Revolving Credit Agreement (2007-1B), dated as of April 10, 2007


     

    


    


    


    
      	 


    

    


     

    REVOLVING
      CREDIT AGREEMENT

    (2007-1B)

     

    dated
      as
      of April 10, 2007

     

    between

     

    WILMINGTON
      TRUST COMPANY,

    as
      Subordination Agent,

    as
      Agent
      and Trustee for the

    Continental
      Airlines Pass Through Trust 2007-1B,

    as
      Borrower

     

    and

     

    RZB
      FINANCE LLC,

    as
      Liquidity Provider

     

     

    __________________________

     

    Relating
      to Continental Airlines

    Pass
      Through Trust 2007-1B 6.903% Continental Airlines

    Pass
      Through Certificates, Series 2007-1B

    __________________________

     

    


    
      	 


    

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF CONTENTS

     

    Page

    
      	
               

              ARTICLE I
                DEFINITIONS

            	
               

              1

            
	
              Section
                1.01 Certain Defined Terms

            	
              1

            
	
               

              ARTICLE II
                AMOUNT AND TERMS OF THE COMMITMENT

            	
               

              7

            
	
              Section
                2.01 The Advances

            	
              7

            
	
              Section
                2.02 Making the Advances

            	
              7

            
	
              Section
                2.03 Fees

            	
              9

            
	
              Section
                2.04 Reductions or Termination of the Maximum
                Commitment

            	
              9

            
	
              Section
                2.05 Repayments of Interest Advances or the Final
                Advance

            	
              10

            
	
              Section
                2.06 Repayments of Provider Advances

            	
              10

            
	
              Section
                2.07 Payments to the Liquidity Provider Under the
                Intercreditor Agreement

            	
              11

            
	
              Section
                2.08 Book Entries

            	
              12

            
	
              Section
                2.09 Payments from Available Funds
                Only

            	
              12

            
	
              Section
                2.10 Extension of the Expiry Date; Non-Extension
                Advance

            	
              12

            
	
               

              ARTICLE III
                OBLIGATIONS OF THE BORROWER

            	
               

              13

            
	
              Section
                3.01 Increased Costs

            	
              13

            
	
              Section
                3.02 Capital Adequacy

            	
              14

            
	
              Section
                3.03 Payments Free of Deductions

            	
              15

            
	
              Section
                3.04 Payments

            	
              16

            
	
              Section
                3.05 Computations

            	
              16

            
	
              Section
                3.06 Payment on Non-Business Days

            	
              16

            
	
              Section
                3.07 Interest

            	
              16

            
	
              Section
                3.08 Replacement of Borrower

            	
              18

            
	
              Section
                3.09 Funding Loss Indemnification

            	
              18

            
	
              Section
                3.10 Illegality

            	
              18

            
	
               

              ARTICLE IV
                CONDITIONS PRECEDENT

            	
               

              19

            
	
              Section
                4.01 Conditions Precedent to Effectiveness of
                Section 2.01

            	
              19

            
	
              Section
                4.02 Conditions Precedent to Borrowing

            	
              21

            
	
               

              ARTICLE V
                COVENANTS

            	
               

              21

            
	
              Section
                5.01 Affirmative Covenants of the
                Borrower

            	
              21

            
	
              Section
                5.02 Negative Covenants of the
                Borrower

            	
              21

            
	
               

              ARTICLE VI
                LIQUIDITY EVENTS OF DEFAULT

            	
               

              22

            
	
              Section
                6.01 Liquidity Events of Default

            	
              22

            
	
               

              ARTICLE VII
                MISCELLANEOUS

            	
               

              22

            


    


    
      
         

        
        

      

      
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    TABLE
      OF CONTENTS

    (continued)

    Page

     

    
      	
              Section
                7.01 Amendments, Etc.

            	
              22

            
	
              Section
                7.02 Notices, Etc.

            	
              22

            
	
              Section
                7.03 No Waiver; Remedies

            	
              23

            
	
              Section
                7.04 Further Assurances

            	
              23

            
	
              Section
                7.05 Indemnification; Survival of Certain
                Provisions

            	
              23

            
	
              Section
                7.06 Liability of the Liquidity
                Provider

            	
              23

            
	
              Section
                7.07 Costs, Expenses and Taxes

            	
              24

            
	
              Section
                7.08 Binding Effect; Participations

            	
              24

            
	
              Section
                7.09 Severability

            	
              26

            
	
              Section
                7.10 GOVERNING LAW

            	
              26

            
	
              Section
                7.11 Submission to Jurisdiction; Waiver of Jury Trial;
                Waiver of Immunity

            	
              26

            
	
              Section
                7.12 Execution in Counterparts

            	
              27

            
	
              Section
                7.13 Entirety

            	
              27

            
	
              Section
                7.14 Headings

            	
              27

            
	
              Section
                7.15 Transfer

            	
              27

            
	
              Section
                7.16 LIQUIDITY PROVIDER’S OBLIGATION TO MAKE
                ADVANCES

            	
              27

            
	
              Section
                7.17 Patriot Act

            	
              27

            


    

     

    

      
        	
                Schedule
                  A

              	
                -

              	
                Certain
                  Economic Terms

              	 
	
                Schedule
                  B

              	
                -

              	
                Administration
                  Details

              	 
	
                Annex
                  I

              	
                -

              	
                Interest
                  Advance Notice of Borrowing

              	 
	
                Annex II

              	
                -

              	
                Non-Extension
                  Advance Notice of
                  Borrowing

              	 
	
                Annex III

              	
                -

              	
                Downgrade
                  Advance Notice of
                  Borrowing

              	 
	
                Annex IV

              	
                -

              	
                Final
                  Advance Notice of Borrowing

              	 
	
                Annex V

              	
                -

              	
                Notice
                  of Termination

              	 
	
                Annex VI

              	
                -

              	
                Notice
                  of Replacement Subordination
                  Agent

              	 


      

    

     

     


    
      
        
          


        

        
        

      

      
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    REVOLVING
      CREDIT AGREEMENT (2007-1B)

     

    THIS
      REVOLVING CREDIT AGREEMENT (2007-1B)
      dated as
      of April 10, 2007, between WILMINGTON
      TRUST COMPANY,
      a
      Delaware corporation, not in its individual capacity but solely as Subordination
      Agent under the Intercreditor Agreement (each as defined below), as agent and
      trustee for the Class B Trust (as defined below) (the “Borrower”),
      and
RZB
      FINANCE LLC,
      a
      Delaware limited liability company (the “Liquidity
      Provider”).

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      pursuant to the Class B Trust Agreement (such term and all other
      capitalized terms used in these recitals having the meanings set forth or
      referred to in Section 1.01), the Class B Trust is issuing the
      Class B Certificates;

     

    WHEREAS,
      the
      Borrower, in order to support the timely payment of a portion of the interest
      on
      the Class B Certificates in accordance with their terms, has requested the
      Liquidity Provider to enter into this Agreement, providing in part for the
      Borrower to request in specified circumstances that Advances be made hereunder;
      and

     

    WHEREAS,
      Raiffeisen Zentralbank Österreich Aktiengesellschaft, a banking institution
      organized and existing under the laws of the Republic of Austria (the
“Guarantor”),
      will
      guarantee in full, pursuant to a master guaranty certificate dated as of the
      date hereof and issued by the Guarantor pursuant to that certain Master Guaranty
      Agreement, dated as of September 1, 1997, issued by the Guarantor (collectively,
      the “Guarantee
      Agreement”),
      the
      obligations of the Liquidity Provider under this Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises, the parties hereto agree as follows:

     

    ARTICLE I


     

    DEFINITIONS

     

    Section
      1.01  Certain
      Defined Terms.
      (a) Definitions.
      As used
      in this Agreement and unless otherwise expressly indicated, or unless the
      context clearly requires otherwise, the following capitalized terms shall have
      the following respective meanings for all purposes of this
      Agreement:

     

    “Additional
      Cost”
has
      the
      meaning assigned to such term in Section 3.01.

     

    “Advance”
means
      an Interest Advance, a Final Advance, a Provider Advance or an Applied Provider
      Advance, as the case may be.

     

    “Applicable
      Liquidity Rate”
has
      the
      meaning assigned to such term in Section 3.07(g).

     

    “Applicable
      Margin”
means
      (x) with respect to any Unpaid Advance or Applied Provider Advance, the per
      annum rate specified in item 1 of Schedule A, or (y) with respect to
      any Unapplied Provider Advance, the rate per annum specified in the Fee
      Letter.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
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      [Revolving
        Credit Agreement (2007-1B)]

    


    “Applied
      Downgrade Advance”
has
      the
      meaning assigned to such term in Section 2.06(a).

     

    “Applied
      Non-Extension Advance”
has
      the
      meaning assigned to such term in Section 2.06(a).

     

    “Applied
      Provider Advance”
has
      the
      meaning assigned to such term in Section 2.06(a).

     

    “Assignment
      and Assumption Agreement”
means
      the Assignment and Assumption Agreement to be entered into between the Borrower
      and the trustee of the Successor Trust, substantially in the form of
      Exhibit C to the Trust Supplement No. 2007-1B-O, dated as of the date
      hereof, relating to the Class B Trust.

     

    “Base
      Rate”
means
      a
      fluctuating interest rate per annum in effect from time to time, which rate
      per
      annum shall at all times be equal to (a) the weighted average of the rates
      on overnight Federal funds transactions with members of the Federal Reserve
      System arranged by Federal funds brokers, as published for such day (or, if
      such
      day is not a Business Day, for the next preceding Business Day) by the Federal
      Reserve Bank of New York, or if such rate is not so published for any day that
      is a Business Day, the average of the quotations for such day for such
      transactions received by the Liquidity Provider from three Federal funds brokers
      of recognized standing selected by it, plus (b) one-quarter of one percent
      (1⁄4 of 1%).

     

    “Base
      Rate Advance”
means
      an Advance that bears interest at a rate based upon the Base Rate.

     

    “Borrower”
has
      the
      meaning assigned to such term in the recital of parties to this
      Agreement.

     

    “Borrowing”
means
      the making of Advances requested by delivery of a Notice of
      Borrowing.

     

    “Business
      Day”
means
      any day other than a Saturday or Sunday or a day on which commercial banks
      are
      required or authorized to close in Houston, Texas, New York, New York or, so
      long as any Class B Certificate is outstanding, the city and state in which
      the Class B Trustee, the Borrower or any Loan Trustee maintains its
      Corporate Trust Office or receives or disburses funds, and, if the applicable
      Business Day relates to any Advance or other amount bearing interest based
      on
      the LIBOR Rate, on which dealings in dollars are carried on in the London
      interbank market.

     

    “Consent
      Period”
has
      the
      meaning specified in Section 2.10.

     

    “Deposit
      Agreement”
means
      the Deposit Agreement dated as of the date hereof between Wells Fargo Bank
      Northwest, National Association, as Escrow Agent, and Credit Suisse, New York
      Branch, as Depositary, pertaining to the Class B Certificates, as the same
      may be amended, modified or supplemented from time to time in accordance with
      the terms thereof.

     

    “Depositary”
has
      the
      meaning assigned to such term in the Deposit Agreement.

     


    
      
        
        

      

      
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      [Revolving
        Credit Agreement (2007-1B)]

    


    “Deposits”
has
      the
      meaning assigned to such term in the Deposit Agreement.

     

    “Downgrade
      Advance”
means
      an Advance made pursuant to Section 2.02(c).

     

    “Downgrade
      Event”
means
      a
      downgrading of the Guarantor’s short-term unsecured debt rating or short-term
      issuer credit rating (as applicable) issued by either Rating Agency below the
      applicable Threshold Rating or the Guarantee ceases to be in full force and
      effect or becomes invalid or unenforceable or the Guarantor denies its liability
      thereunder.

     

    “Effective
      Date”
has
      the
      meaning specified in Section 4.01. The delivery of the certificate of the
      Liquidity Provider contemplated by Section 4.01(e) shall be conclusive
      evidence that the Effective Date has occurred.

     

    “Excluded
      Taxes”
means
      (i) taxes imposed on the overall net income of the Liquidity Provider or of
      its Facility Office by the jurisdiction where such Liquidity Provider’s
      principal office or such Facility Office is located, and (ii) Excluded
      Withholding Taxes.

     

    “Excluded
      Withholding Taxes”
means
      (i) withholding Taxes imposed by the United States except to the extent
      that such United States withholding Taxes are imposed or increased as a result
      of any change in applicable law (excluding from change in applicable law for
      this purpose a change in an applicable treaty or other change in law affecting
      the applicability of a treaty) after the date hereof, or in the case of a
      successor Liquidity Provider (including a transferee of an Advance) or Facility
      Office, after the date on which such successor Liquidity Provider obtains its
      interest or on which the Facility Office is changed, and (ii) any
      withholding Taxes imposed by the United States which are imposed or increased
      as
      a result of the Liquidity Provider failing to deliver to the Borrower any
      certificate or document (which certificate or document in the good faith
      judgment of the Liquidity Provider it is legally entitled to provide) which
      is
      reasonably requested by the Borrower to establish that payments under this
      Agreement are exempt from (or entitled to a reduced rate of) withholding
      Tax.

     

    “Expenses”
means
      liabilities, obligations, damages, settlements, penalties, claims, actions,
      suits, costs, expenses, and disbursements (including, without limitation,
      reasonable fees and disbursements of legal counsel and costs of investigation),
      provided that Expenses shall not include any Taxes.

     

    “Expiry
      Date”
means
      the “Initial Expiry Date” specified in item 2 of Schedule A, initially, or
      any date to which the Expiry Date is extended pursuant to
      Section 2.10.

     

    “Facility
      Office”
means
      the office of the Liquidity Provider presently located at Bethel, Connecticut,
      or such other office as the Liquidity Provider from time to time shall notify
      the Borrower as its Facility Office hereunder; provided that the Liquidity
      Provider shall not change its Facility Office to another Facility Office outside
      the United States of America except in accordance with Section 3.01, 3.02
      or 3.03 hereof.

     

    “Final
      Advance”
means
      an Advance made pursuant to Section 2.02(d).

     

    “GAAP”
means
      generally accepted accounting principles as set forth in the statements of
      financial accounting standards issued by the Financial Accounting Standards
      Board of the 

     


    
      
        
        

      

      
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      [Revolving
        Credit Agreement (2007-1B)]

    


    American
      Institute of Certified Public Accountants, as such principles may at any time
      or
      from time to time be varied by any applicable financial accounting rules or
      regulations issued by the Securities and Exchange Commission and, with respect
      to any person, shall mean such principles applied on a basis consistent with
      prior periods except as may be disclosed in such person’s financial
      statements.

     

    “Guarantee
      Agreement”
has
      the
      meaning assigned to such term in the recitals to this Agreement.

     

    “Guarantor”
has
      the
      meaning assigned to such term in the recitals to this Agreement.

     

    “Intercreditor
      Agreement”
means
      the Intercreditor Agreement dated as of the date hereof among the Trustees,
      the
      Liquidity Provider, the liquidity provider under the other Liquidity Facility
      and the Subordination Agent, as the same may be amended, supplemented or
      otherwise modified from time to time in accordance with its terms.

     

    “Interest
      Advance”
means
      an Advance made pursuant to Section 2.02(a).

     

    “Interest
      Period”
means,
      with respect to any LIBOR Advance, each of the following periods:

     

    (i) the
      period beginning on the third LIBOR Business Day following either (x) the
      date of the Liquidity Provider’s receipt of the Notice of Borrowing for such
      LIBOR Advance or (y) the date of the withdrawal of funds from the
      Class B Cash Collateral Account for the purpose of paying interest on the
      Class B Certificates as contemplated by Section 2.06(a) hereof and, in
      either case, ending on the next Regular Distribution Date (or, if such day
      is
      not a Business Day, the next succeeding Business Day); and

     

    (ii) each
      subsequent period commencing on the last day of the immediately preceding
      Interest Period and ending on the next Regular Distribution Date (or, if such
      day is not a Business Day, the next succeeding Business Day);

     

    provided,
      however, that if (x) the Final Advance shall have been made, or
      (y) other outstanding Advances shall have been converted into the Final
      Advance, then the Interest Periods shall be successive periods of one month
      beginning on the third LIBOR Business Day following the Liquidity Provider’s
      receipt of the Notice of Borrowing for such Final Advance (in the case of
      clause (x) above) or the Regular Distribution Date (or, if such day is not
      a Business Day, the next succeeding Business Day) following such conversion
      (in
      the case of clause (y) above).

     

    “LIBOR
      Advance”
means
      an Advance bearing interest at a rate based upon the LIBOR Rate.

     

    “LIBOR
      Business Day”
means
      any day on which dealings in dollars are carried on in the London interbank
      market.

     


    
      
        
        

      

      
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      [Revolving
        Credit Agreement (2007-1B)]

    


    “LIBOR
      Rate”
means,
      with respect to any Interest Period,

     

    (i) the
      rate
      per annum appearing on display page Reuters Screen LIBOR01 Page (or any
      successor or substitute therefor) at approximately 11:00 a.m. (London time)
      two LIBOR Business Days before the first day of such Interest Period, as the
      rate for dollar deposits with a maturity comparable to such Interest Period,
      or


     

    (ii) if
      the
      rate calculated pursuant to clause (i) above is not available, the average
      (rounded upwards, if necessary, to the next 1/16 of 1%) of the rates per annum
      at which deposits in dollars are offered for the relevant Interest Period by
      three banks of recognized standing selected by the Liquidity Provider in the
      London interbank market at approximately 11:00 a.m. (London time) two LIBOR
      Business Days before the first day of such Interest Period in an amount
      approximately equal to the principal amount of the LIBOR Advance to which such
      Interest Period is to apply and for a period comparable to such Interest
      Period.

     

    “Liquidity
      Event of Default”
means
      the occurrence of either (a) the Acceleration of all of the Equipment Notes
      (provided that, with respect to the period prior to the Delivery Period Expiry
      Date, such Equipment Notes have an aggregate outstanding principal balance
      in
      excess of the amount specified in item 3 on Schedule A or (b) a Continental
      Bankruptcy Event.

     

    “Liquidity
      Indemnitee”
means
      (i) the Liquidity Provider, (ii) the Guarantor, (iii) the directors,
      officers, employees and agents of the Liquidity Provider and the Guarantor,
      and
      (iv) the successors and permitted assigns of the persons described in
      clauses (i), (ii) and (iii) inclusive.

     

    “Liquidity
      Provider”
has
      the
      meaning assigned to such term in the recital of parties to this
      Agreement.

     

    “Maximum
      Available Commitment”
means,
      subject to the proviso contained in the third sentence of Section 2.02(a),
      at any time of determination, (a) the Maximum Commitment at such time less
      (b) the aggregate amount of each Interest Advance outstanding at such time;
      provided that following a Provider Advance or a Final Advance, the Maximum
      Available Commitment shall be zero.

     

    “Maximum
      Commitment”
means
      initially the amount specified in item 4 on Schedule A, as such amount may
      be
      reduced from time to time in accordance with Section 2.04(a).

     

    “Non-Excluded
      Tax”
has
      the
      meaning specified in Section 3.03.

     

    “Non-Extension
      Advance”
means
      an Advance made pursuant to Section 2.02(b).

     

    “Notice
      of Borrowing”
has
      the
      meaning specified in Section 2.02(e).

     

    “Notice
      of Replacement Subordination Agent”
has
      the
      meaning specified in Section 3.08.

     


    
      
        
        

      

      
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      [Revolving
        Credit Agreement (2007-1B)]

    


    “Performing
      Note Deficiency”
means
      any time that less than 65% of the then aggregate outstanding principal amount
      of all Equipment Notes are Performing Equipment Notes.

     

    “Prospectus
      Supplement”
means
      the final Prospectus Supplement dated the date specified in item 5 on Schedule
      A
      relating to the Certificates, as such Prospectus Supplement may be amended
      or
      supplemented.

     

    “Provider
      Advance”
means
      a
      Downgrade Advance or a Non-Extension Advance.

     

    “Regulatory
      Change”
has
      the
      meaning assigned to such term in Section 3.01.

     

    “Replenishment
      Amount”
has
      the
      meaning assigned to such term in Section 2.06(b).

     

    “Required
      Amount”
means,
      for any day, the sum of the aggregate amount of interest, calculated at the
      rate
      per annum equal to the Stated Interest Rate for the Class B Certificates,
      that would be payable on the Class B Certificates on each of the three
      successive semi-annual Regular Distribution Dates immediately following such
      day
      or, if such day is a Regular Distribution Date, on such day and the succeeding
      two semi-annual Regular Distribution Dates, in each case calculated on the
      basis
      of the Pool Balance of the Class B Certificates on such day and without regard
      to expected future distributions of principal on the Class B
      Certificates.

     

    “Successor
      Trust”
means
      Continental Airlines Pass Through Trust 2007-1B-S.

     

    “Termination
      Date”
means
      the earliest to occur of the following: (i) the Expiry Date; (ii) the
      date on which the Borrower delivers to the Liquidity Provider a certificate,
      signed by a Responsible Officer of the Borrower, certifying that all of the
      Class B Certificates have been paid in full (or provision has been made for
      such payment in accordance with the Intercreditor Agreement and the Trust
      Agreements) or are otherwise no longer entitled to the benefits of this
      Agreement; (iii) the date on which the Borrower delivers to the Liquidity
      Provider a certificate, signed by a Responsible Officer of the Borrower,
      certifying that a Replacement Liquidity Facility has been substituted for this
      Agreement in full pursuant to Section 3.5(e) of the Intercreditor
      Agreement; (iv) the fifth Business Day following the receipt by the
      Borrower of a Termination Notice from the Liquidity Provider pursuant to
      Section 6.01 hereof; and (v) the date on which no Advance is or may
      (including by reason of reinstatement as herein provided) become available
      for a
      Borrowing hereunder.

     

    “Termination
      Notice”
means
      the Notice of Termination substantially in the form of Annex V to this
      Agreement.

     

    “Transferee”
has
      the
      meaning assigned to such term in Section 7.08(b).

     

    “Unapplied
      Downgrade Advance”
means
      any Downgrade Advance other than an Applied Downgrade Advance.

     

    “Unapplied
      Non-Extension Advance”
means
      any Non-Extension Advance other than an Applied Non-Extension
      Advance.

     


    
      
        
        

      

      
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      [Revolving
        Credit Agreement (2007-1B)]

    


    “Unapplied
      Provider Advance”
means
      any Provider Advance other than an Applied Provider Advance.

     

    “Unpaid
      Advance”
has
      the
      meaning assigned to such term in Section 2.05.

     

    (b)  Terms
      Defined in the Intercreditor Agreement.
      For all
      purposes of this Agreement, the following terms shall have the respective
      meanings assigned to such terms in the Intercreditor Agreement:

     

    “Acceleration”,
      “Aircraft”,
      “Certificate”,
      “Class
      A Certificates”,
      “Class
      B Certificates”,
      “Class
      B Cash Collateral Account”,
      “Class
      B Trust”,
      “Class
      B Trustee”,
      “Class
      B Trust Agreement”,
      “Class
      C Certificates”,
      “Closing
      Date”,
      “Continental”,
      “Continental
      Bankruptcy Event”,
      “Controlling
      Party”,
      “Corporate
      Trust Office”,
      “Delivery
      Period Expiry Date”,
      “Distribution
      Date”,
      “Downgraded
      Facility”,
      “Equipment
      Notes”,
      “Fee
      Letter”,
      “Final
      Legal Distribution Date”,
      “Financing
      Agreement”,
      “Investment
      Earnings”,
      “Liquidity
      Facility”,
      “Liquidity
      Obligations”,
      “Loan
      Trustee”,
      “Non-Extended
      Facility”,
      “Note
      Purchase Agreement”,
      “Operative
      Agreements”,
      “Participation
      Agreement”,
      “Performing
      Equipment Note”,
      “Person”,
      “Pool
      Balance”,
      “Rating
      Agencies”,
      “Regular
      Distribution Date”,
      “Replacement
      Liquidity Facility”,
      “Responsible
      Officer”,
      “Scheduled
      Payment”,
      “Special
      Payment”,
      “Stated
      Interest Rate”,
      “Subordination
      Agent”,
      “Taxes”,
      “Threshold
      Rating”,
      “Transfer”,
      “Trust
      Agreement”,
      “Trustee”,
      “Underwriters”,
      “Underwriting
      Agreement”,
      and
“Written
      Notice”.

     

    ARTICLE II

     

    AMOUNT
      AND TERMS OF THE COMMITMENT

     

    Section
      2.01  The
      Advances.
      The
      Liquidity Provider hereby irrevocably agrees, on the terms and conditions
      hereinafter set forth, to make Advances to the Borrower from time to time on
      any
      Business Day during the period from the Effective Date until 1:00 p.m. (New
      York City time) on the Expiry Date (unless the obligations of the Liquidity
      Provider shall be earlier terminated in accordance with the terms of
      Section 2.04(b)) in an aggregate amount at any time outstanding not to
      exceed the Maximum Commitment.

     

    Section
      2.02  Making
      the Advances.
      (a)  Interest
      Advances shall be made in one or more Borrowings by delivery to the Liquidity
      Provider of one or more written and completed Notices of Borrowing in
      substantially the form of Annex I attached hereto, signed by a Responsible
      Officer of the Borrower, in an amount not exceeding the Maximum Available
      Commitment at such time and shall be used solely for the payment when due of
      interest on the Class B Certificates at the Stated Interest Rate therefor
      in accordance with Section 3.5(a) of the Intercreditor Agreement. Each
      Interest Advance made hereunder shall automatically reduce the Maximum Available
      Commitment and the amount available to be borrowed hereunder by subsequent
      Advances by the amount of such Interest Advance (subject to reinstatement as
      provided in the next sentence). Upon repayment to the Liquidity Provider in
      full
      of the amount of any Interest Advance made pursuant to this
      Section 2.02(a), together with accrued interest thereon (as provided
      herein), the Maximum Available Commitment shall be reinstated by the


     


    
      
        
        

      

      
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    amount
      of
      such repaid Interest Advance but not to exceed the Maximum Commitment; provided,
      however, that the Maximum Available Commitment shall not be so reinstated at
      any
      time if (x) (i) a Liquidity Event of Default shall have occurred and be
      continuing and (ii) there is a Performing Note Deficiency or (y) a Final
      Advance, a Downgrade Advance or a Non-Extension Advance shall have been made
      or
      an Interest Advance shall have been converted into a Final Advance.

     

    (b)  A
      Non-Extension Advance shall be made in a single Borrowing if this Agreement
      is
      not extended in accordance with Section 3.5(d) of the Intercreditor
      Agreement (unless a Replacement Liquidity Facility to replace this Agreement
      shall have been delivered to the Borrower as contemplated by said
      Section 3.5(d) within the time period specified in such Section) by
      delivery to the Liquidity Provider of a written and completed Notice of
      Borrowing in substantially the form of Annex II attached hereto, signed by
      a Responsible Officer of the Borrower, in an amount equal to the Maximum
      Available Commitment at such time, and shall be used to fund the Class B
      Cash Collateral Account in accordance with said Section 3.5(d) and
      Section 3.5(f) of the Intercreditor Agreement.

     

    (c)  A
      Downgrade Advance shall be made in a single Borrowing upon the occurrence of
      a
      Downgrade Event (as provided for in Section 3.5(c) of the Intercreditor
      Agreement) unless a Replacement Liquidity Facility to replace this Agreement
      shall have been previously delivered to the Borrower in accordance with said
      Section 3.5(c), by delivery to the Liquidity Provider of a written and
      completed Notice of Borrowing in substantially the form of Annex III
      attached hereto, signed by a Responsible Officer of the Borrower, in an amount
      equal to the Maximum Available Commitment at such time, and shall be used to
      fund the Class B Cash Collateral Account in accordance with said
      Section 3.5(c) and Section 3.5(f) of the Intercreditor Agreement. Upon
      the occurrence of a Downgrade Event, the Liquidity Provider shall promptly
      deliver notice thereof to the Borrower, the Class B Trustee and
      Continental.

     

    (d)  A
      Final
      Advance shall be made in a single Borrowing upon the receipt by the Borrower
      of
      a Termination Notice from the Liquidity Provider pursuant to Section 6.01
      hereof by delivery to the Liquidity Provider of a written and completed Notice
      of Borrowing in substantially the form of Annex IV attached hereto, signed
      by a Responsible Officer of the Borrower, in an amount equal to the Maximum
      Available Commitment at such time, and shall be used to fund the Class B
      Cash Collateral Account (in accordance with Sections 3.5(f) and 3.5(i) of
      the Intercreditor Agreement).

     

    (e)  Each
      Borrowing shall be made on notice in writing (a “Notice
      of Borrowing”)
      in
      substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or
      2.02(d), as the case may be, given by the Borrower to the Liquidity Provider.
      If
      a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing
      no later than 1:00 p.m. (New York City time) on a Business Day, upon
      satisfaction of the conditions precedent set forth in Section 4.02 with
      respect to a requested Borrowing, the Liquidity Provider shall make available
      to
      the Borrower, in accordance with its payment instructions, the amount of such
      Borrowing in U.S. dollars and immediately available funds, before 4:00 p.m.
      (New York City time) on such Business Day or on such later Business Day
      specified in such Notice of Borrowing. If a Notice of Borrowing is delivered
      by
      the Borrower in respect of any Borrowing on a day that is not a Business Day
      or
      after 1:00 p.m. (New York City time) on a Business Day, upon satisfaction
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    precedent
      set forth in Section 4.02 with respect to a requested Borrowing, the
      Liquidity Provider shall make available to the Borrower, in accordance with
      its
      payment instructions, the amount of such Borrowing in U.S. dollars and in
      immediately available funds, before 12:00 Noon (New York City time) on the
      first
      Business Day next following the day of receipt of such Notice of Borrowing
      or on
      such later Business Day specified by the Borrower in such Notice of Borrowing.
      Payments of proceeds of a Borrowing shall be made by wire transfer of
      immediately available funds to the Borrower in accordance with such wire
      transfer instructions as the Borrower shall furnish from time to time to the
      Liquidity Provider for such purpose. Each Notice of Borrowing shall be
      irrevocable and binding on the Borrower. Each Notice of Borrowing shall be
      effective upon delivery of a copy thereof to the Liquidity Provider at the
      address specified pursuant to Section 7.02.

     

    (f)  Upon
      the
      making of any Advance requested pursuant to a Notice of Borrowing, in accordance
      with the Borrower’s payment instructions, the Liquidity Provider shall be fully
      discharged of its obligation hereunder with respect to such Notice of Borrowing,
      and the Liquidity Provider shall not thereafter be obligated to make any further
      Advances hereunder in respect of such Notice of Borrowing to the Borrower or
      to
      any other Person. If the Liquidity Provider makes an Advance requested pursuant
      to a Notice of Borrowing before 12:00 Noon (New York City time) on the second
      Business Day after the date of payment specified in said Section 2.02(e),
      the Liquidity Provider shall have fully discharged its obligations hereunder
      with respect to such Advance and an event of default shall not have occurred
      hereunder. Following the making of any Advance pursuant to Section 2.02(b),
      (c) or (d) hereof to fund the Class B Cash Collateral Account,
      the Liquidity Provider shall have no interest in or rights to the Class B
      Cash Collateral Account, the funds constituting such Advance or any other
      amounts from time to time on deposit in the Class B Cash Collateral
      Account; provided
      that the
      foregoing shall not affect or impair the obligations of the Subordination Agent
      to make the distributions contemplated by Section 3.5(e) or (f) of the
      Intercreditor Agreement, and provided
      further,
      that
      the foregoing shall not affect or impair the rights of the Liquidity Provider
      to
      provide written instructions with respect to the investment and reinvestment
      of
      amounts in the Cash Collateral Accounts to the extent provided in
      Section 2.2(b) of the Intercreditor Agreement. By paying to the Borrower
      proceeds of Advances requested by the Borrower in accordance with the provisions
      of this Agreement, the Liquidity Provider makes no representation as to, and
      assumes no responsibility for, the correctness or sufficiency for any purpose
      of
      the amount of the Advances so made and requested.

     

    Section
      2.03  Fees.
      The
      Borrower agrees to pay to the Liquidity Provider the fees set forth in the
      Fee
      Letter applicable to this Agreement.

     

    Section
      2.04  Reductions
      or Termination of the Maximum Commitment.

     

    (a)  Automatic
      Reduction.
      Promptly following each date on which the Required Amount is reduced as a result
      of a reduction in the Pool Balance of the Class B Certificates or
      otherwise, the Maximum Commitment shall automatically be reduced to an amount
      equal to such reduced Required Amount (as calculated by the Borrower); provided
      that on the first Regular Distribution Date, the Maximum Commitment shall
      automatically be reduced to the then Required Amount. The Borrower shall give
      notice of any such automatic reduction of the Maximum Commitment to the
      Liquidity Provider within two Business Days thereof. The failure 

     


    
      
        
        

      

      
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    by
      the
      Borrower to furnish any such notice shall not affect such automatic reduction
      of
      the Maximum Commitment.

     

    (b)  Termination.
      Upon
      the making of any Provider Advance or the making of or conversion to a Final
      Advance hereunder or the occurrence of the Termination Date, the obligation
      of
      the Liquidity Provider to make further Advances hereunder shall automatically
      and irrevocably terminate, and the Borrower shall not be entitled to request
      any
      further Borrowing hereunder.

     

    Section
      2.05  Repayments
      of Interest Advances or the Final Advance.
      Subject
      to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees, without
      notice of an Advance or demand for repayment from the Liquidity Provider (which
      notice and demand are hereby waived by the Borrower), to pay, or to cause to
      be
      paid, to the Liquidity Provider on each date on which the Liquidity Provider
      shall make an Interest Advance or the Final Advance, an amount equal to
      (a) the amount of such Advance (any such Advance, until repaid, is referred
      to herein as an “Unpaid
      Advance”)
      (if
      multiple Interest Advances are outstanding any such repayment to be applied
      in
      the order in which such Interest Advances have been made, starting with the
      earliest), plus (b) interest on the amount of each such Unpaid Advance as
      provided in Section 3.07 hereof; provided that if (i) the Liquidity
      Provider shall make a Provider Advance at any time after making one or more
      Interest Advances which shall not have been repaid in accordance with this
      Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded
      Facility or Non-Extended Facility at any time when unreimbursed Interest
      Advances have reduced the Maximum Available Commitment to zero, then such
      Interest Advances shall cease to constitute Unpaid Advances and shall be deemed
      to have been changed into an Applied Downgrade Advance or an Applied
      Non-Extension Advance, as the case may be, for all purposes of this Agreement
      (including, without limitation, for the purpose of determining when such
      Interest Advance is required to be repaid to the Liquidity Provider in
      accordance with Section 2.06 and for the purposes of Section 2.06(b)).
      The Borrower and the Liquidity Provider agree that the repayment in full of
      each
      Interest Advance and Final Advance on the date such Advance is made is intended
      to be a contemporaneous exchange for new value given to the Borrower by the
      Liquidity Provider.

     

    Section
      2.06  Repayments
      of Provider Advances.
      (a)  Amounts
      advanced hereunder in respect of a Provider Advance shall be deposited in the
      Class B Cash Collateral Account, invested and withdrawn from the
      Class B Cash Collateral Account as set forth in Sections 3.5(c), (d)
      and (f) of the Intercreditor Agreement. Subject to Sections 2.07 and 2.09,
      the
      Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution
      Date, commencing on the first Regular Distribution Date after the making of
      a
      Provider Advance, interest on the principal amount of any such Provider Advance
      as provided in Section 3.07; provided,
      however,
      that
      amounts in respect of a Provider Advance withdrawn from the Class B Cash
      Collateral Account for the purpose of paying interest on the Class B
      Certificates in accordance with Section 3.5(f) of the Intercreditor
      Agreement (the amount of any such withdrawal being (y) in the case of a
      Downgrade Advance, an “Applied
      Downgrade Advance”
and
      (z) in the case of a Non-Extension Advance, an “Applied
      Non-Extension Advance”
and,
      together with an Applied Downgrade Advance, an “Applied
      Provider Advance”)
      shall
      thereafter (subject to Section 2.06(b)) be treated as an Interest Advance
      under this Agreement for purposes of determining the Applicable Liquidity Rate
      for interest payable thereon and the dates on which such interest is payable;
      provided further, however, that if, following the making of a Provider


     


    
      
        
        

      

      
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    Advance,
      the Liquidity Provider delivers a Termination Notice to the Borrower pursuant
      to
      Section 6.01 hereof, such Provider Advance shall thereafter be treated as a
      Final Advance under this Agreement for purposes of determining the Applicable
      Liquidity Rate for interest payable thereon and the dates on which such interest
      is payable and as an Applied Downgrade Advance or Applied Non-Extension Advance,
      as the case may be, for the purposes of Section 2.6(c) of the Intercreditor
      Agreement. Subject to Sections 2.07 and 2.09 hereof, immediately upon the
      withdrawal of any amounts from the Class B Cash Collateral Account on
      account of a reduction in the Required Amount, the Borrower shall repay to
      the
      Liquidity Provider a portion of the Provider Advances in a principal amount
      equal to such reduction, plus interest on the principal amount prepaid as
      provided in Section 3.07 hereof.

     

    (b)  At
      any
      time when an Applied Provider Advance (or any portion thereof) is outstanding,
      upon the deposit in the Class B Cash Collateral Account of any amount
      pursuant to clause “fourth”
of
      Section 3.2 of the Intercreditor Agreement (any such amount being a
“Replenishment
      Amount”)
      for
      the purpose of replenishing or increasing the balance thereof up to the Required
      Amount at such time, (i) the aggregate outstanding principal amount of all
      Applied Provider Advances (and of Provider Advances treated as an Interest
      Advance for purposes of determining the Applicable Liquidity Rate for interest
      payable thereon) shall be automatically reduced by the amount of such
      Replenishment Amount (if multiple Applied Provider Advances are outstanding,
      such Replenishment Amount to be applied in the order in which such Applied
      Provider Advances have been made, starting with the earliest) and (ii) the
      aggregate outstanding principal amount of all Unapplied Provider Advances shall
      be automatically increased by the amount of such Replenishment
      Amount.

     

    (c)  Upon
      the
      provision of a Replacement Liquidity Facility in replacement of this Agreement
      in accordance with Section 3.5(e) of the Intercreditor Agreement, amounts
      remaining on deposit in the Class B Cash Collateral Account after giving
      effect to any Applied Provider Advance on the date of such replacement shall
      be
      reimbursed to the Liquidity Provider, but only to the extent such amounts are
      necessary to repay in full to the Liquidity Provider all amounts owing to it
      hereunder.

     

    Section
      2.07  Payments
      to the Liquidity Provider Under the Intercreditor Agreement.
      In
      order to provide for payment or repayment to the Liquidity Provider of any
      amounts hereunder, the Intercreditor Agreement provides that amounts available
      and referred to in Articles II and III of the Intercreditor Agreement,
      to the extent payable to the Liquidity Provider pursuant to the terms of the
      Intercreditor Agreement (including, without limitation, Section 3.5(f) of
      the Intercreditor Agreement), shall be paid to the Liquidity Provider in
      accordance with the terms thereof. Amounts so paid to the Liquidity Provider
      shall be applied by the Liquidity Provider to Liquidity Obligations then due
      and
      payable in accordance with the Intercreditor Agreement and shall discharge
      in
      full the corresponding obligations of the Borrower hereunder (or, if not
      provided for in the Intercreditor Agreement, then in such manner as the
      Liquidity Provider shall deem appropriate).

     

    Section
      2.08  Book
      Entries.
      The
      Liquidity Provider shall maintain in accordance with its usual practice an
      account or accounts evidencing the indebtedness of the Borrower resulting from
      Advances made from time to time and the amounts of principal and interest
      payable hereunder and paid from time to time in respect thereof; provided,
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    the
      Liquidity Provider to maintain such account or accounts shall not affect the
      obligations of the Borrower in respect of Advances.

     

    Section
      2.09  Payments
      from Available Funds Only.
      All
      payments to be made by the Borrower under this Agreement, including, without
      limitation, Sections 7.05 and 7.07, shall be made only from the amounts that
      constitute Scheduled Payments, Special Payments or payments under
      Section 8.1 of the Participation Agreements with respect to Aircraft and
      payments under Section 6 of the Note Purchase Agreement and only to the
      extent that the Borrower shall have sufficient income or proceeds therefrom
      to
      enable the Borrower to make payments in accordance with the terms hereof after
      giving effect to the priority of payments provisions set forth in the
      Intercreditor Agreement. The Liquidity Provider agrees that it will look solely
      to such amounts in respect of payments to be made by the Borrower hereunder
      to
      the extent available for distribution to it as provided in the Intercreditor
      Agreement and this Agreement and that the Borrower, in its individual capacity,
      is not personally liable to it for any amounts payable or liability under this
      Agreement except as expressly provided in this Agreement, the Intercreditor
      Agreement or any Participation Agreement. Amounts on deposit in the Class B
      Cash Collateral Account shall be available to the Borrower to make payments
      under this Agreement only to the extent and for the purposes expressly
      contemplated in Section 3.5(f) of the Intercreditor Agreement.

     

    Section
      2.10  Extension
      of the Expiry Date; Non-Extension Advance.
      No
      earlier than the 60th day and no later than the 40th day prior to the then
      effective Expiry Date (unless such Expiry Date is on or after the date that
      is
      15 days after the Final Legal Distribution Date for the Class B
      Certificates), the Borrower shall request that the Liquidity Provider extend
      the
      Expiry Date to the earlier of (i) the date that is 15 days after the Final
      Legal Distribution Date for the Class B 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). Whether or not the Borrower
      has
      made such request, the Liquidity Provider shall advise the Borrower no earlier
      than the 40th day (or, if earlier, the date of the Liquidity Provider’s receipt
      of such request, if any, from the Borrower) and no later than the 25th day
      prior
      to the then effective Expiry Date (such period, the “Consent
      Period”),
      whether, in its sole discretion, it agrees to so extend the Expiry Date. If
      the
      Liquidity Provider advises the Borrower on or before the date on which the
      Consent Period ends that such Expiry Date shall not be so extended, or fails
      to
      irrevocably and unconditionally advise the Borrower on or before the date on
      which the Consent Period ends that such Expiry Date shall be so extended (and,
      in each case, if the Liquidity Provider shall not have been replaced in
      accordance with Section 3.5(e) of the Intercreditor Agreement), the
      Borrower shall be entitled on and after the date on which the Consent Period
      ends (but prior to the then effective Expiry Date) to request a Non-Extension
      Advance in accordance with Section 2.02(b) hereof and Section 3.5(d)
      of the Intercreditor Agreement.

     

    ARTICLE III


     

    OBLIGATIONS
      OF THE BORROWER

     

    Section
      3.01  Increased
      Costs.
      The
      Borrower shall pay to the Liquidity Provider from time to time such amounts
      as
      may be necessary to compensate the Liquidity Provider for any increased costs
      incurred by the Liquidity Provider which are attributable to its making or
      

     


    
      
        
        

      

      
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    maintaining
      any Advances hereunder or its obligation to make any such Advances hereunder,
      or
      any reduction in any amount receivable by the Liquidity Provider under this
      Agreement or the Intercreditor Agreement in respect of any such Advances or
      such
      obligation (such increases in costs and reductions in amounts receivable being
      herein called “Additional
      Costs”),
      resulting from any change after the date of this Agreement in U.S. federal,
      state, municipal, or foreign laws or regulations (including Regulation D of
      the
      Board of Governors of the Federal Reserve System), or the adoption or making
      after the date of this Agreement of any interpretations, directives, or
      requirements applying to a class of banks including the Liquidity Provider
      under
      any U.S. federal, state, municipal, or any foreign laws or regulations (whether
      or not having the force of law) by any court, central bank or monetary authority
      charged with the interpretation or administration thereof (a “Regulatory
      Change”),
      which: (1) changes the basis of taxation of any amounts payable to the
      Liquidity Provider under this Agreement in respect of any such Advances or
      such
      obligation (other than Excluded Taxes); or (2) imposes or modifies any
      reserve, special deposit, compulsory loan or similar requirements relating
      to
      any extensions of credit or other assets of, or any deposits with other
      liabilities of, the Liquidity Provider (including any such Advances or such
      obligation or any deposits referred to in the definition of LIBOR Rate or
      related definitions). The Liquidity Provider agrees to use reasonable efforts
      (consistent with applicable legal and regulatory restrictions) to change the
      jurisdiction of its Facility Office if making such change would avoid the need
      for, or reduce the amount of, any amount payable under this Section that
      may thereafter accrue and would not, in the reasonable judgment of the Liquidity
      Provider, be otherwise disadvantageous to the Liquidity Provider.

     

    The
      Liquidity Provider will notify the Borrower of any event occurring after the
      date of this Agreement that will entitle the Liquidity Provider to compensation
      pursuant to this Section 3.01 as promptly as practicable after it obtains
      knowledge thereof and determines to request such compensation, which notice
      shall describe in reasonable detail the calculation of the amounts owed under
      this Section. Determinations by the Liquidity Provider for purposes of this
      Section 3.01 of the effect of any Regulatory Change on its costs of making
      or maintaining Advances or on amounts receivable by it in respect of Advances,
      and of the additional amounts required to compensate the Liquidity Provider
      in
      respect of any Additional Costs, shall be prima facie evidence of the amount
      owed under this Section.

     

    Notwithstanding
      the preceding two paragraphs, the Liquidity Provider and the Subordination
      Agent
      agree that any permitted assignee or participant of the initial Liquidity
      Provider which is not a bank shall not be entitled to the benefits of the
      preceding two paragraphs (but without limiting the provisions of
      Section 7.08 hereof).

     

    Section
      3.02  Capital
      Adequacy.
      If
      (1) the adoption, after the date hereof, of any applicable governmental
      law, rule or regulation regarding capital adequacy, (2) any change, after
      the date hereof, in the interpretation or administration of any such law, rule
      or regulation by any central bank or other governmental authority charged with
      the interpretation or administration thereof or (3) compliance by the
      Liquidity Provider or any corporation or bank controlling the Liquidity Provider
      with any applicable guideline or request of general applicability, issued after
      the date hereof, by any central bank or other governmental authority (whether
      or
      not having the force of law) that constitutes a change of the nature described
      in clause (2), has the effect of (x) requiring an increase in the
      amount of capital required to be maintained by the Liquidity Provider or any
      corporation or bank controlling the Liquidity Provider, or (y) reducing the
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    return
      on
      assets or capital of the Liquidity Provider (or such corporation or bank) and
      such adoption, change or compliance, as the case may be, relates to a category
      of claims or assets that includes the Liquidity Provider’s obligations hereunder
      and other similar obligations, the Borrower shall, subject to the provisions
      of
      the next paragraph, pay to the Liquidity Provider from time to time such
      additional amount or amounts as are necessary to compensate the Liquidity
      Provider for such portion of such increase or reduction as shall be reasonably
      allocable to the Liquidity Provider’s obligations to the Borrower hereunder. For
      the avoidance of doubt, the proposals of The Basel Committee on Banking
      Supervision relating to capital adequacy rules commonly known as Basel II will
      not be treated for purposes of determining whether the Liquidity Provider (or
      any corporation or bank controlling the Liquidity Provider) is entitled to
      compensation under this Section 3.02 as having been adopted or having come
      into
      effect before the date hereof, which rules shall be determined to be adopted
      only when the national banking authorities, or other relevant administrative
      or
      legislative bodies having primary jurisdiction or regulatory authority over
      the
      Liquidity Provider (or any corporation or bank controlling the Liquidity
      Provider), adopt Basel II in the primary jurisdiction of the Liquidity Provider.
      The Liquidity Provider agrees to use reasonable efforts (consistent with
      applicable legal and regulatory restrictions) to change the jurisdiction of its
      Facility Office if making such change would avoid the need for, or reduce the
      amount of, any amount payable under this Section that may thereafter accrue
      and
      would not, in the reasonable judgment of the Liquidity Provider, be otherwise
      materially disadvantageous to the Liquidity Provider.

     

    The
      Liquidity Provider will notify the Borrower of any event occurring after the
      date of this Agreement that will entitle the Liquidity Provider to compensation
      pursuant to this Section 3.02 as promptly as practicable after it obtains
      knowledge thereof and determines to request such compensation, which notice
      shall describe in reasonable detail the calculation of the amounts owed under
      this Section. Determinations by the Liquidity Provider for purposes of this
      Section 3.02 of the effect of any increase in the amount of capital
      required to be maintained by the Liquidity Provider and of the amount allocable
      to the Liquidity Provider’s obligations to the Borrower hereunder shall be
      conclusive evidence of the amounts owed under this Section, absent manifest
      error.

     

    Notwithstanding
      the preceding two paragraphs, the Liquidity Provider and the Subordination
      Agent
      agree that any permitted assignee or participant of the initial Liquidity
      Provider which is not a bank shall not be entitled to the benefits of the
      preceding two paragraphs (but without limiting the provisions of
      Section 7.08 hereof).

     

    Section
      3.03  Payments
      Free of Deductions.
      (a)  All
      payments made by the Borrower under this Agreement shall be made free and clear
      of, and without reduction for or on account of, any present or future stamp
      or
      other taxes, levies, imposts, duties, charges, fees, deductions, withholdings,
      restrictions or conditions of any nature whatsoever now or hereafter imposed,
      levied, collected, withheld or assessed, excluding Excluded Taxes (such
      non-excluded taxes being referred to herein, collectively, as “Non-Excluded
      Taxes”
and
      each, individually, as a “Non-Excluded
      Tax”).
      If
      any Non-Excluded Taxes are required to be withheld from any amounts payable
      to
      the Liquidity Provider under this Agreement, (i) the Borrower shall within
      the time prescribed therefor by applicable law pay to the appropriate
      governmental or taxing authority the full amount of any such Non-Excluded Taxes
      (and any additional Non-Excluded Taxes in respect of the additional amounts
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    reports
      or returns in connection therewith at the time or times and in the manner
      prescribed by applicable law, and (ii) the amounts so payable to the
      Liquidity Provider shall be increased to the extent necessary to yield to the
      Liquidity Provider (after payment of all Non-Excluded Taxes) interest or any
      other such amounts payable under this Agreement at the rates or in the amounts
      specified in this Agreement. The Liquidity Provider agrees to use reasonable
      efforts (consistent with its internal policy and legal and regulatory
      restrictions) to change the jurisdiction of its Facility Office if making such
      change would avoid the need for, or reduce the amount of, any such additional
      amounts that may thereafter accrue and would not, in the reasonable judgment
      of
      the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider.
      From time to time upon the reasonable request of the Borrower, the Liquidity
      Provider agrees to provide to the Borrower two original Internal Revenue Service
      Forms W-8BEN or W-8ECI, as appropriate, or any successor or other form
      prescribed by the Internal Revenue Service, certifying that the Liquidity
      Provider is exempt from or entitled to a reduced rate of United States
      withholding tax on payments pursuant to this Agreement. Within 30 days after
      the
      date of each payment hereunder, the Borrower shall furnish to the Liquidity
      Provider the original or a certified copy of (or other documentary evidence
      of)
      the payment of the Non-Excluded Taxes applicable to such payment.

     

    (b)  All
      payments (including, without limitation, Advances) made by the Liquidity
      Provider under this Agreement shall be made free and clear of, and without
      reduction for or on account of, any Taxes. If any Taxes are required to be
      withheld or deducted from any amounts payable to the Borrower under this
      Agreement, the Liquidity Provider shall (i) within the time prescribed
      therefor by applicable law pay to the appropriate governmental or taxing
      authority the full amount of any such Taxes (and any additional Taxes in respect
      of the additional amounts payable under clause (ii) hereof) and make such
      reports or returns in connection therewith at the time or times and in the
      manner prescribed by applicable law, and (ii) pay to the Borrower an
      additional amount which (after deduction of all such Taxes) will be sufficient
      to yield to the Borrower the full amount which would have been received by
      it
      had no such withholding or deduction been made. Within 30 days after the date
      of
      each payment hereunder, the Liquidity Provider shall furnish to the Borrower
      the
      original or a certified copy of (or other documentary evidence of) the payment
      of the Taxes applicable to such payment.

     

    (c)  If
      any
      exemption from, or reduction in the rate of, any Taxes is reasonably available
      to the Borrower to establish that payments under this Agreement are exempt
      from
      (or entitled to a reduced rate of) tax, the Borrower shall deliver to the
      Liquidity Provider such form or forms and such other evidence of the eligibility
      of the Borrower for such exemption or reduction as the Liquidity Provider may
      reasonably identify to the Borrower as being required as a condition to
      exemption from, or reduction in the rate of, any Taxes.

     

    Section
      3.04  Payments.
      The
      Borrower shall make or cause to be made each payment to the Liquidity Provider
      under this Agreement so as to cause the same to be received by the Liquidity
      Provider not later than 1:00 P.M. (New York City time) on the day when due.
      The Borrower shall make all such payments in lawful money of the United States
      of America, to the Liquidity Provider in immediately available funds, by wire
      transfer to the account specified for the Liquidity Provider in Schedule
      B.

    

      
        
          
          

        

        
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    Section
      3.05  Computations.
      All
      computations of interest based on the Base Rate shall be made on the basis
      of a
      year of 365 or 366 days, as the case may be, and all computations of interest
      based on the LIBOR Rate shall be made on the basis of a year of 360 days, in
      each case for the actual number of days (including the first day but excluding
      the last day) occurring in the period for which such interest is
      payable.

     

    Section
      3.06  Payment
      on Non-Business Days.
      Whenever any payment to be made hereunder to the Liquidity Provider shall be
      stated to be due on a day other than a Business Day, such payment shall be
      made
      on the next succeeding Business Day and no additional interest shall be due
      as a
      result. If any payment in respect of interest on an Advance is so deferred
      to
      the next succeeding Business Day, such deferral shall not delay the commencement
      of the next Interest Period for such Advance (if such Advance is a LIBOR
      Advance) or reduce the number of days for which interest will be payable on
      such
      Advance on the next interest payment date for such Advance.

     

    Section
      3.07  Interest.
      (a)  Subject
      to Section 2.09, the Borrower shall pay, or shall cause to be paid, without
      duplication, interest on (i) the unpaid principal amount of each Advance
      from and including the date of such Advance (or, in the case of an Applied
      Provider Advance, from and including the date on which the amount thereof was
      withdrawn from the Class B Cash Collateral Account to pay interest on the
      Class B Certificates) to but excluding the date such principal amount shall
      be paid in full (or, in the case of an Applied Provider Advance, the date on
      which the Class B Cash Collateral Account is fully replenished in respect
      of such Advance) and (ii) any other amount due hereunder (whether fees,
      commissions, expenses or other amounts or, to the extent permitted by law,
      installments of interest on Advances or any such other amount) which is not
      paid
      when due (whether at stated maturity, by acceleration or otherwise) from and
      including the due date thereof to but excluding the date such amount is paid
      in
      full, in each such case, at a fluctuating interest rate per annum for each
      day
      equal to the Applicable Liquidity Rate (as defined below) for such Advance
      or
      such other amount as in effect for such day, but in no event at a rate per
      annum
      greater than the maximum rate permitted by applicable law; provided,
      however,
      that,
      if at any time the otherwise applicable interest rate as set forth in this
      Section 3.07 shall exceed the maximum rate permitted by applicable law,
      then any subsequent reduction in such interest rate will not reduce the rate
      of
      interest payable pursuant to this Section 3.07 below the maximum rate
      permitted by applicable law until the total amount of interest accrued equals
      the amount of interest that would have accrued if such otherwise applicable
      interest rate as set forth in this Section 3.07 had at all times been in
      effect.

     

    (b)  Except
      as
      provided in clause (e) below, each Advance (including, without limitation,
      each outstanding Unapplied Downgrade Advance) will be either a Base Rate Advance
      or a LIBOR Advance as provided in this Section. Each such Advance will be a
      Base
      Rate Advance for the period from the date of its borrowing to (but excluding)
      the third LIBOR Business Day following the Liquidity Provider’s receipt of the
      Notice of Borrowing for such Advance. Thereafter, such Advance shall be a LIBOR
      Advance; provided that the Borrower (at the direction of the Controlling Party,
      so long as the Liquidity Provider is not the Controlling Party) may
      (x) convert the Final Advance into a Base Rate Advance on the last day of
      an Interest Period for such Advance by giving the Liquidity Provider no less
      than four Business Days’ prior written notice of such election or (y) elect
      to maintain the Final Advance as a Base Rate Advance by not requesting a
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    the
      applicable Notice of Borrowing (or, if such Final Advance is deemed to have
      been
      made, without delivery of a Notice of Borrowing pursuant to Section 2.06,
      by requesting, prior to 11:00 A.M. (New York City time) on the first
      Business Day immediately following the Borrower’s receipt of the applicable
      Termination Notice, that such Final Advance not be converted from a Base Rate
      Advance to a LIBOR Advance).

     

    (c)  Each
      LIBOR Advance shall bear interest during each Interest Period at a rate per
      annum equal to the LIBOR Rate for such Interest Period plus the Applicable
      Margin for such LIBOR Advance, payable in arrears on the last day of such
      Interest Period and, in the event of the payment of principal of such LIBOR
      Advance on a day other than such last day, on the date of such payment (to
      the
      extent of interest accrued on the amount of principal repaid).

     

    (d)  Each
      Base
      Rate Advance shall bear interest at a rate per annum equal to the Base Rate
      plus
      the Applicable Margin for such Base Rate Advance, payable in arrears on each
      Regular Distribution Date and, in the event of the payment of principal of
      such
      Base Rate Advance on a day other than a Regular Distribution Date, on the date
      of such payment (to the extent of interest accrued on the amount of principal
      repaid).

     

    (e)  Each
      outstanding Unapplied Non-Extension Advance and Unapplied Downgrade Advance
      shall bear interest in an amount equal to the Investment Earnings on amounts
      on
      deposit in the Class B Cash Collateral Account plus the Applicable Margin
      for such Unapplied Non-Extension Advance on the amount of such Unapplied
      Non-Extension Advance or Unapplied Downgrade Advance from time to time, payable
      in arrears on each Regular Distribution Date.

     

    (f)  Each
      amount not paid when due hereunder (whether fees, commissions, expenses or
      other
      amounts or, to the extent permitted by applicable law, installments of interest
      on Advances but excluding Advances) shall bear interest at a rate per annum
      equal to the Base Rate plus 2.00% per annum until paid.

     

    (g)  Each
      change in the Base Rate shall become effective immediately. The rates of
      interest specified in this Section 3.07 with respect to any Advance or
      other amount shall be referred to as the “Applicable Liquidity
      Rate”.

     

    Section
      3.08  Replacement
      of Borrower.
      From
      time to time and subject to the successor Borrower’s meeting the eligibility
      requirements set forth in Section 6.9 of the Intercreditor Agreement
      applicable to the Subordination Agent, upon the effective date and time
      specified in a written and completed Notice of Replacement Subordination Agent
      in substantially the form of Annex VI attached hereto (a “Notice
      of Replacement Subordination Agent”)
      delivered to the Liquidity Provider by the then Borrower, the successor Borrower
      designated therein shall be substituted for the Borrower for all purposes
      hereunder.

     

    Section
      3.09  Funding
      Loss Indemnification.
      The
      Borrower shall pay to the Liquidity Provider, upon the request of the Liquidity
      Provider, such amount or amounts as shall be sufficient (in the reasonable
      opinion of the Liquidity Provider) to compensate it for any loss, cost, or
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    acquired
      by the Liquidity Provider to fund or maintain any LIBOR Advance (but excluding
      loss of anticipated profits) incurred as a result of:

     

    (1) Any
      repayment of a LIBOR Advance on a date other than the last day of the Interest
      Period for such Advance; or

     

    (2) Any
      failure by the Borrower to borrow a LIBOR Advance on the date for borrowing
      specified in the relevant notice under Section 2.02.

     

    Calculation
      of all amounts payable to the Liquidity Provider under this Section 3.09 shall
      be made as though the Liquidity Provider had actually funded the related LIBOR
      Advance through the purchase of a LIBOR deposit bearing interest at the LIBOR
      Rate in an amount equal to its LIBOR Advance and having a maturity comparable
      to
      the relevant Interest Period; provided however, that the Liquidity Provider
      may
      fund any LIBOR Advance in any manner it sees fit and the foregoing assumptions
      shall be utilized only for the purposes of calculating amounts payable under
      this Section 3.09.

     

    Section
      3.10  Illegality.
      Notwithstanding any other provision in this Agreement, if any change in any
      applicable law, rule or regulation, or any change in the interpretation or
      administration thereof by any governmental authority, central bank or comparable
      agency charged with the interpretation or administration thereof, or compliance
      by the Liquidity Provider (or its Facility Office) with any request or directive
      (whether or not having the force of law) of any such authority, central bank
      or
      comparable agency shall make it unlawful or impossible for the Liquidity
      Provider (or its Facility Office) to maintain or fund its LIBOR Advances, then
      upon notice to the Borrower by the Liquidity Provider, the outstanding principal
      amount of the LIBOR Advances shall be converted to Base Rate Advances
      (a) immediately upon demand of the Liquidity Provider, if such change or
      compliance with such request, in the judgment of the Liquidity Provider,
      requires immediate repayment; or (b) at the expiration of the last Interest
      Period to expire before the effective date of any such change or request. The
      Liquidity Provider agrees to use reasonable efforts (consistent with applicable
      legal and regulatory restrictions) to change the jurisdiction of its Facility
      Office if making such change would avoid or cure the aforesaid illegality and
      would not, in the reasonable judgment of the Liquidity Provider, be otherwise
      disadvantageous to the Liquidity Provider.

     

    ARTICLE IV



    CONDITIONS
      PRECEDENT

     

    Section
      4.01  Conditions
      Precedent to Effectiveness of Section 2.01.
      Section 2.01 of this Agreement shall become effective on and as of the
      first date (the “Effective
      Date”)
      on
      which the following conditions precedent have been satisfied or
      waived:

     

    (a)  The
      Liquidity Provider shall have received each of the following, and in the case
      of
      each document delivered pursuant to paragraphs (i), (ii) and (iii), each in
      form and substance satisfactory to the Liquidity Provider:

     

    (i)  This
      Agreement duly executed on behalf of the Borrower and the Fee Letter applicable
      to this Agreement duly executed on behalf of the Borrower;

    

      
        
          
          

        

        
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    (ii)  The
      Intercreditor Agreement duly executed on behalf of each of the parties thereto
      (other than the Liquidity Provider);

     

    (iii)  Fully
      executed copies of each of the Operative Agreements executed and delivered
      on or
      before the Closing Date (other than this Agreement, the Guarantee Agreement,
      the
      Fee Letter and the Intercreditor Agreement);

     

    (iv)  A
      copy of
      the Prospectus Supplement and specimen copies of the Class B
      Certificates;

     

    (v)  An
      executed copy of each document, instrument, certificate and opinion delivered
      on
      or before the Closing Date pursuant to the Class B Trust Agreement, the
      Note Purchase Agreement, the Intercreditor Agreement and the other Operative
      Agreements (in the case of each such opinion, other than the opinion of counsel
      for the Underwriters, either addressed to the Liquidity Provider or accompanied
      by a letter from the counsel rendering such opinion to the effect that the
      Liquidity Provider is entitled to rely on such opinion as of its date as if
      it
      were addressed to the Liquidity Provider);

     

    (vi)  Evidence
      that there shall have been made and shall be in full force and effect, all
      filings, recordings and/or registrations, and there shall have been given or
      taken any notice or other similar action as may be reasonably necessary or,
      to
      the extent reasonably requested by the Liquidity Provider, reasonably advisable,
      in order to establish, perfect, protect and preserve the right, title and
      interest, remedies, powers, privileges, liens and security interests of, or
      for
      the benefit of, the Trustees, the Borrower and the Liquidity Provider created
      by
      the Operative Agreements executed and delivered on or before the Closing
      Date;

     

    (vii)  An
      agreement from Continental, pursuant to which (i) Continental agrees to
      provide to the Liquidity Provider (A) within 90 days after the end of each
      of the first three fiscal quarters in each fiscal year of Continental, a
      consolidated balance sheet of Continental as of the end of such quarter and
      related statements of income and cash flows for the period commencing at the
      end
      of the previous fiscal year and ending with the end of such quarter, setting
      forth in each case in comparative form the corresponding figures for the
      corresponding period in the preceding fiscal year, prepared in accordance with
      GAAP; provided, that so long as Continental is subject to the reporting
      requirements of the Securities Exchange Act of 1934, as amended, a copy of
      Continental’s report on Form 10-Q for such fiscal quarter (excluding
      exhibits) or a written notice executed by an authorized officer of Continental
      that such report has been filed with the Securities and Exchange Commission,
      providing a website address at which such report may be accessed and confirming
      that the report accessible at such website address conforms to the original
      report filed with the Securities and Exchange Commission will satisfy this
      subclause (A), and (B) within 120 days after the end of each fiscal
      year of Continental, a consolidated balance sheet of Continental as of the
      end
      of such fiscal year and related statements of income and cash flows of
      Continental for such fiscal year, in comparative form with the preceding fiscal
      year, prepared in accordance with GAAP, together with a report of Continental’s
      independent certified public accountants with respect to their audit of such
      financial statements; provided, that so long as Continental is subject to the
      reporting requirements of the Securities Exchange Act of 1934, as amended,
      a
      copy of Continental’s report on Form 10-K for such fiscal year (excluding
      exhibits) or a written notice executed by an authorized officer of Continental
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    such
      report has been filed with the Securities and Exchange Commission, providing
      a
      website address at which such report may be accessed and confirming that the
      report accessible at such website address conforms to the original report filed
      with the Securities and Exchange Commission will satisfy this
      subclause (B), and (ii) Continental agrees to allow the Liquidity
      Provider to inspect Continental’s books and records regarding such transactions,
      and to discuss such transactions with officers and employees of
      Continental;

     

    (viii)  Legal
      opinions from (a) Morris, James, Hitchens & Williams LLC, special counsel to
      the Borrower and (b) Hughes Hubbard & Reed LLP, special counsel to
      Continental, each in form and substance reasonably satisfactory to the Liquidity
      Provider; and

     

    (ix)  Such
      other documents, instruments, opinions and approvals pertaining to the
      transactions contemplated hereby or by the other Operative Agreements as the
      Liquidity Provider shall have reasonably requested, including, without
      limitation, such documentation as the Liquidity Provider may require to satisfy
      its “know your customer” policies.

     

    (b)  The
      following statement shall be true on and as of the Effective Date: no event
      has
      occurred and is continuing, or would result from the entering into of this
      Agreement or the making of any Advance, which constitutes a Liquidity Event
      of
      Default

     

    (c)  The
      Liquidity Provider shall have received payment in full of all fees and other
      sums required to be paid to or for the account of the Liquidity Provider on
      or
      prior to the Effective Date.

     

    (d)  All
      conditions precedent to the issuance of the Certificates under the Trust
      Agreements shall have been satisfied or waived, all conditions precedent to
      the
      effectiveness of the other Liquidity Facility shall have been concurrently
      satisfied or waived, and all conditions precedent to the purchase of the
      Class A Certificates, the Class B Certificates and the Class C Certificates
      by the Underwriters under the Underwriting Agreement shall have been satisfied
      or waived.

     

    (e)  The
      Borrower shall have received a certificate, dated the date hereof, signed by
      a
      duly authorized representative of the Liquidity Provider, certifying that all
      conditions precedent to the effectiveness of Section 2.01 have been
      satisfied or waived

     

    Section
      4.02  Conditions
      Precedent to Borrowing.
      The
      obligation of the Liquidity Provider to make an Advance on the occasion of
      each
      Borrowing shall be subject to the conditions precedent that the Effective Date
      shall have occurred and, on or prior to the date of such Borrowing, the Borrower
      shall have delivered a Notice of Borrowing which conforms to the terms and
      conditions of this Agreement and has been completed as may be required by the
      relevant form of the Notice of Borrowing for the type of Advance
      requested.

     

    ARTICLE V



    COVENANTS

     

    Section
      5.01  Affirmative
      Covenants of the Borrower.
      So long
      as any Advance shall remain unpaid or the Liquidity Provider shall have any
      Maximum Commitment hereunder or the 

     


    
      
        
        

      

      
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    Borrower
      shall haveany obligation to pay any amount to the Liquidity Provider hereunder,
      the Borrower will, unless the Liquidity Provider shall otherwise consent in
      writing:

     

    (a)  Performance
      of this and Other Agreements.
      Punctually pay or cause to be paid all amounts payable by it under this
      Agreement and the other Operative Agreements and observe and perform in all
      material respects the conditions, covenants and requirements applicable to
      it
      contained in this Agreement and the other Operative Agreements.

     

    (b)  Reporting
      Requirements.
      Furnish
      to the Liquidity Provider with reasonable promptness, such information and
      data
      with respect to the transactions contemplated by the Operative Agreements as
      from time to time may be reasonably requested by the Liquidity Provider; and
      permit the Liquidity Provider, upon reasonable notice, to inspect the Borrower’s
      books and records with respect to such transactions and to meet with officers
      and employees of the Borrower to discuss such transactions.

     

    (c)  Certain
      Operative Agreements.
      Furnish
      to the Liquidity Provider with reasonable promptness, such Operative Agreements
      entered into after the date hereof as from time to time may be reasonably
      requested by the Liquidity Provider.

     

    Section
      5.02  Negative
      Covenants of the Borrower.
      So long
      as any Advance shall remain unpaid or the Liquidity Provider shall have any
      Maximum Commitment hereunder or the Borrower shall have any obligation to pay
      any amount to the Liquidity Provider hereunder, the Borrower will not appoint
      or
      permit or suffer to be appointed any successor Borrower without the prior
      written consent of the Liquidity Provider, which consent shall not be
      unreasonably withheld or delayed.

     

    ARTICLE VI


     

    LIQUIDITY
      EVENTS OF DEFAULT

     

    Section
      6.01  Liquidity
      Events of Default.
      If
      (a) any Liquidity Event of Default has occurred and is continuing and
      (b) there is a Performing Note Deficiency, the Liquidity Provider may, in
      its discretion, deliver to the Borrower a Termination Notice, the effect of
      which shall be to cause (i) the obligation of the Liquidity Provider to
      make Advances hereunder to expire on the fifth Business Day after the date
      on
      which such Termination Notice is received by the Borrower, (ii) the
      Borrower to promptly request, and the Liquidity Provider to promptly make,
      a
      Final Advance in accordance with Section 2.02(d) hereof and
      Section 3.5(i) of the Intercreditor Agreement, (iii) all other
      outstanding Advances to be automatically converted into Final Advances for
      purposes of determining the Applicable Liquidity Rate for interest payable
      thereon, and (iv) subject to Sections 2.07 and 2.09 hereof, all
      Advances (including, without limitation, any Provider Advance and Applied
      Provider Advance), any accrued interest thereon and any other amounts
      outstanding hereunder to become immediately due and payable to the Liquidity
      Provider.

    

      
        
          
          

        

        
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    ARTICLE VII


     

    MISCELLANEOUS

     

    Section
      7.01  Amendments,
      Etc.
      No
      amendment or waiver of any provision of this Agreement, nor consent to any
      departure by the Borrower therefrom, shall in any event be effective unless
      the
      same shall be in writing and signed by the Liquidity Provider, and, in the
      case
      of an amendment or of a waiver by the Borrower, the Borrower, and then such
      waiver or consent shall be effective only in the specific instance and for
      the
      specific purpose for which given.

     

    Section
      7.02  Notices,
      Etc.
      Except
      as otherwise expressly provided herein, all notices and other communications
      provided for hereunder shall be in writing (including telecopier and mailed
      or
      delivered or sent by telecopier) addressed to the applicable party at its
      address specified on Schedule B or to such other address as shall be designated
      by such Person in a written notice to the others. All such notices and
      communications shall be effective (i) if given by telecopier, when
      transmitted to the telecopier number specified above, (ii) if given by
      mail, when deposited in the mails addressed as specified above, and
      (iii) if given by other means, when delivered at the address specified
      above, except that written notices to the Liquidity Provider pursuant to the
      provisions of Article II and Article III hereof shall not be effective
      until received by the Liquidity Provider. A copy of all notices delivered
      hereunder to either party shall in addition be delivered to each of the parties
      to the Participation Agreements at their respective addresses set forth
      therein.

     

    Section
      7.03  No
      Waiver; Remedies.
      No
      failure on the part of the Liquidity Provider to exercise, and no delay in
      exercising, any right under this Agreement shall operate as a waiver thereof;
      nor shall any single or partial exercise of any right under this Agreement
      preclude any other or further exercise thereof or the exercise of any other
      right. The remedies herein provided are cumulative and not exclusive of any
      remedies provided by law.

     

    Section
      7.04  Further
      Assurances.
      The
      Borrower agrees to do such further acts and things and to execute and deliver
      to
      the Liquidity Provider such additional assignments, agreements, powers and
      instruments as the Liquidity Provider may reasonably require or deem advisable
      to carry into effect the purposes of this Agreement and the other Operative
      Agreements or to better assure and confirm unto the Liquidity Provider its
      rights, powers and remedies hereunder and under the other Operative
      Agreements.

     

    Section
      7.05  Indemnification;
      Survival of Certain Provisions.
      The
      Liquidity Provider shall be indemnified hereunder to the extent and in the
      manner described in Section 8.1 of the Participation Agreements. In addition,
      the Borrower agrees to indemnify, protect, defend and hold harmless the
      Liquidity Provider from, against and in respect of, and shall pay on demand,
      all
      Expenses of any kind or nature whatsoever (other than any Expenses of the nature
      described in Section 3.01, 3.02 or 7.07 hereof or in the Fee Letter
      applicable to this Agreement (regardless of whether indemnified against pursuant
      to said Sections or in such Fee Letter)), that may be imposed, incurred by
      or
      asserted against any Liquidity Indemnitee, in any way relating to, resulting
      from, or arising out of or in connection with any action, suit or proceeding
      by
      any third party against such Liquidity Indemnitee and relating to this
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    Intercreditor
      Agreement or any Financing Agreement; provided,
      however,
      that
      the Borrower shall not be required to indemnify, protect, defend and hold
      harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity
      Indemnitee to the extent such Expense is (i) attributable to the gross
      negligence or willful misconduct of such Liquidity Indemnitee or any other
      Liquidity Indemnitee, (ii) ordinary and usual operating overhead expense,
      or (iii) attributable to the failure by such Liquidity Indemnitee or any
      other Liquidity Indemnitee to perform or observe any agreement, covenant or
      condition on its part to be performed or observed in this Agreement, the
      Intercreditor Agreement, the Fee Letter applicable to this Agreement or any
      other Operative Agreement to which it is a party. The indemnities contained
      in
      Section 8.1 of the Participation Agreements, and the provisions of
      Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall survive the
      termination of this Agreement.

     

    Section
      7.06  Liability
      of the Liquidity Provider.
      (a)  Neither
      the Liquidity Provider nor any of its officers, employees, directors or
      Affiliates shall be liable or responsible for: (i) the use which may be
      made of the Advances or any acts or omissions of the Borrower or any beneficiary
      or transferee in connection therewith; (ii) the validity, sufficiency or
      genuineness of documents, or of any endorsement thereon, even if such documents
      should prove to be in any or all respects invalid, insufficient, fraudulent
      or
      forged; or (iii) the making of Advances by the Liquidity Provider against
      delivery of a Notice of Borrowing and other documents which do not comply with
      the terms hereof; provided,
      however,
      that
      the Borrower shall have a claim against the Liquidity Provider, and the
      Liquidity Provider shall be liable to the Borrower, to the extent of any damages
      suffered by the Borrower which were the result of (A) the Liquidity
      Provider’s willful misconduct or negligence in determining whether documents
      presented hereunder comply with the terms hereof, or (B) any breach by the
      Liquidity Provider of any of the terms of this Agreement, including, but not
      limited to, the Liquidity Provider’s failure to make lawful payment hereunder
      after the delivery to it by the Borrower of a Notice of Borrowing strictly
      complying with the terms and conditions hereof. In no event, however, shall
      the
      Liquidity Provider be liable on any theory of liability for any special,
      indirect, consequential or punitive damages (including, without limitation,
      any
      loss of profits, business or anticipated savings).

     

    (b)  Neither
      the Liquidity Provider nor any of its officers, employees, directors or
      Affiliates shall be liable or responsible in any respect for (i) any error,
      omission, interruption or delay in transmission, dispatch or delivery of any
      message or advice, however transmitted, in connection with this Agreement or
      any
      Notice of Borrowing delivered hereunder, or (ii) any action, inaction or
      omission which may be taken by it in good faith, absent willful misconduct
      or
      gross negligence (in which event the extent of the Liquidity Provider’s
      potential liability to the Borrower shall be limited as set forth in the
      immediately preceding paragraph), in connection with this Agreement or any
      Notice of Borrowing.

     

    Section
      7.07  Costs,
      Expenses and Taxes.
      The
      Borrower agrees to pay, or cause to be paid (A) on the Effective Date and
      on such later date or dates on which the Liquidity Provider shall make demand,
      all reasonable out-of-pocket costs and expenses (including, without limitation,
      the reasonable fees and expenses of outside counsel for the Liquidity Provider)
      of the Liquidity Provider in connection with the preparation, negotiation,
      execution, delivery, filing and recording of this Agreement, any other Operative
      Agreement and any other documents which may be delivered in connection with
      this
      Agreement and (B) on demand, all reasonable costs and expenses (including
      reasonable counsel fees and expenses) of the Liquidity Provider in 

     


    
      
        
        

      

      
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    connection
      with (i) the enforcement of this Agreement or any other Operative
      Agreement, (ii) the modification or amendment of, or supplement to, this
      Agreement or any other Operative Agreement or such other documents which may
      be
      delivered in connection herewith or therewith (whether or not the same shall
      become effective) or any waiver or consent thereunder (whether or not the same
      shall be effective) or (iii) any action or proceeding relating to any
      order, injunction, or other process or decree restraining or seeking to restrain
      the Liquidity Provider from paying any amount under this Agreement, the
      Intercreditor Agreement or any other Operative Agreement or otherwise affecting
      the application of funds in the Class B Cash Collateral Account. In
      addition, the Borrower shall pay any and all recording, stamp and other similar
      taxes and fees payable or determined to be payable in connection with the
      execution, delivery, filing and recording of this Agreement, any other Operative
      Agreement and such other documents, and agrees to hold the Liquidity Provider
      harmless from and against any and all liabilities with respect to or resulting
      from any delay in paying or omission to pay such taxes or fees.

     

    Section
      7.08  Binding
      Effect; Participations.
      (a)  This
      Agreement shall be binding upon and inure to the benefit of the Borrower and
      the
      Liquidity Provider and their respective successors and assigns, except that
      neither the Liquidity Provider (except as otherwise provided in this
      Section 7.08 and in Section 3.05(l) of the Intercreditor Agreement) nor
      (except as contemplated by Section 3.08) the Borrower shall have the right
      to assign its rights or obligations hereunder or any interest herein without
      the
      prior written consent of the other party, subject to the requirements of
      Section 7.08(b). The Liquidity Provider may grant participations herein or
      in any of its rights hereunder (including, without limitation, funded
      participations and participations in rights to receive interest payments
      hereunder) and under the other Operative Agreements to such Persons (other
      than
      Continental and its Affiliates) as the Liquidity Provider may in its sole
      discretion select, subject to the requirements of Section 7.08(b). No such
      granting of participations by the Liquidity Provider, however, will relieve
      the
      Liquidity Provider of its obligations hereunder. In connection with any
      participation or any proposed participation, the Liquidity Provider may disclose
      to the participant or the proposed participant any information that the Borrower
      is required to deliver or to disclose to the Liquidity Provider pursuant to
      this
      Agreement. The Borrower acknowledges and agrees that the Liquidity Provider’s
      source of funds may derive in part from its participants. Accordingly,
      references in this Agreement and the other Operative Agreements to
      determinations, reserve and capital adequacy requirements, increased costs,
      reduced receipts, additional amounts due pursuant to Section 3.03 and the
      like as they pertain to the Liquidity Provider shall be deemed also to include
      those of each of its participants that are banks (subject, in each case, to
      the
      maximum amount that would have been incurred by or attributable to the Liquidity
      Provider directly if the Liquidity Provider, rather than the participant, had
      held the interest participated).

     

    (b)  If,
      pursuant to subsection (a) above, the Liquidity Provider sells any
      participation in this Agreement to any bank or other entity (each, a
“Transferee”),
      then,
      concurrently with the effectiveness of such participation, the Transferee shall
      (i) represent to the Liquidity Provider (for the benefit of the Liquidity
      Provider and the Borrower) either (A) that it is incorporated under the
      laws of the United States or a state thereof or (B) that under applicable
      law and treaties, no taxes will be required to be withheld with respect to
      any
      payments to be made to such Transferee in respect of this Agreement,
      (ii) furnish to the Liquidity Provider and the Borrower either (x) a
      statement that it is incorporated under the laws of the United States or a
      state
      thereof 

     


    
      
        
        

      

      
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    or
      (y) if it is not so incorporated, two copies of a properly completed United
      States Internal Revenue Service Form W-8ECI or Form W-8BEN, as
      appropriate, or other applicable form, certificate or document prescribed by
      the
      Internal Revenue Service certifying, in each case, such Transferee’s entitlement
      to a complete exemption from United States federal withholding tax in respect
      to
      any and all payments to be made hereunder, and (iii) agree (for the benefit
      of the Liquidity Provider and the Borrower) to provide the Liquidity Provider
      and the Borrower a new Form W-8ECI or Form W-8BEN, as appropriate,
      (A) on or before the date that any such form expires or becomes obsolete or
      (B) after the occurrence of any event requiring a change in the most recent
      form previously delivered by it and prior to the immediately following due
      date
      of any payment by the Borrower hereunder, certifying in the case of a
      Form W-8BEN or Form W-8ECI that such Transferee is entitled to a
      complete exemption from United States federal withholding tax on payments under
      this Agreement. Unless the Borrower has received forms or other documents
      reasonably satisfactory to it (and required by applicable law) indicating that
      payments hereunder are not subject to United States federal withholding tax,
      the
      Borrower will withhold taxes as required by law from such payments at the
      applicable statutory rate.

     

    (c)  Notwithstanding
      the other provisions of this Section 7.08, the Liquidity Provider may
      assign and pledge all or any portion of the Advances owing to it to any Federal
      Reserve Bank or the United States Treasury as collateral security pursuant
      to
      Regulation A of the Board of Governors of the Federal Reserve System and any
      Operating Circular issued by such Federal Reserve Bank, provided that any
      payment in respect of such assigned Advances made by the Borrower to the
      Liquidity Provider in accordance with the terms of this Agreement shall satisfy
      the Borrower’s obligations hereunder in respect of such assigned Advance to the
      extent of such payment. No such assignment shall release the Liquidity Provider
      from its obligations hereunder.

     

    Section
      7.09  Severability.
      Any
      provision of this Agreement which is prohibited, unenforceable or not authorized
      in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
      of such prohibition, unenforceability or non-authorization without invalidating
      the remaining provisions hereof or affecting the validity, enforceability or
      legality of such provision in any other jurisdiction.

     

    Section
      7.10  GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
      THE
      STATE OF NEW YORK.

     

    Section
      7.11  Submission
      to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity. 

     

    (a) Each
      of the parties hereto hereby irrevocably and unconditionally:

     

    (i)  submits
      for itself and its property in any legal action or proceeding relating to this
      Agreement or any other Operative Agreement, or for recognition and enforcement
      of any judgment in respect hereof or thereof, to the nonexclusive general
      jurisdiction of the courts of the State of New York, the courts of the United
      States of America for the Southern District of New York, and the appellate
      courts from any thereof;

    

      
        
          
          

        

        
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    (ii)  consents
      that any such action or proceeding may be brought in such courts, and waives
      any
      objection that it may now or hereafter have to the venue of any such action
      or
      proceeding in any such court or that such action or proceeding was brought
      in an
      inconvenient court and agrees not to plead or claim the same;

     

    (iii)  agrees
      that service of process in any such action or proceeding may be effected by
      mailing a copy thereof by registered or certified mail (or any substantially
      similar form of mail), postage prepaid, to each party hereto at its address
      set
      forth in Section 7.02 hereof, or at such other address of which the
      Liquidity Provider shall have been notified pursuant thereto; and

     

    (iv)  agrees
      that nothing herein shall affect the right to effect service of process in
      any
      other manner permitted by law or shall limit the right to sue in any other
      jurisdiction.

     

    (b)  THE
      BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE
      RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
      OUT
      OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER
      OF
      THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED, including,
      without limitation, contract claims, tort claims, breach of duty claims and
      all
      other common law and statutory claims. The Borrower and the Liquidity Provider
      each warrant and represent that it has reviewed this waiver with its legal
      counsel, and that it knowingly and voluntarily waives its jury trial rights
      following consultation with such legal counsel. THIS WAIVER IS IRREVOCABLE,
      AND
      CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY
      TO
      ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
      AGREEMENT.

     

    (c)  The
      Liquidity Provider hereby waives any immunity it may have from the jurisdiction
      of the courts of the United States or of any State and waives any immunity
      any
      of its properties located in the United States may have from attachment or
      execution upon a judgment entered by any such court under the United States
      Foreign Sovereign Immunities Act of 1976 or any similar successor
      legislation.

     

    Section
      7.12  Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts and by different parties
      hereto on separate counterparts, each of which counterparts, when so executed
      and delivered, shall be deemed to be an original and all of which counterparts,
      taken together, shall constitute but one and the same Agreement.

     

    Section
      7.13  Entirety.
      This
      Agreement, the Intercreditor Agreement and the other Operative Agreements to
      which the Liquidity Provider is a party constitute the entire agreement of
      the
      parties hereto with respect to the subject matter hereof and supersedes all
      prior understandings and agreements of such parties.

     

    Section
      7.14  Headings.
      Section
      headings in this Agreement are included herein for convenience of reference
      only
      and shall not constitute a part of this Agreement for any other
      purpose.

    

      
        
          
          

        

        
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    Section
      7.15  Transfer.
      The
      Liquidity Provider hereby acknowledges and consents to the Transfer contemplated
      by the Assignment and Assumption Agreement.

     

    Section
      7.16  LIQUIDITY
      PROVIDER’S OBLIGATION TO MAKE ADVANCES.
      EXCEPT
      AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE LIQUIDITY
      PROVIDER TO MAKE ADVANCES HEREUNDER, AND THE BORROWER’S RIGHTS TO DELIVER
      NOTICES OF BORROWING REQUESTING THE MAKING OF ADVANCES HEREUNDER, SHALL BE
      UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE
      STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

     

    Section
      7.17  Patriot
      Act.
      In
      compliance with the USA Patriot Act and 31 CFR Part 103.121 and, in the case
      of
      a non-U.S. entity, any other similar requirements of the relevant foreign
      jurisdiction, when requested the Borrower shall provide to the Liquidity
      Provider certain information relating to the Borrower that the Liquidity
      Provider may be required to obtain and keep on file, including the Borrower’s
      name, address and various identifying documents.

     

    


     

    



    
      
        
          


        

        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties have caused this Agreement to be duly executed and delivered by their
      respective officers thereunto duly authorized as of the date first set forth
      above.

     

    
      	 	
              WILMINGTON
                TRUST COMPANY,
                not in its individual capacity but solely as Subordination Agent,
                as agent
                and trustee for the Class B Trust,

              as
                Borrower

               

            
	 	
              By:

            	 
	 	 	
              Name:

              Title:

            
	 	 
	 	
               

              RZB
                FINANCE LLC,

              as
                Liquidity Provider

               

            
	 	
              By:

            	 
	 	 	
              Name:

              Title:

            
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

              Title:

            
	 	 
	 	 


    

    


    


    


    



    
      
        
          


        

        
        

      

      
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    SCHEDULE A

    TO

    REVOLVING
      CREDIT AGREEMENT

     

    CERTAIN
      ECONOMIC TERMS

     

    


    1. Applicable
      Margin (Unpaid Advance/Applied Provider Advance): 1.75% per annum.

    


    2. Initial
      Expiry Date: April 8, 2008.

    


    3. Liquidity
      Event of Default Delivery Period threshold: $450,000,000.

    


    4. Initial
      Maximum Commitment: $23,354,316.

    


    5. Prospectus
      Supplement date: March 27, 2007.

    


    


    



    
      
        
          


        

        
        

      

      
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    SCHEDULE B

    TO

    REVOLVING
      CREDIT AGREEMENT

     

    ADMINISTRATION
      DETAILS

     

    


    


    
      	
              Borrower:

            	
              WILMINGTON
                TRUST COMPANY

            
	
               

              Address:

            	
               

              Rodney
                Square North

              1100
                North Market Square

              Wilmington,
                DE 19890-1605

              Attention:
                Corporate Capital Market Services

              Telephone:
                (302) 636-6296

              Telecopy:
                (302) 636-4140

            
	
               

              Liquidity
                Provider:

            	
               

              RZB
                FINANCE LLC

            
	
               

              Address:

            	
               

              24
                Grassy Plain Street

              Bethel,
                CT 06801

              Attention:
                Mr. Chris Hoedl, Ms. Marta Miller

              Telephone:
                (203) 207-0115

              Telecopy:
                (203) 744-6474

            
	
               

              Account
                Details:

            	
               

              Bank:
                Citibank NA

              New
                York, NY

              ABA
                #: 021-000-089

              Acct.
                Name: RZB Finance LLC

              Account
                #: 3617-7625

              Reference:
                WTC/Continental

              Attn:
                Terri Weiner, 212-845-8356

            


    

    


    



    
      
        
           

        

        
        

      

      
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    ANNEX
      I

    TO

    REVOLVING
      CREDIT AGREEMENT

     

    INTEREST
      ADVANCE NOTICE OF BORROWING

     

    The
      undersigned, a duly authorized signatory of the undersigned borrower (the
“Borrower”),
      hereby certifies to RZB Finance LLC (the “Liquidity
      Provider”),
      with
      reference to the Revolving Credit Agreement (2007-1B) dated as of April 10,
      2007, between the Borrower and the Liquidity Provider (the “Liquidity
      Agreement”;
      the
      terms defined therein and not otherwise defined herein being used herein as
      therein defined or referenced), that:

     

    (1) The
      Borrower is the Subordination Agent under the Intercreditor
      Agreement.

     

    (2) The
      Borrower is delivering this Notice of Borrowing for the making of an Interest
      Advance by the Liquidity Provider to be used, subject to clause (3)(v)
      below, for the payment of interest on the Class B Certificates which was
      payable on ____________, ____ (the “Distribution
      Date”)
      in
      accordance with the terms and provisions of the Class B Trust Agreement and
      the Class B Certificates, which Advance is requested to be made on
      ____________, ____. The Interest Advance should be transferred to [name of
      bank/wire instructions/ABA number] in favor of account number [ ], reference
      [
      ].

     

    (3) The
      amount of the Interest Advance requested hereby (i) is $[_____________], to
      be applied in respect of the payment of the interest which was due and payable
      on the Class B Certificates on the Distribution Date, (ii) does not
      include any amount with respect to the payment of principal of, or premium
      on,
      the Class B Certificates, or principal of, or interest or premium on, the
      Class A Certificates and the Class C Certificates, (iii) was
      computed in accordance with the provisions of the Class B Certificates, the
      Liquidity Agreement, the Class B Trust Agreement and the Intercreditor
      Agreement (a copy of which computation is attached hereto as Schedule I),
      (iv) does not exceed the Maximum Available Commitment on the date hereof,
      (v) does not include any amount of interest which was due and payable on
      the Class B Certificates on such Distribution Date but which remains unpaid
      due to the failure of the Depositary to pay any amount of accrued interest
      on
      the Deposits on such Distribution Date and (vi) has not been and is not the
      subject of a prior or contemporaneous Notice of Borrowing.

     

    (4) Upon
      receipt by or on behalf of the Borrower of the amount requested hereby,
      (a) the Borrower will apply the same in accordance with the terms of
      Section 3.5(b) of the Intercreditor Agreement, (b) no portion of
      such amount shall be applied by the Borrower for any other purpose and
      (c) no portion of such amount until so applied shall be commingled with
      other funds held by the Borrower.

     

    The
      Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, the
      making of the Interest Advance as requested by this Notice of Borrowing shall
      automatically reduce, subject to reinstatement in accordance with the terms
      of
      the Liquidity Agreement, the Maximum Available Commitment by an amount equal
      to
      the amount of the Interest Advance 

     


    
      
         

        
        

      

      
        
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    requested
      to be made hereby as set forth in clause (i) of paragraph (3) of this
      Notice of Borrowing and such reduction shall automatically result in
      corresponding reductions in the amounts available to be borrowed pursuant to
      a
      subsequent Advance.

     


    
      
         

        
        

      

      
        
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    IN
      WITNESS WHEREOF,
      the
      Borrower has executed and delivered this Notice of Borrowing as of the ____
      day
      of _________, ____.

     

    
      	 	
              WILMINGTON
                TRUST COMPANY,
                not in its individual capacity but solely as Subordination Agent,
                as
                Borrower

               

            
	 	
              By:

            	 
	 	 	
              Name:

              Title:

            


    

    


    


    


    



    
      
        
           

        

        
        

      

      
        
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    SCHEDULE I

    TO

    INTEREST
      ADVANCE NOTICE OF BORROWING

     

    [Insert
      copy of computations in accordance with Interest Advance Notice of
      Borrowing]

     

    



    
      
        
           

        

        
        

      

      
        
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    ANNEX II

    TO

    REVOLVING
      CREDIT AGREEMENT

     

    NON-EXTENSION
      ADVANCE NOTICE OF BORROWING

     

    The
      undersigned, a duly authorized signatory of the undersigned borrower (the
“Borrower”),
      hereby certifies to RZB Finance LLC (the “Liquidity
      Provider”),
      with
      reference to the Revolving Credit Agreement (2007-1B) dated as of April 10,
      2007, between the Borrower and the Liquidity Provider (the “Liquidity
      Agreement”;
      the
      terms defined therein and not otherwise defined herein being used herein as
      therein defined or referenced), that:

     

    (1) The
      Borrower is the Subordination Agent under the Intercreditor
      Agreement.

     

    (2) The
      Borrower is delivering this Notice of Borrowing for the making of the
      Non-Extension Advance by the Liquidity Provider to be used for the funding
      of
      the Class B Cash Collateral Account in accordance with Section 3.5(d)
      of the Intercreditor Agreement, which Advance is requested to be made on
      __________, ____. The Non-Extension Advance should be transferred to [name
      of
      bank/wire instructions/ABA number] in favor of account number [ ], reference
      [
      ].

     

    (3) The
      amount of the Non-Extension Advance requested hereby (i) is
      $_______________.__, which equals the Maximum Available Commitment on the date
      hereof and is to be applied in respect of the funding of the Class B Cash
      Collateral Account in accordance with Section 3.5(d) of the Intercreditor
      Agreement, (ii) does not include any amount with respect to the payment of
      the principal of, or premium on, the Class B Certificates, or principal of,
      or interest or premium on, the Class A Certificates or the Class C
      Certificates, (iii) was computed in accordance with the provisions of the
      Class B Certificates, the Liquidity Agreement, the Class B Trust
      Agreement and the Intercreditor Agreement (a copy of which computation is
      attached hereto as Schedule I), and (iv) has not been and is not the
      subject of a prior or contemporaneous Notice of Borrowing under the Liquidity
      Agreement.

     

    (4) Upon
      receipt by or on behalf of the Borrower of the amount requested hereby,
      (a) the Borrower will deposit such amount in the Class B Cash
      Collateral Account and apply the same in accordance with the terms of
      Section 3.5(d) of the Intercreditor Agreement, (b) no portion of such
      amount shall be applied by the Borrower for any other purpose and (c) no
      portion of such amount until so applied shall be commingled with other funds
      held by the Borrower.

     

    The
      Borrower hereby acknowledges that, pursuant to the Liquidity Agreement,
      (A) the making of the Non-Extension Advance as requested by this Notice of
      Borrowing shall automatically and irrevocably terminate the obligation of the
      Liquidity Provider to make further Advances under the Liquidity Agreement;
      and
      (B) following the making by the Liquidity Provider of the Non-Extension
      Advance requested by this Notice of Borrowing, the Borrower shall not be
      entitled to request any further Advances under the Liquidity
      Agreement.

     


    
      
         

        
        

      

      
        
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    IN
      WITNESS WHEREOF,
      the
      Borrower has executed and delivered this Notice of Borrowing as of the ____
      day
      of _________, ____.

     

    
      	 	
              WILMINGTON
                TRUST COMPANY,
                not in its individual capacity but solely as Subordination Agent,
                as
                Borrower

               

            
	 	
              By:

            	 
	 	 	
              Name:

              Title:

            


    

    


    


    


    



    
      
        
           

        

        
        

      

      
        
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    SCHEDULE I

    TO

    NON-EXTENSION
      ADVANCE NOTICE OF BORROWING

     

    [Insert
      copy of computations in accordance with Non-Extension Advance Notice of
      Borrowing]

     

    



    
      
        
           

        

        
        

      

      
        
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    ANNEX III

    TO

    REVOLVING
      CREDIT AGREEMENT

     

    DOWNGRADE
      ADVANCE NOTICE OF BORROWING

     

    The
      undersigned, a duly authorized signatory of the undersigned borrower (the
“Borrower”),
      hereby certifies to RZB
      FINANCE LLC
      (the
“Liquidity
      Provider”),
      with
      reference to the REVOLVING
      CREDIT AGREEMENT (2007-1B)
      dated as
      of April 10, 2007, between the Borrower and the Liquidity Provider (the
“Liquidity
      Agreement”;
      the
      terms defined therein and not otherwise defined herein being used herein as
      therein defined or referenced), that:

     

    (1) The
      Borrower is the Subordination Agent under the Intercreditor
      Agreement.

     

    (2) The
      Borrower is delivering this Notice of Borrowing for the making of the Downgrade
      Advance by the Liquidity Provider to be used for the funding of the Class B
      Cash Collateral Account in accordance with Section 3.5(c) of the
      Intercreditor Agreement by reason of the occurrence of a Downgrade Event, which
      Advance is requested to be made on __________, ____. The Downgrade Advance
      should be transferred to [name of bank/wire instructions/ABA number] in favor
      of
      account number [ ], reference [ ].

     

    (3) The
      amount of the Downgrade Advance requested hereby (i) is
      $_______________.__, which equals the Maximum Available Commitment on the date
      hereof and is to be applied in respect of the funding of the Class B Cash
      Collateral Account in accordance with Section 3.5(c) of the Intercreditor
      Agreement, (ii) does not include any amount with respect to the payment of
      the principal of, or premium on, the Class B Certificates, or principal of,
      or interest or premium on, the Class A Certificates or the Class C
      Certificates, (iii) was computed in accordance with the provisions of the
      Class B Certificates, the Liquidity Agreement, the Class B Trust
      Agreement and the Intercreditor Agreement (a copy of which computation is
      attached hereto as Schedule I), and (iv) has not been and is not the
      subject of a prior or contemporaneous Notice of Borrowing under the Liquidity
      Agreement.

     

    (4) Upon
      receipt by or on behalf of the Borrower of the amount requested hereby,
      (a) the Borrower will deposit such amount in the Class B Cash
      Collateral Account and apply the same in accordance with the terms of
      Section 3.5(c) of the Intercreditor Agreement, (b) no portion of such
      amount shall be applied by the Borrower for any other purpose and (c) no
      portion of such amount until so applied shall be commingled with other funds
      held by the Borrower.

     

    The
      Borrower hereby acknowledges that, pursuant to the Liquidity Agreement,
      (A) the making of the Downgrade Advance as requested by this Notice of
      Borrowing shall automatically and irrevocably terminate the obligation of the
      Liquidity Provider to make further Advances under the Liquidity Agreement;
      and
      (B) following the making by the Liquidity Provider of the 

     


    
      
         

        
        

      

      
        
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      [Revolving
        Credit Agreement (2007-1B)]

    


    Downgrade
      Advance requested by this Notice of Borrowing, the Borrower shall not be
      entitled to request any further Advances under the Liquidity
      Agreement.

     


    
      
         

        
        

      

      
        
          ANNEX
            III
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      [Revolving
        Credit Agreement (2007-1B)]

    


    IN
      WITNESS WHEREOF,
      the
      Borrower has executed and delivered this Notice of Borrowing as of the ____
      day
      of _________, ____.

     

    
      	 	
              WILMINGTON
                TRUST COMPANY,
                not in its individual capacity but solely as Subordination Agent,
                as
                Borrower

               

            
	 	
              By:

            	 
	 	 	
              Name:

              Title:

            


    

    


    


    



    
      
         

        
        

      

      
        
          ANNEX
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      [Revolving
        Credit Agreement (2007-1B)]

    


    SCHEDULE I

    TO

    DOWNGRADE
      ADVANCE NOTICE OF BORROWING

    


    [Insert
      copy of computations in accordance with Downgrade Advance Notice of
      Borrowing]

     

    



    
      
        
           

        

        
        

      

      
        
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      [Revolving
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    ANNEX
      IV

    TO

    REVOLVING
      CREDIT AGREEMENT

     

    FINAL
      ADVANCE NOTICE OF BORROWING

     

    The
      undersigned, a duly authorized signatory of the undersigned borrower (the
“Borrower”),
      hereby certifies to RZB
      FINANCE LLC
      (the
“Liquidity
      Provider”),
      with
      reference to the REVOLVING
      CREDIT AGREEMENT (2007-1B)
      dated as
      of April 10, 2007, between the Borrower and the Liquidity Provider (the
“Liquidity
      Agreement”;
      the
      terms defined therein and not otherwise defined herein being used herein as
      therein defined or referenced), that:

     

    (1) The
      Borrower is the Subordination Agent under the Intercreditor
      Agreement.

     

    (2) The
      Borrower is delivering this Notice of Borrowing for the making of the Final
      Advance by the Liquidity Provider to be used for the funding of the Class B
      Cash Collateral Account in accordance with Section 3.5(i) of the
      Intercreditor Agreement by reason of the receipt by the Borrower of a
      Termination Notice from the Liquidity Provider with respect to the Liquidity
      Agreement, which Advance is requested to be made on ____________, ____. The
      Final Advance should be transferred to [name of bank/wire instructions/ABA
      number] in favor of account number [ ], reference [ ].

     

    (3) The
      amount of the Final Advance requested hereby (i) is $_________________.__,
      which equals the Maximum Available Commitment on the date hereof and is to
      be
      applied in respect of the funding of the Class B Cash Collateral Account in
      accordance with Section 3.5(i) of the Intercreditor Agreement,
      (ii) does not include any amount with respect to the payment of principal
      of, or premium on, the Class B Certificates, or principal of, or interest
      or premium on, the Class A Certificates or the Class C Certificates,
      (iii) was computed in accordance with the provisions of the Class B
      Certificates, the Liquidity Agreement, the Class B Trust Agreement and the
      Intercreditor Agreement (a copy of which computation is attached hereto as
      Schedule I), and (iv) has not been and is not the subject of a prior
      or contemporaneous Notice of Borrowing.

     

    (4) Upon
      receipt by or on behalf of the Borrower of the amount requested hereby,
      (a) the Borrower will deposit such amount in the Class B Cash
      Collateral Account and apply the same in accordance with the terms of
      Section 3.5(i) of the Intercreditor Agreement, (b) no portion of such
      amount shall be applied by the Borrower for any other purpose and (c) no
      portion of such amount until so applied shall be commingled with other funds
      held by the Borrower.

     

    (5) The
      Borrower hereby requests that the Advance requested hereby be a Base Rate
      Advance [and that such Base Rate Advance be converted into a LIBOR Advance
      on
      the third Business Day following your receipt of this notice.] 

     


    
      
         

        
        

      

      
        
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      [Revolving
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    The
      Borrower hereby acknowledges that, pursuant to the Liquidity Agreement,
      (A) the making of the Final Advance as requested by this Notice of
      Borrowing shall automatically and irrevocably terminate the obligation of the
      Liquidity Provider to make further Advances under the Liquidity Agreement;
      and
      (B) following the making by the Liquidity Provider of the Final Advance
      requested by this Notice of Borrowing, the Borrower shall not be entitled to
      request any further Advances under the Liquidity Agreement.

     


    
      
         

        
        

      

      
        
          ANNEX
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      [Revolving
        Credit Agreement (2007-1B)]

    


    IN
      WITNESS WHEREOF,
      the
      Borrower has executed and delivered this Notice of Borrowing as of the ____
      day
      of _________, ____.

     

    
      	 	
              WILMINGTON
                TRUST COMPANY,
                not in its individual capacity but solely as Subordination Agent,
                as
                Borrower

               

            
	 	
              By:

            	 
	 	 	
              Name:

              Title:

            


    

    


    


    



    
      
         

        
        

      

      
        
          ANNEX
            IV
Page 3

        

        
          

        

      

      
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      [Revolving
        Credit Agreement (2007-1B)]

    


    SCHEDULE I

    TO

    FINAL
      ADVANCE NOTICE OF BORROWING

     

    [Insert
      copy of computations in accordance with Final Advance Notice of
      Borrowing]

     

    



    
      
        
           

        

        
        

      

      
        
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      [Revolving
        Credit Agreement (2007-1B)]

    



    ANNEX
      V

    TO

    REVOLVING
      CREDIT AGREEMENT

     

    NOTICE
      OF TERMINATION

     

    [Date]

     

    Wilmington
      Trust Company,

    as
      Subordination Agent, as Borrower

    Rodney
      Square North

    1100
      North Market Square

    Wilmington,
      DE 19890-0001

     

    Attention:
      Corporate Trust Administration

     

    Revolving
      Credit Agreement dated as of April 10, 2007 between Wilmington Trust Company,
      as
      Subordination Agent, as agent and trustee for the Continental Airlines Pass
      Through Trust, 2007-1B-[O/S], as Borrower, and RZB Finance LLC (the
“Liquidity
      Agreement”)

     

    Ladies
      and Gentlemen:

     

    You
      are
      hereby notified that pursuant to Section 6.01 of the Liquidity Agreement,
      by reason of the occurrence of a Liquidity Event of Default and the existence
      of
      a Performing Note Deficiency (each as defined therein), we are giving this
      notice to you in order to cause (i) our obligations to make Advances (as
      defined therein) under such Liquidity Agreement to terminate on the fifth
      Business Day after the date on which you receive this notice and (ii) you
      to request a Final Advance under the Liquidity Agreement pursuant to
      Section 3.5(i) of the Intercreditor Agreement (as defined in the Liquidity
      Agreement) as a consequence of your receipt of this notice.

     


    
      
         

        
        

      

      
        
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      [Revolving
        Credit Agreement (2007-1B)]

    


    THIS
      NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY
      AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL
      TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS
      NOTICE.

     

    
      	 	
              Very
                truly yours,

               

              RZB
                FINANCE LLC
                as
                Liquidity Provider

               

            
	 	
              By:

            	 
	 	 	
              Name:

              Title:

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

              Title:

            
	 	 	 


    

    


    cc:  
Wilmington
      Trust Company,
 as
      Class B Trustee

     

    


    


    



    
      
        
           

        

        
        

      

      
        
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      [Revolving
        Credit Agreement (2007-1B)]

    



    ANNEX
      VI

    TO

    REVOLVING
      CREDIT AGREEMENT

     

    NOTICE
      OF REPLACEMENT SUBORDINATION AGENT

     

    [Date]

    Attention:

     

    Revolving
      Credit Agreement dated as of April 10, 2007, between Wilmington Trust Company,
      as Subordination Agent, as agent and trustee for the Continental Airlines Pass
      Through Trust, 2007-1B-[O/S], as Borrower, and RZB Finance LLC (the
“Liquidity
      Agreement”)

     

    Ladies
      and Gentlemen:

     

    For
      value
      received, the undersigned beneficiary hereby irrevocably transfers
      to:

     

    ______________________________

    [Name
      of
      Transferee]

     

    ______________________________

    [Address
      of Transferee]

     

    all
      rights and obligations of the undersigned as Borrower under the Liquidity
      Agreement referred to above. The transferee has succeeded the undersigned as
      Subordination Agent under the Intercreditor Agreement referred to in the first
      paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1
      of the Intercreditor Agreement.

     

    By
      this
      transfer, all rights of the undersigned as Borrower under the Liquidity
      Agreement are transferred to the transferee and the transferee shall hereafter
      have the sole rights and obligations as Borrower thereunder. The undersigned
      shall pay any costs and expenses of such transfer, including, but not limited
      to, transfer taxes or governmental charges.

     

    We
      ask
      that this transfer be effective as of _______________, ____.

     

    
      	 	
              WILMINGTON
                TRUST COMPANY,
                not in its individual capacity but solely as Subordination Agent,
                as
                Borrower

               

            
	 	
              By:

            	 
	 	 	
              Name:

              Title:

            


    

    


    
 

     

     

     

    
      
        ANNEX
          VI
Page 1