cash Manager that such Stated Expiration Date then in effect shall be so extended (whether or not the Administrative Agent Cash Manager has in fact requested an extension), the Administrative Agent Cash Manager shall immediately, in accordance with the terms of the Liquidity Initial Credit Facility (a “Non-Extended Facility”), request a drawing under such Liquidity Initial Credit Facility (such drawing, a “Non-Extension Drawing”) for the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Credit Facility Reserve Account.

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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier for a period of (i) the date which is 15 364 days after the Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). If The Liquidity Provider shall advise the Subordination Agent, no earlier than 40 days and no later than 25 days prior to such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If, on or before the date which is 10 days 25th day prior to the Stated Expiration Date, (A) the such Liquidity Facility shall not have been so extended or replaced in accordance with Section 3.10(d) hereof 3.6(e), or (B) if the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Subordination Agent that such on or before the 25th day prior to the Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a any Non-Extension Drawing shall be deposited into maintained and invested in accordance with Section 3.6(f) hereof. Notwithstanding the foregoing provisions of this Section 3.6(d), so long as MSCS is the Liquidity Provider for any 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 Non-Extended Facility, request a Non-Extension Drawing under the Non-Extended Facility Reserve Accountof all available and undrawn amounts thereunder.

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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectfor such class of Certificates, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the such Stated Expiration Date until to the earlier of (i) the date which is 15 fifteen days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date day that is the day immediately preceding the 364th day occurring after the such Stated Expiration Date then in effect (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). If on or before Such Liquidity Provider shall advise the date which is 10 Subordination Agent, no earlier than 40 days and no later than 25 days prior to the Stated Expiration Date, (A) whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If, on or before such 25th day, such Liquidity Facility shall not have been so extended or replaced in accordance with Section 3.10(d) hereof 3.6(e), or (B) if the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Subordination Agent that such on or before the 25th day prior to the Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier for a period of (i) the date which is 15 364 days after the Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). If on or before The Liquidity Provider shall advise the date which is 10 Borrower, no earlier than 40 days and no later than 25 days prior to such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If, (A) the on or before such 25th day, such Liquidity Facility shall not have been so extended or replaced in accordance with Section 3.10(d) hereof 3.6(e), or (B) if the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent that such Borrower on or before the 25th day prior to the 33 37 Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(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”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of the such Liquidity Facility Provider under the such Liquidity Facility are earlier terminated in accordance with the such Liquidity Facility). Whether or not the Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall advise the Subordination Agent, no earlier than the 40th day (or, if earlier, the date of such Liquidity Provider's receipt of such request, if any, from the Subordination Agent) and no later than the 25th day prior to the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the "CONSENT PERIOD"), whether, in its sole discretion, it agrees to extend such Stated Expiration Date. If (A) on or before the date on which is 10 days prior to the Stated Expiration Datesuch Consent Period ends, (A) the such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.6(e) hereof or and (B) the applicable Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent Borrower on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended (whether or not the Administrative Agent has in fact requested an extension)for such Liquidity Facility, the Administrative Subordination Agent shall immediatelyshall, on the date on which such Consent Period ends (or as soon as possible thereafter), in accordance with 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") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(f) hereof.

Non-Extension Drawings. If the Liquidity Facility is scheduled to expire on a date (the “Stated Expiration Date”) prior to the date that is 15 days after the Final Maturity Legal Distribution Date with respect to for the ACS Group LoansClass A Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of the Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance with the Liquidity Facility). Whether or not the Liquidity Provider has received a request from the Subordination Agent, the Liquidity Provider shall advise the Subordination Agent, no earlier than the 40th day (or, if earlier, the date of the Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and no later than the 25th day prior to the Stated Expiration Date then in effect for the Liquidity Facility (such period, the “Consent Period”), whether, in its sole discretion, it agrees to extend such Stated Expiration Date. If (A) on or before the date on which is 10 days prior to the Stated Expiration Datesuch Consent Period ends, (A) the Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.5(e) hereof or and (B) the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative 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 (whether or not for the Administrative Agent has in fact requested an extension)Liquidity Facility, the Administrative Subordination Agent shall immediatelyshall, on the date on which such Consent Period ends (or as soon as possible thereafter), in accordance with the terms of the Liquidity Facility (a “Non-Extended Facility”), request a drawing under such the Liquidity Facility (such drawing, a “Non-Extension Drawing”) for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.5(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”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of the such Liquidity Facility Provider under the such Liquidity Facility are earlier terminated in accordance with the such Liquidity Facility). Whether or not the Liquidity Provider has received a request from the Subordination Agent, such Liquidity Provider shall advise the Subordination Agent, no earlier than the 40th day (or, if earlier, the date of such Liquidity Provider's receipt of such request, if any, from the Subordination Agent) and no later than the 25th day prior to the Stated Expiration Date then in effect for such Liquidity Facility (such period, with respect to such Liquidity Facility, the "CONSENT PERIOD"), whether, in its sole discretion, it agrees to extend such Stated Expiration Date. If (A) on or before the date on which is 10 days prior to the Stated Expiration Datesuch Consent Period ends, (A) the such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.6(e) hereof or and (B) the applicable Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent Borrower on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended (whether or not the Administrative Agent has in fact requested an extension)for such Liquidity Facility, the Administrative Subordination Agent shall immediatelyshall, on the date on which such Consent Period ends (or as soon as possible thereafter), in accordance with the terms of the Liquidity Facility (a “Non-Extended Facility”), request a drawing under such Liquidity Facility (such drawing, a “Non-Extension Drawing”) for the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Account.expiring

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 fifteen (15) days after the Final --------------- Maturity Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable such Stated Expiration Date then in effect(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 Administrative Subordination Agent shall request that the Liquidity Provider for such Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (as hereinafter defined) (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance with the such Liquidity Facility). Whether or not the Liquidity Provider has received such a request from the Subordination Agent, the Liquidity Provider shall advise the Subordination Agent, no earlier than the 40/th/ day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Subordination Agent), and no later than the 25th day prior to the Stated Expiration Date (such period, with respect to such Liquidity Facility, the "Consent Period"), whether, -------------- in its sole discretion, it agrees to so extend the Stated Expiration Date. If (A) on or before the date on which is 10 days prior to the Stated Expiration Datesuch Consent Period ends, (A) the such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d) hereof or 3.6(e), and (B) the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Subordination Agent on or before the date on which such Consent Period ends that such the Stated Expiration Date then in effect shall be so extended (whether or not the Administrative Agent has in fact requested an extension)for such Liquidity Facility, the Administrative Subordination Agent shall immediatelyon the date on which such Consent Period ends (or as soon as possible 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”") for the Available Amount of all --------------------- available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Non- Extension Drawing shall be deposited into the Liquidity Facility Reserve Account.maintained and invested in accordance with Section ------- 3.6(f). ------

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”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (as hereinafter defined) (unless the obligations of the such Liquidity Facility Provider under the such Liquidity Facility are earlier terminated in accordance with the such Liquidity Facility). If on or before Such Liquidity Provider may, by a notice (a "CONSENT NOTICE") to the Subordination Agent, given during the period commencing with the date which of such Liquidity Provider's receipt of such request and ending on the date that is 10 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, which consent may be given or withheld by such Liquidity Provider in its absolute and sole discretion; PROVIDED, HOWEVER, that such extension shall not be effective with respect to such Liquidity Provider if by a notice (a "WITHDRAWAL NOTICE") to the Subordination Agent during the applicable Consent Period such Liquidity Provider either declines to consent to such extension or revokes its Consent Notice. If (A) the on or before such 25th day, such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d) hereof or 3.6(e), and (B) the a Withdrawal Notice has been given with respect to such Liquidity Facility or the applicable Liquidity Provider fails irrevocably and unconditionally to advise deliver a Consent Notice with respect to such Liquidity Facility within 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)applicable Consent Period, the Administrative Subordination Agent shall immediatelyshall, 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"NON-Extended Facility”EXTENDED FACILITY"), request a drawing under such expiring Liquidity Facility (such drawing, a “Non"NON-Extension Drawing”EXTENSION DRAWING") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, then no earlier than the 60th day and no later than the 30th 40th day prior to the then applicable Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request in writing that the such Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). Intercreditor Agreement (2011-1) (2011-1 EETC) 32 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 date which is 10 days 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 Stated Expiration Dateend of the Consent Period (and, (A) the in each case, if such Liquidity Facility Provider shall not have been replaced in accordance with Section 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 extension3.05(e)), the Administrative Subordination Agent shall immediatelyshall, 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”) for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into 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 Reserve Accounton 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 the 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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, then no earlier than the 60th day and no later than the 30th 40th day prior to the then applicable Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request in writing that the related Primary Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (unless the obligations of the such Primary Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Primary Liquidity Facility). Whether or not the applicable Primary Liquidity Provider has received such a request from the Subordination Agent, the Primary 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 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, 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, the Primary Liquidity Provider revokes its Consent Notice. If the Primary Liquidity Provider advises the Subordination Agent in the Consent 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 date which is 10 days prior to end of the Consent Period that such Stated Expiration DateDate shall be so extended (and, (A) in each case, if the Primary Liquidity Facility Provider shall not have been replaced in accordance with Section 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 extension3.06(e)), the Administrative Subordination Agent shall immediatelyshall, 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into maintained and invested in accordance with Section 3.06(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the Primary Liquidity Provider shall not have been replaced, then at any time following the 30th day after such Non-Extension Drawing, the Primary Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the Primary Liquidity Facility Reserve Accounton the terms of the existing Primary Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event 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.

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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, then no earlier than the 60th day and no later than the 30th 40th day prior to the then applicable Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request in writing that the such Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). Whether or not the applicable Liquidity Provider has received such a request from the Subordination Agent, 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 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, 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, the Liquidity Provider revokes its Consent Notice. If the Liquidity Provider advises the Subordination Agent in the Consent 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 date which is 10 days prior to end of the Consent Period that such Stated Expiration DateDate shall be so extended (and, (A) in each case, if the Liquidity Facility Provider shall not have been replaced in accordance with Section 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 extension3.06(e)), the Administrative Subordination Agent shall immediatelyshall, 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into maintained and invested in accordance with Section 3.06(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the Liquidity Provider shall not have been replaced, then at any time following the 30th day after such Non-Extension Drawing, the Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the Liquidity Facility Reserve Account.on the terms of the existing

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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, then no earlier than the 60th day and no later than the 30th 40th day prior to the then applicable Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request in writing that the such Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the 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 date which is 10 days 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 Stated Expiration Dateend of the Consent Period (and, (A) the in each case, if such Liquidity Facility Provider shall not have been replaced in accordance with Section 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 extension3.05(e)), the Administrative Subordination Agent shall immediatelyshall, 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”) for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into 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 Reserve Accounton 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 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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, then no earlier than the 60th day and no later than the 30th 40th day prior to the then applicable Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request in writing that the such Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). Whether or not the applicable Liquidity Provider has received such a request from the Subordination Agent, 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 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, 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, 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 the Liquidity Provider advises the Subordination Agent 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 date which is 10 days prior to end of the Consent Period that such Stated Expiration DateDate shall be so extended (and, (A) in each case, if the Liquidity Facility Provider shall not have been replaced in accordance with Section 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 extension3.06(e)), the Administrative Subordination Agent shall immediatelyshall, 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into maintained and invested in accordance with Section 3.06(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the Liquidity Provider shall not have been replaced, then at any time following the 30th day after such Non-Extension Drawing, the Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate the Liquidity Facility Reserve Accounton the terms of the existing Liquidity Facility for a period ending on the 364th day after the end of the Consent Period; provided, however, that in such event 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 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 fifteen (15) days after the Final Maturity Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable such Stated Expiration Date then in effect(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 Administrative Subordination Agent shall request that the Liquidity Provider for such Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (as hereinafter defined) (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance with the such Liquidity Facility). Whether or not the Liquidity Provider has received such a request from the Subordination Agent, the Liquidity Provider shall advise the Subordination Agent, no earlier than the 40th day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Subordination Agent), and no later than the 25th day prior to the Stated Expiration Date (such period, with respect to such Liquidity Facility, the "Consent Period"), whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If (A) on or before the date on which is 10 days prior to the Stated Expiration Datesuch Consent Period ends, (A) the such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d) hereof or 3.6(e), and (B) the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Subordination Agent on or before the date on which such Consent Period ends that such the Stated Expiration Date then in effect shall be so extended (whether or not the Administrative Agent has in fact requested an extension)for such Liquidity Facility, the Administrative Subordination Agent shall immediatelyon the date on which such Consent Period ends (or as soon as possible 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(f).

Non-Extension Drawings. If the any Liquidity Facility with respect to 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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, then no earlier than the 60th day and no later than the 30th 40th day prior to the then applicable Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request in writing that the related Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). If ; 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 which that is 10 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 during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date 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, however, that such extension shall not be effective with respect to such Liquidity Provider if, by notice (Athe "Withdrawal Notice") to the Subordination Agent prior to the end of the Consent Period, such Liquidity Facility Provider revokes its Consent Notice. If a Liquidity Provider advises the Subordination Agent in the Consent 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 (and, in each case, if such Liquidity Provider shall not have been replaced in accordance with Section 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 extension3.06(e)), the Administrative Subordination Agent shall immediatelyshall, 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into maintained and invested in accordance with Section 3.06(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days thereafter, the related Liquidity Provider shall not have been replaced, then at any time following the 30th day after such Non-Extension Drawing, such Liquidity Provider may, by written notice to the Subordination Agent, agree to reinstate its Liquidity Facility Reserve Accounton the terms of its existing 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 the any Primary Liquidity Facility with respect to the Class 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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Primary Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding 364 days after the 364th last day occurring after 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 Primary Liquidity Provider has received such request from the Subordination Agent, the Primary Liquidity Provider shall advise the Subordination Agent, no earlier than the 40th day (or, if earlier, the date of such Primary Liquidity Provider’s receipt of such request) and no later than the 25th day prior to the Stated Expiration Date then in effect (unless the obligations of the for such Primary Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance (such period, with the respect to such Primary Liquidity Facility, the “Consent Period”), whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If on or before the date which is 10 days prior to the Stated Expiration Datelast day of such Consent Period, (A) the such Primary Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.6(e) hereof or and (B) the Primary Liquidity Facility Provider fails to irrevocably and unconditionally to advise the Administrative Subordination 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)extended, the Administrative Subordination Agent shall immediatelyshall, on the last day of the Consent Period (or as soon as possible thereafter), in accordance with 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”) for of the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(f) hereof.

Non-Extension Drawings. If the any Liquidity Facility with respect to the Class 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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding 364 days after the 364th Stated Expiration Date (unless the obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such Liquidity Facility). Whether or not the Liquidity Provider has received such request from the Subordination Agent, the Liquidity Provider shall advise the Subordination Agent, no earlier than 40 days and no later than 25 days prior to such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If on or before such 25th day, the Liquidity Provider does not irrevocably and unconditionally advise the Subordination Agent on or before the 25th day occurring after prior to the Stated Expiration Date then in effect (unless the obligations of the Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance with the Liquidity Facility). If on or before the date which is 10 days prior to the that such Stated Expiration Date, Date shall be so extended (A) the and such Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.6(e) hereof or (B) the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent that hereof), such Stated Expiration Date then in effect shall not be so extended and the Subordination Agent shall, on such 25th day (whether or not the Administrative Agent has in fact requested an extensionas soon as possible thereafter), the Administrative Agent shall immediately, 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”") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(f) hereof.

Non-Extension Drawings. If the any Primary Liquidity Facility with respect to the Class 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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Primary Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the such Final Maturity Legal Distribution Date 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 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 Primary Liquidity Provider has received such request from the Subordination Agent, the Primary Liquidity Provider shall advise the Subordination Agent, no earlier than the 40th day (or, if earlier, the date of such Primary Liquidity Provider’s receipt of such request) and no later than the 25th day prior to the Stated Expiration Date then in effect (unless the obligations of the for such Primary Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance (such period, with the respect to such Primary Liquidity Facility, the “Consent Period”), whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If on or before the date which is 10 days prior to the Stated Expiration Datelast day of such Consent Period, (A) the such Primary Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.6(e) hereof or and (B) such Primary Liquidity Provider (x) advises the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Subordination Agent that such Stated Expiration Date then in effect shall not be so extended or (y) fails to irrevocably and unconditionally advise the Subordination Agent that such Stated Expiration Date shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, on the last day of the Consent Period (or as soon as possible thereafter), in accordance with 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”) for of the Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, then no earlier than the 60th day and no later than the 30th 40th day prior to the then applicable Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request in writing that the such Liquidity Facility Provider extend the Stated Expiration Date until to the earlier of (i) the date which that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loans for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the Consent Period (unless the obligations of the such Intercreditor Agreement (2009-1) AA Aircraft EETC Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the 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 date which is 10 days 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 Stated Expiration Dateend of the Consent Period (and, (A) the in each case, if such Liquidity Facility Provider shall not have been replaced in accordance with Section 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 extension3.05(e)), the Administrative Subordination Agent shall immediatelyshall, 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”) for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into 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 Reserve Accounton 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 the 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 Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Pass Through Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier for a period of (i) the date which is 15 364 days after the Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring or more after the Stated Expiration Date then in effect (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). If on or before The Liquidity Provider shall advise the date which is 10 Subordination Agent, no earlier than 40 days and no later than 25 days prior to such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If, (A) the on or before such 25th day, such Liquidity Facility shall not have been so extended or replaced in accordance with Section 3.10(d) hereof 3.6(e), or (B) if the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Subordination Agent that such on or before the 25th day prior to the Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, 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”") for of the Available Amount thereunder. Amounts drawn pursuant to a any Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(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”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Maturity Legal Distribution Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier for a period of (i) the date which is 15 364 days after the Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). If on or before The Liquidity Provider shall advise the date which is 10 Borrower, no earlier than 40 days and no later than 25 days prior to such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If, (A) the on or before such 25th day, such Liquidity Facility shall not have been so extended or replaced in accordance with Section 3.10(d) hereof 3.6(e), or (B) if the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent that such Borrower on or before the 25th day prior to the Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, 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"NON-Extended Facility”EXTENDED FACILITY"), request a drawing under such expiring Liquidity Facility (such drawing, a “Non"NON-Extension Drawing”EXTENSION DRAWING") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into maintained and invested in accordance with Section 3.6(f) hereof. Notwithstanding the immediately preceding three sentences, so long as AIG Matched Funding Corp. is the Liquidity Provider for any Facility, the Stated Expiration Date for such Facility Reserve Accountshall 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 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 under the Non-Extended Facility of all available and undrawn amounts thereunder.

Non-Extension Drawings. If the 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 Maturity Date with respect to the ACS Group LoansLegal Distribution Date, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the Liquidity Facility Provider extend the Stated Expiration Date until the earlier of (i) the date which is 15 days after the such Final Maturity Legal Distribution Date with respect to the ACS Group Loans and (ii) the date that is the day immediately preceding the 364th day occurring after the Stated Expiration Date then in effect last day of the applicable Consent Period (unless the obligations of the Liquidity Facility Provider under the Liquidity Facility are earlier terminated in accordance with the Liquidity Facility). Whether or not the Liquidity Provider has received a request from the Subordination Agent, the Liquidity Provider shall advise the Subordination Agent, no earlier than the 40th day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Subordination Agent) and no later than the 25th day prior to the Stated Expiration Date then in effect for the Liquidity Facility (such period, the "CONSENT PERIOD"), whether, in its sole discretion, it agrees to extend such Stated Expiration Date. If (A) on or before the date on which is 10 days prior to the Stated Expiration Datesuch Consent Period ends, (A) the Liquidity Facility shall not have been replaced in accordance with Section 3.10(d3.6(e) hereof or and (B) the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent Borrower on or before the date on which such Consent Period ends that such Stated Expiration Date then in effect shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, on the date on which such Consent Period ends (or as soon as possible thereafter), in accordance with 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") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(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”"STATED EXPIRATION DATE") prior to the date that is 15 days after the Final Maturity Date with respect to the ACS Group Loansfor such Class of Certificates, then, no earlier than the 60th day and no later than the 30th 40th day prior to the applicable then Stated Expiration Date then in effectDate, the Administrative Subordination Agent shall request that the such Liquidity Facility Provider extend the Stated Expiration Date until the earlier for a period of (i) the date which is 15 364 days after the Final Maturity Date with respect to the ACS Group Loans and (ii) the date that is immediately preceding the 364th day occurring after the Stated Expiration Date then in effect (unless the obligations of the such Liquidity Facility Provider under the Liquidity Facility thereunder are earlier terminated in accordance with the such Liquidity Facility). If on or before The Liquidity Provider shall advise the date which is 10 Borrower, no earlier than 40 days and no later than 25 days prior to such Stated Expiration Date, whether, in its sole discretion, it agrees to so extend the Stated Expiration Date. If, (A) the on or before such 25th day, such Liquidity Facility shall not have been so extended or replaced in accordance with Section 3.10(d) hereof 3.6(e), or (B) if the Liquidity Facility Provider fails irrevocably and unconditionally to advise the Administrative Agent that such Borrower on or before the 25th day prior to the Stated Expiration Date then in effect that such Stated Expiration Date shall be so extended (whether or not the Administrative Agent has in fact requested an extension)extended, the Administrative Subordination Agent shall immediatelyshall, 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"NON-Extended Facility”EXTENDED FACILITY"), request a drawing under such expiring Liquidity Facility (such drawing, a “Non"NON-Extension Drawing”EXTENSION DRAWING") for the Available Amount of all available and undrawn amounts thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be deposited into the Liquidity Facility Reserve Accountmaintained and invested in accordance with Section 3.6(f) hereof.