Intercreditor Agreement, dated as of April 10, 2007


    


    


    


    
      
        

      



    


    INTERCREDITOR
      AGREEMENT

    (2007-1)

    


    Dated
      as
      of

    April
      10,
      2007

    


    AMONG

    


    WILMINGTON
      TRUST COMPANY,

    not
      in
      its individual capacity

    but
      solely as Trustee under the

    Continental
      Airlines Pass Through Trust 2007-1A,

    Continental
      Airlines Pass Through Trust 2007-1B,

    and

    Continental
      Airlines Pass Through Trust 2007-1C

    


    RZB
      FINANCE LLC,

    as
      Class
      A Liquidity Provider

    and

    as
      Class
      B Liquidity Provider

    


    AND

    


    WILMINGTON
      TRUST COMPANY,

    not
      in
      its individual capacity except

    as
      expressly set forth herein but

    solely
      as
      Subordination Agent and Trustee

    


    
      
 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    TABLE
      OF
      CONTENTS


    


    Page


    
      	
               

              ARTICLE
                I DEFINITIONS

            	
               

              2

            
	
              SECTION
                1.1. Definitions

            	
              2

            
	
               

              ARTICLE
                II TRUST ACCOUNTS; CONTROLLING
                PARTY

            	
               

              22

            
	
              SECTION
                2.1. Agreement to Terms of Subordination; Payments from
                Monies Received Only

            	
              22

            
	
              SECTION
                2.2. Trust Accounts

            	
              22

            
	
              SECTION
                2.3. Deposits to the Collection Account and Special
                Payments Account

            	
              24

            
	
              SECTION
                2.4. Distributions of Special Payments

            	
              24

            
	
              SECTION
                2.5. Designated Representatives

            	
              26

            
	
              SECTION
                2.6. Controlling Party

            	
              26

            
	
              SECTION
                2.7. Equipment Note Buy-Out Rights

            	
              28

            
	
               

              ARTICLE
                III RECEIPT, DISTRIBUTION AND APPLICATION OF
                AMOUNTS RECEIVED

            	
               

              31

            
	
              SECTION
                3.1. Written Notice of Distribution

            	
              31

            
	
              SECTION
                3.2. Distribution of Amounts on Deposit in the Collection
                Account

            	
              33

            
	
              SECTION
                3.3. Other Payments

            	
              36

            
	
              SECTION
                3.4. Payments to the Trustees and the Liquidity
                Providers

            	
              36

            
	
              SECTION
                3.5. Liquidity Facilities

            	
              36

            
	
               

              ARTICLE
                IV EXERCISE OF REMEDIES

            	
               

              43

            
	
              SECTION
                4.1. Directions from the Controlling
                Party

            	
              43

            
	
              SECTION
                4.2. Remedies Cumulative

            	
              45

            
	
              SECTION
                4.3. Discontinuance of Proceedings

            	
              45

            
	
              SECTION
                4.4. Right of Certificateholders and the Liquidity
                Providers to Receive Payments Not to Be Impaired

            	
              45

            
	
              SECTION
                4.5. Undertaking for Costs

            	
              45

            
	
               

              ARTICLE
                V DUTIES OF THE SUBORDINATION AGENT; AGREEMENTS
                OF
                TRUSTEES, ETC.

            	
               

              46

            
	
              SECTION
                5.1. Notice of Indenture Default or Triggering
                Event

            	
              46

            
	
              SECTION
                5.2. Indemnification

            	
              47

            
	
              SECTION
                5.3. No Duties Except as Specified in Intercreditor
                Agreement

            	
              47

            
	
              SECTION
                5.4. Notice from the Liquidity Providers and
                Trustees

            	
              48

            
	
               

              ARTICLE
                VI THE SUBORDINATION AGENT

            	
               

              48

            
	
              SECTION
                6.1. Authorization; Acceptance of Trusts and
                Duties

            	
              48

            
	
              SECTION
                6.2. Absence of Duties

            	
              48

            
	
              SECTION
                6.3. No Representations or Warranties as to
                Documents

            	
              48

            


    

     

    
      
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    Page

    
         

    

    
      	
              SECTION
                6.4. No Segregation of Monies; No
                Interest 

            	 
	
              SECTION
                6.5. Reliance; Agents; Advice of
                Counsel

            	
              49

            
	
              SECTION
                6.6. Capacity in Which Acting

            	
              49

            
	
              SECTION
                6.7. Compensation

            	
              49

            
	
              SECTION
                6.8. May Become Certificateholder

            	
              50

            
	
              SECTION
                6.9. Subordination Agent Required;
                Eligibility

            	
              50

            
	
              SECTION
                6.10. Money to Be Held in Trust

            	
              50

            
	
               

              ARTICLE
                VII INDEMNIFICATION OF SUBORDINATION
                AGENT

            	
               

              50

            
	
              SECTION
                7.1. Scope of Indemnification

            	
              50

            
	
               

              ARTICLE
                VIII SUCCESSOR SUBORDINATION
                AGENT

            	
               

              50

            
	
              SECTION
                8.1. Replacement of Subordination Agent; Appointment
                of
                Successor

            	
              51

            
	
               

              ARTICLE
                IX SUPPLEMENTS AND AMENDMENTS

            	
               

              52

            
	
              SECTION
                9.1. Amendments, Waivers, etc.

            	
              52

            
	
              SECTION
                9.2. Subordination Agent Protected

            	
              55

            
	
              SECTION
                9.3. Effect of Supplemental Agreements

            	
              55

            
	
              SECTION
                9.4. Notice to Rating Agencies

            	
              56

            
	
               

              ARTICLE
                X MISCELLANEOUS

            	
               

              56

            
	
              SECTION
                10.1. Termination of Intercreditor
                Agreement

            	
              56

            
	
              SECTION
                10.2. Intercreditor Agreement for Benefit of Trustees,
                Liquidity Providers and Subordination Agent

            	
              56

            
	
              SECTION
                10.3. Notices

            	
              56

            
	
              SECTION
                10.4. Severability

            	
              57

            
	
              SECTION
                10.5. No Oral Modifications or Continuing
                Waivers

            	
              57

            
	
              SECTION
                10.6. Successors and Assigns

            	
              57

            
	
              SECTION
                10.7. Headings

            	
              58

            
	
              SECTION
                10.8. Counterpart Form

            	
              58

            
	
              SECTION
                10.9. Subordination

            	
              58

            
	
              SECTION
                10.10. Governing Law

            	
              59

            
	
              SECTION
                10.11. Submission to Jurisdiction; Waiver of Jury Trial;
                Waiver of Immunity

            	
              59

            
	 	 


    

     


    
      
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    INTERCREDITOR
      AGREEMENT

     

    INTERCREDITOR
      AGREEMENT dated as of April 10, 2007, among WILMINGTON TRUST COMPANY, a Delaware
      corporation ("WTC"),
      not
      in its individual capacity but solely as Trustee of each Trust (each as defined
      below); RZB FINANCE LLC, a limited liability company organized under the laws
      of
      Delaware ("RZB"),
      as
      Class A Liquidity Provider and Class B Liquidity Provider; and WILMINGTON TRUST
      COMPANY, not in its individual capacity except as expressly set forth herein,
      but solely as Subordination Agent and trustee hereunder (in such capacity,
      together with any successor appointed pursuant to Article VIII hereof, the
      "Subordination
      Agent").

     

    WHEREAS,
      all capitalized terms used herein shall have the respective meanings referred
      to
      in Article I hereof;

     

    WHEREAS,
      pursuant to each Indenture, Continental will issue on a recourse basis up to
      (and including) three series of Equipment Notes to finance the purchase of
      the
      related Aircraft;

     

    WHEREAS,
      pursuant to the Financing Agreements, each Trust will acquire Equipment Notes
      having an interest rate equal to the interest rate applicable to the
      Certificates to be issued by such Trust;

     

    WHEREAS,
      pursuant to each Trust Agreement, the Trust created thereby proposes to issue
      a
      single class of Certificates (a "Class")
      bearing the interest rate and having the final distribution date described
      in
      such Trust Agreement on the terms and subject to the conditions set forth
      therein;

     

    WHEREAS,
      pursuant to the Underwriting Agreement, the Underwriters propose to purchase
      the
      Class A Certificates issued by the Class A Trust, the Class B Certificates
      issued by the Class B Trust and the Class C Certificates issued by the Class
      C
      Trust in the aggregate face amount set forth opposite the name of such Trust
      on
      Schedule I thereto on the terms and subject to the conditions set forth
      therein;

     

    WHEREAS,
      the Class A Liquidity Provider proposes to enter into a revolving credit
      agreement relating to the Class A Certificates and the Class B Liquidity
      Provider proposes to enter into a revolving credit agreement relating to the
      Class B Certificates, in each case with the Subordination Agent, as agent for
      the Trustee of the applicable Trust, respectively, for the benefit of the
      Certificateholders of such Trust;

     

    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 RZB under the Class A Liquidity Facility and the Class B
      Liquidity Facility; and


    
      
        
        

      

      
        
        

        
          

        

      

      
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    WHEREAS,
      it is a condition precedent to the obligations of the Underwriters under the
      Underwriting Agreement that the Subordination Agent, the Trustees and the
      Liquidity Providers agree to the terms of subordination set forth in this
      Agreement in respect of each Class of Certificates, and the Subordination Agent,
      the Trustees and the Liquidity Providers, by entering into this Agreement,
      hereby acknowledge and agree to such terms of subordination and the other
      provisions of this Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual agreements herein contained, and
      for
      other good and valuable consideration, the receipt and adequacy of which are
      hereby acknowledged, the parties hereto agree as follows:

     

     

    ARTICLE
      I

     

    DEFINITIONS

     

    SECTION
      1.1. Definitions.
      For all
      purposes of this Agreement, except as otherwise expressly provided or unless
      the
      context otherwise requires:

     

    (1) the
      terms
      used herein that are defined in this Article have the meanings assigned to
      them
      in this Article, and include the plural as well as the singular;

     

    (2) all
      references in this Agreement to designated "Articles", "Sections" and other
      subdivisions are to the designated Articles, Sections and other subdivisions
      of
      this Agreement;

     

    (3) the
      words
      "herein", "hereof" and "hereunder" and other words of similar import refer
      to
      this Agreement as a whole and not to any particular Article, Section or other
      subdivision; and

     

    (4) the
      term
      "including" means "including without limitation".

     

    "Acceleration"
      means,
      with respect to the amounts payable in respect of the Equipment Notes issued
      under any Indenture, such amounts becoming immediately due and payable by
      declaration or otherwise. "Accelerate",
      "Accelerated"
      and
      "Accelerating"
      have
      meanings correlative to the foregoing.

     

    "Actual
      Disposition Event" means,
      in
      respect of any Equipment Note: (i) the disposition of the Collateral (as
      defined in the Indenture pursuant to which such Equipment Note was issued)
      securing such Equipment Note, (ii) the occurrence of the mandatory
      redemption date for such Equipment Note following an Event of Loss (as defined
      in such Indenture) with respect to the Aircraft which secured such Equipment
      Note or (iii) the sale of such Equipment Note.

     

    "Additional
      Certificateholders"
      has the
      meaning specified in Section 9.1(d).

     

    "Additional
      Certificates"
      has the
      meaning specified in Section 9.1(d).

     

    "Additional
      Equipment Notes"
      has the
      meaning specified in Section 9.1(d).


    
      
        
        

      

      
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    "Additional
      Trust"
      has the
      meaning specified in Section 9.1(d).

     

    "Additional
      Trust Agreement"
      has the
      meaning specified in Section 9.1(d).

     

    "Additional
      Trustee"
      has the
      meaning specified in Section 9.1(d).

     

    "Administration
      Expenses"
      has the
      meaning specified in clause "first" of Section 3.2.

     

    "Advance",
      with
      respect to any Liquidity Facility, means any Advance as defined in such
      Liquidity Facility.

     

    "Affiliate"
      means,
      with respect to any Person, any other Person directly or indirectly controlling,
      controlled by or under common control with such Person. For the purposes of
      this
      definition, "control" means the power, directly or indirectly, to direct or
      cause the direction of the management and policies of such Person whether
      through the ownership of voting securities or by contract or otherwise; and
      the
      terms "controlling" and "controlled" have meanings correlative to the
      foregoing.

     

    "Aircraft"
      means,
      with respect to each Indenture, the "Aircraft" referred to therein.

     

    "Appraisal"
      has the
      meaning specified in Section 4.1(a)(iv).

     

    "Appraised
      Current Market Value"
      of any
      Aircraft means the lower of the average and the median of the three most recent
      Post-Default Appraisals of such Aircraft.

     

    "Appraisers"
      means
      Aircraft Information Services, Inc., BK Associates, Inc. and Morten Beyer and
      Agnew, Inc. or, so long as the Person entitled or required hereunder to select
      such Appraiser acts reasonably, any other nationally recognized appraiser
      reasonably satisfactory to the Subordination Agent and the Controlling
      Party.

     

    "Assignment
      and Assumption Agreements"
      means
      each of the Assignment and Assumption Agreements to be executed between a
      Trustee and trustee of the relevant Successor Trust in accordance with the
      relevant Trust Agreement, as the same may be amended, modified or supplemented
      from time to time.

     

    "Available
      Amount"
      means,
      with respect to any Liquidity Facility on any date, the Maximum Available
      Commitment (as defined therein) on such date.

     

    "Bankruptcy
      Code"
      means
      the United States Bankruptcy Code, 11 U.S.C. Sections 101 et
      seq.

     

    "Basic
      Agreement"
      means
      the Pass Through Trust Agreement dated as of September 25, 1997 between
      Continental and WTC, not in its individual capacity, except as otherwise
      expressly provided therein, but solely as trustee.


    
      
        
        

      

      
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    "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 Certificate is outstanding, the city and state in which any Trustee,
      the Subordination Agent or any Loan Trustee maintains its Corporate Trust Office
      and that, solely with respect to the making and repayment of Advances under
      any
      Liquidity Facility, also is a "Business Day" as defined in such Liquidity
      Facility.

     

    "Cash
      Collateral Account"
      means
      the Class A Cash Collateral Account or the Class B Cash Collateral Account,
      as
      applicable.

     

    "Certificate"
      means a
      Class A Certificate, a Class B Certificate or a Class C Certificate, as
      applicable.

     

    "Certificate
      Buy-Out Event"
      means
      that a Continental Bankruptcy Event has occurred and is continuing and the
      following events have occurred: (A) (i) the 60-Day Period has expired, and
      (ii)
      Continental has not entered into one or more agreements under Section
      1110(a)(2)(A) of the Bankruptcy Code to perform all of its obligations under
      all
      of the Indentures or, if it has entered into such agreements, has at any time
      thereafter failed to cure any default under any of the Indentures in accordance
      with Section 1110(a)(2)(B) of the Bankruptcy Code; or (B) if prior to the expiry
      of the 60-Day Period, Continental shall have abandoned any
      Aircraft.

     

    "Certificateholder"
      means
      any holder of one or more Certificates.

     

    "Class"
      has the
      meaning assigned to such term in the preliminary statements to this
      Agreement.

     

    "Class
      A Cash Collateral Account"
      means
      an Eligible Deposit Account in the name of the Subordination Agent maintained
      at
      an Eligible Institution, which shall be the Subordination Agent if it shall
      so
      qualify, into which all amounts drawn under the Class A Liquidity Facility
      pursuant to Section 3.5(c), 3.5(d) or 3.5(i) shall be deposited.

     

    "Class
      A Certificateholder"
      means,
      at any time, any holder of one or more Class A Certificates.

     

    "Class
      A Certificates"
      means
      the certificates issued by the Class A Trust, substantially in the form of
      Exhibit A to the Class A Trust Agreement, and authenticated by the Class A
      Trustee, representing fractional undivided interests in the Class A Trust,
      and
      any certificates issued in exchange therefor or replacement thereof pursuant
      to
      the terms of the Class A Trust Agreement.

     

    "Class
      A Liquidity Facility"
      means,
      initially, the Revolving Credit Agreement dated as of the date hereof, between
      the Subordination Agent, as agent and trustee for the Class A Trust, and the
      initial Class A Liquidity Provider, and from and after the replacement of such
      Revolving Credit Agreement pursuant hereto, the Replacement Liquidity Facility
      therefor, if any, in each case as amended, supplemented or otherwise modified
      from time to time in accordance with its terms.


    
      
        
        

      

      
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    "Class
      A Liquidity Provider"
      means
      RZB or, if applicable, any Replacement Liquidity Provider which has issued
      a
      Replacement Liquidity Facility to replace any Class A Liquidity Facility
      pursuant to Section 3.5(e).

     

    "Class
      A Trust"
      means
      (i) prior to the Transfer, the Continental Airlines Pass Through Trust 2007-1A-O
      created and administered pursuant to the Class A Trust Agreement and (ii) after
      the Transfer, the Continental Airlines Pass Through Trust 2007-1A-S created
      and
      administered pursuant to the Class A Trust Agreement.

     

    "Class
      A Trust Agreement"
      means
      (i) prior to the Transfer, the Basic Agreement, as supplemented by the
      Supplement No. 2007-1A-O thereto dated as of the date hereof, governing the
      creation and administration of the Continental Airlines Pass Through Trust
      2007-1A-O and the issuance of the Class A Certificates, as the same may be
      amended, supplemented or otherwise modified from time to time in accordance
      with
      its terms, and (ii) after the Transfer, the Basic Agreement, as
      supplemented by the Supplement No. 2007-1A-S thereto, governing the
      creation and administration of the Continental Airlines Pass Through Trust
      2007-1A-S and the issuance of the Class A Certificates, as the same may be
      amended, supplemented or otherwise modified from time to time in accordance
      with
      its terms.

     

    "Class
      A Trustee"
      means
      WTC, not in its individual capacity except as expressly set forth in the Class
      A
      Trust Agreement, but solely as trustee under the Class A Trust Agreement,
      together with any successor trustee appointed pursuant thereto.

     

    "Class
      B Adjusted Interest" means,
      as
      of any Current Distribution Date: (I) any interest described in
      clause (II) of this definition accruing prior to the immediately preceding
      Distribution Date which remains unpaid and (II) interest at the Stated
      Interest Rate for the Class B Certificates (A) for the number of days
      during the period commencing on, and including, the immediately preceding
      Distribution Date (or, if the Current Distribution Date is the first
      Distribution Date, the Closing Date) and ending on, but excluding the Current
      Distribution Date, on the Preferred B Pool Balance on such Current Distribution
      Date and (B) on the principal amount calculated pursuant to
      clauses (B)(i), (ii), (iii) and (iv) of the definition of Preferred B
      Pool Balance for each Series B Equipment Note with respect to which a
      disposition, distribution, sale or Deemed Disposition Event has occurred since
      the immediately preceding Distribution Date (but only if no such event has
      previously occurred with respect to such Series B Equipment Note), for each
      day
      during the period, for each such Equipment Note, commencing on, and including,
      the immediately preceding Distribution Date (or, if the Current Distribution
      Date is the first Distribution Date, the Closing Date) and ending on, but
      excluding the date of disposition, distribution, sale or Deemed Disposition
      Event with respect to such Equipment Note, Aircraft or Collateral, as the case
      may be.

     

    "Class
      B Cash Collateral Account"
      means
      an Eligible Deposit Account in the name of the Subordination Agent maintained
      at
      an Eligible Institution, which shall be the Subordination Agent if it shall
      so
      qualify, into which all amounts drawn under the Class B Liquidity Facility
      pursuant to Section 3.5(c), 3.5(d) or 3.5(i) shall be deposited.

     

    "Class
      B Certificateholder"
      means,
      at any time, any holder of one or more Class B Certificates.


    
      
        
        

      

      
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    "Class
      B Certificates"
      means
      the certificates issued by the Class B Trust, substantially in the form of
      Exhibit A to the Class B Trust Agreement, and authenticated by the Class B
      Trustee, representing fractional undivided interests in the Class B Trust,
      and
      any certificates issued in exchange therefor or replacement thereof pursuant
      to
      the terms of the Class B Trust Agreement.

     

    "Class
      B Liquidity Facility"
      means,
      initially, the Revolving Credit Agreement dated as of the date hereof, between
      the Subordination Agent, as agent and trustee for the Class B Trust, and the
      initial Class B Liquidity Provider, and from and after the replacement of such
      Revolving Credit Agreement pursuant hereto, the Replacement Liquidity Facility
      therefor, if any, in each case as amended, supplemented or otherwise modified
      from time to time in accordance with its terms.

     

    "Class
      B Liquidity Provider"
      means
      RZB or, if applicable, any Replacement Liquidity Provider which has issued
      a
      Replacement Liquidity Facility to replace any Class B Liquidity Facility
      pursuant to Section 3.5(e).

     

    "Class
      B Trust"
      means
      (i) prior to the Transfer, the Continental Airlines Pass Through Trust 2007-1B-O
      created and administered pursuant to the Class B Trust Agreement and (ii) after
      the Transfer, the Continental Airlines Pass Through Trust 2007-1B-S created
      and
      administered pursuant to the Class B Trust Agreement.

     

    "Class
      B Trust Agreement"
      means
      (i) prior to the Transfer, the Basic Agreement, as supplemented by the
      Supplement No. 2007-1B-O thereto dated as of the date hereof, governing the
      creation and administration of the Continental Airlines Pass Through Trust
      2007-1B-O and the issuance of the Class B Certificates, as the same may be
      amended, supplemented or otherwise modified from time to time in accordance
      with
      its terms, and (ii) after the Transfer, the Basic Agreement, as
      supplemented by the Supplement No. 2007-1B-S thereto, governing the
      creation and administration of the Continental Airlines Pass Through Trust
      2007-1B-S and the issuance of the Class B Certificates, as the same may be
      amended, supplemented or otherwise modified from time to time in accordance
      with
      its terms.

     

    "Class
      B Trustee"
      means
      WTC, not in its individual capacity except as expressly set forth in the Class
      B
      Trust Agreement, but solely as trustee under the Class B Trust Agreement,
      together with any successor trustee appointed pursuant thereto.

     

    "Class
      C Adjusted Interest" means,
      as
      of any Current Distribution Date, (I) any interest described in
      clause (II) of this definition accruing prior to the immediately preceding
      Distribution Date which remains unpaid and (II) interest at the Stated
      Interest Rate for the Class C Certificates (A) for the number of days
      during the period commencing on, and including, the immediately preceding
      Distribution Date (or, if the Current Distribution Date is the first
      Distribution Date, the Closing Date) and ending on, but excluding the Current
      Distribution Date, on the Preferred C Pool Balance on such Current Distribution
      Date and (B) on the principal amount calculated pursuant to
      clauses (B)(i), (ii), (iii) and (iv) of the definition of
      Preferred C Pool Balance for each Series C Equipment Note with respect to which
      a disposition, distribution, sale or Deemed Disposition Event has occurred
      since
      the immediately preceding Distribution Date (but only if no such event has
      previously occurred with respect to such Series C Equipment 


    
      
        
        

      

      
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    Note),
      for each day during the period, for each such Equipment Note, commencing on,
      and
      including, the immediately preceding Distribution Date (or, if the Current
      Distribution Date is the first Distribution Date, the Closing Date) and ending
      on, but excluding the date of disposition, distribution, sale or Deemed
      Disposition Event with respect to such Equipment Note, Aircraft or Collateral,
      as the case may be.

     

    "Class
      C Certificateholder"
      means,
      at any time, any holder of one or more Class C Certificates.

     

    "Class
      C Certificates"
      means
      the certificates issued by the Class C Trust, substantially in the form of
      Exhibit A to the Class C Trust Agreement, and authenticated by the Class C
      Trustee, representing fractional undivided interests in the Class C Trust,
      and
      any certificates issued in exchange therefor or replacement thereof pursuant
      to
      the terms of the Class C Trust Agreement.

     

    "Class
      C Trust"
      means
      (i) prior to the Transfer, the Continental Airlines Pass Through Trust 2007-1C-O
      created and administered pursuant to the Class C Trust Agreement and (ii) after
      the Transfer, the Continental Airlines Pass Through Trust 2007-1C-S created
      and
      administered pursuant to the Class C Trust Agreement.

     

    "Class
      C Trust Agreement"
      means
      (i) prior to the Transfer, the Basic Agreement, as supplemented by the
      Supplement No. 2007-1C-O thereto dated as of the date hereof, governing the
      creation and administration of the Continental Airlines Pass Through Trust
      2007-1C-O and the issuance of the Class C Certificates, as the same may be
      amended, supplemented or otherwise modified from time to time in accordance
      with
      its terms, and (ii) after the Transfer, the Basic Agreement, as supplemented
      by
      the Supplement No. 2007-1C-S thereto, governing the creation and administration
      of the Continental Airlines Pass Through Trust 2007-1C-S and the issuance of
      the
      Class C Certificates, as the same may be amended, supplemented or otherwise
      modified from time to time in accordance with its terms.

     

    "Class
      C Trustee"
      means
      WTC, not in its individual capacity except as expressly set forth in the Class
      C
      Trust Agreement, but solely as trustee under the Class C Trust Agreement,
      together with any successor trustee appointed pursuant thereto.

     

    "Closing
      Date"
      means
      April 10, 2007.

     

    "Code"
      means
      the Internal Revenue Code of 1986, as amended from time to time, and the
      Treasury Regulations promulgated thereunder.

     

    "Collateral"
      has the
      meaning specified in the Indentures.

     

    "Collection
      Account"
      means
      the Eligible Deposit Account established by the Subordination Agent pursuant
      to
      Section 2.2(a)(i) which the Subordination Agent shall make deposits in and
      withdrawals from in accordance with this Agreement.

     

    "Consent
      Period"
      has the
      meaning specified in Section 3.5(d).


    
      
        
        

      

      
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    "Continental"
      means
      Continental Airlines, Inc., a Delaware corporation, and its successors and
      assigns.

     

    "Continental
      Bankruptcy Event"
      means
      the occurrence and continuation of any of the following:

     

    (a) Continental
      shall consent to the appointment of or the taking of possession by a receiver,
      trustee or liquidator of itself or of a substantial part of its property, or
      Continental shall admit in writing its inability to pay its debts generally
      as
      they come due, or does not pay its debts generally as they become due or shall
      make a general assignment for the benefit of creditors, or Continental shall
      file a voluntary petition in bankruptcy or a voluntary petition or an answer
      seeking reorganization, liquidation or other relief in a case under any
      bankruptcy laws or other insolvency laws (as in effect at such time) or an
      answer admitting the material allegations of a petition filed against
      Continental in any such case, or Continental shall seek relief by voluntary
      petition, answer or consent, under the provisions of any other bankruptcy or
      other similar law providing for the reorganization or winding-up of corporations
      (as in effect at such time) or Continental shall seek an agreement, composition,
      extension or adjustment with its creditors under such laws, or Continental's
      board of directors shall adopt a resolution authorizing corporate action in
      furtherance of any of the foregoing; or

     

    (b) an
      order,
      judgment or decree shall be entered by any court of competent jurisdiction
      appointing, without the consent of Continental, a receiver, trustee or
      liquidator of Continental or of any substantial part of its property, or any
      substantial part of the property of Continental shall be sequestered, or
      granting any other relief in respect of Continental as a debtor under any
      bankruptcy laws or other insolvency laws (as in effect at such time), and any
      such order, judgment or decree of appointment or sequestration shall remain
      in
      force undismissed, unstayed and unvacated for a period of 60 days after the
      date
      of entry thereof; or

     

    (c) a
      petition against Continental in a case under any bankruptcy laws or other
      insolvency laws (as in effect at such time) is filed and not withdrawn or
      dismissed within 60 days thereafter, or if, under the provisions of any law
      providing for reorganization or winding-up of corporations which may apply
      to
      Continental, any court of competent jurisdiction assumes jurisdiction, custody
      or control of Continental or of any substantial part of its property and such
      jurisdiction, custody or control remains in force unrelinquished, unstayed
      and
      unterminated for a period of 60 days.

     

    "Continental
      Provisions"
      has the
      meaning specified in Section 9.1(a).

     

    "Controlling
      Party"
      means
      the Person entitled to act as such pursuant to the terms of Section
      2.6.

     

    "Corporate
      Trust Office"
      means,
      with respect to any Trustee, the Subordination Agent or any Loan Trustee, the
      office of such Person in the city at which, at any particular time, its
      corporate trust business shall be principally administered.


    
      
        
        

      

      
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    "Current
      Distribution Date"
      means a
      Distribution Date specified as a reference date for calculating the Expected
      Distributions with respect to the Certificates of any Trust as of such
      Distribution Date.

     

    "Deemed
      Disposition Event" means,
      in
      respect of any Equipment Note, the continuation of an Indenture Default in
      respect of such Equipment Note without an Actual Disposition Event occurring
      in
      respect of such Equipment Note for a period of five years from the date of
      the
      occurrence of such Indenture Default.

     

    "Delivery
      Period Expiry Date"
      means
      the earlier of (a) June 30, 2009, or, if the Equipment Notes relating to all
      the
      New Aircraft (or Substitute Aircraft in lieu thereof) have not been purchased
      by
      the Trusts on or prior to such date due to any reason beyond the control of
      Continental and not occasioned by Continental's fault or negligence, September
      30, 2009 (provided
      that, if
      a labor strike occurs at The Boeing Company on or prior to either or both of
      such dates referred to in this clause (a), such date or dates on or following
      the commencement of such strike shall be extended by adding thereto the number
      of days that such strike continued in effect) and (b) the date on which
      Equipment Notes with respect to all New Aircraft (or Substitute Aircraft in
      lieu
      thereof) have been purchased by the Trusts in accordance with the Note Purchase
      Agreement.

     

    "Deposit
      Agreement"
      means,
      with respect to any Class of Certificates, the Deposit Agreement pertaining
      to
      such Class, dated as of the date hereof, between the Escrow Agent and the
      Depositary, as the same may be amended, modified or supplemented from time
      to
      time in accordance with the terms thereof.

     

    "Depositary"
      means
      Credit Suisse, New York Branch, as depositary under each Deposit
      Agreement.

     

    "Deposits"
      with
      respect to any Class of Certificates, has the meaning set forth in the Deposit
      Agreement pertaining to such Class.

     

    "Designated
      Representatives"
      means
      the Subordination Agent Representatives, the Trustee Representatives and the
      Provider Representatives identified under Section 2.5.

     

    "Distribution
      Date"
      means a
      Regular Distribution Date or a Special Distribution Date.

     

    "Dollars"
      or
      "$"
      means
      United States dollars.

     

    "Downgrade
      Drawing"
      has the
      meaning specified in Section 3.5(c).

     

    "Downgrade
      Event"
      with
      respect to any Liquidity Facility, has the meaning assigned to such term in
      such
      Liquidity Facility.

     

    "Downgraded
      Facility"
      has the
      meaning specified in Section 3.5(c).

     

    "Drawing"
      means
      an Interest Drawing, a Final Drawing, a Non-Extension Drawing or a Downgrade
      Drawing, as the case may be.


    
      
        
        

      

      
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    "Eligible
      Deposit Account"
      means
      either (a) a segregated account with an Eligible Institution or (b) a segregated
      trust account with the corporate trust department of a depository institution
      organized under the laws of the United States of America or any one of the
      states thereof or the District of Columbia (or any U.S. branch of a foreign
      bank), having corporate trust powers and acting as trustee for funds deposited
      in such account, so long as any of the securities of such depository institution
      has a long-term unsecured debt rating of at least A3 from Moody's and a
      long-term issuer credit rating of at least A- from Standard & Poor's. An
      Eligible Deposit Account may be maintained with a Liquidity Provider so long
      as
      such Liquidity Provider is an Eligible Institution; provided
      that
      such Liquidity Provider shall have waived all rights of set-off and counterclaim
      with respect to such account.

     

    "Eligible
      Institution"
      means
      (a) the corporate trust department of the Subordination Agent or any Trustee,
      as
      applicable, or (b) a depository institution organized under the laws of the
      United States of America or any one of the states thereof or the District of
      Columbia (or any U.S. branch of a foreign bank), which has a long-term unsecured
      debt rating or issuer credit rating, as the case may be, from each Rating Agency
      of at least A-3 or its equivalent.

     

    "Eligible
      Investments"
      means
      (a) investments in obligations of, or guaranteed by, the United States
      government having maturities no later than 90 days following the date of such
      investment, (b) investments in open market commercial paper of any corporation
      incorporated under the laws of the United States of America or any state thereof
      with a short-term unsecured debt rating issued by Moody's of at least P-1 and
      a
      short-term issuer credit rating issued by Standard & Poor's of at least A-1
      having maturities no later than 90 days following the date of such investment
      or
      (c) investments in negotiable certificates of deposit, time deposits, banker's
      acceptances, commercial paper or other direct obligations of, or obligations
      guaranteed by, commercial banks organized under the laws of the United States
      or
      of any political subdivision thereof (or any U.S. branch of a foreign bank)
      with
      a short-term unsecured debt rating by Moody's of at least P-1 and a short-term
      issuer credit rating by Standard & Poor's of at least A-1, having maturities
      no later than 90 days following the date of such investment; provided,
      however,
      that
      (x) all Eligible Investments that are bank obligations shall be denominated
      in
      U.S. dollars; and (y) the aggregate amount of Eligible Investments at any one
      time that are bank obligations issued by any one bank shall not be in excess
      of
      5% of such bank's capital surplus; provided further
      that any
      investment of the types described in clauses (a), (b) and (c) above may be
      made
      through a repurchase agreement in commercially reasonable form with a bank
      or
      other financial institution qualifying as an Eligible Institution so long as
      such investment is held by a third party custodian also qualifying as an
      Eligible Institution; provided further,
      however,
      that in
      the case of any Eligible Investment issued by a domestic branch of a foreign
      bank, the income from such investment shall be from sources within the United
      States for purposes of the Code. Notwithstanding the foregoing, no investment
      of
      the types described in clause (b) above which is issued or guaranteed by
      Continental or any of its Affiliates, and no investment in the obligations
      of
      any one bank in excess of $10,000,000, shall be an Eligible Investment unless
      a
      Ratings Confirmation shall have been received with respect to the making of
      such
      investment.

     

    "Equipment
      Note Buy-Out Event"
      means
      the occurrence and continuation of (i) a Certificate Buy-Out Event or (ii)
      an
      Indenture Default under any Indenture that has continued for 


    
      
        
        

      

      
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    a
      period
      of five years without an Actual Disposition Event occurring with respect to
      the
      Equipment Notes issued under such Indenture.

     

    "Equipment
      Note Special Payment"
      means a
      Special Payment on account of the redemption, purchase or prepayment of all
      of
      the Equipment Notes issued pursuant to an Indenture.

     

    "Equipment
      Notes"
      means,
      at any time, the Series A Equipment Notes, the Series B Equipment Notes and
      the Series C Equipment Notes, collectively, and in each case, any Equipment
      Notes issued in exchange therefor or replacement thereof pursuant to the terms
      of the Indentures.

     

    "Escrow
      Agent"
      means
      Wells Fargo Bank Northwest, National Association, as escrow agent under each
      Escrow and Paying Agent Agreement, together with its successors in such
      capacity.

     

    "Escrow
      and Paying Agent Agreement"
      means,
      with respect to any Class of Certificates, the Escrow and Paying Agent Agreement
      pertaining to such Class dated as of the date hereof between the Escrow Agent,
      the Underwriters, the Trustee for such Class and the Paying Agent, as the same
      may be amended, modified or supplemented from time to time in accordance with
      the terms thereof.

     

    "Escrow
      Receipts"
      has the
      meaning assigned to such term in the Escrow and Paying Agent Agreement for
      the
      Class A Trust, Class B Trust or Class C Trust, as applicable.

     

    "Excess
      Liquidity Obligations"
      means,
      with respect to an Indenture, the amounts payable under clause (a) of the third
      paragraph of Section 2.02 of such Indenture.

     

    "Expected
      Distributions"
      means,
      with respect to the Certificates of any Trust on any Current Distribution Date,
      the difference between (A) the Pool Balance of such Certificates as of the
      immediately preceding Distribution Date (or, if the Current Distribution Date
      is
      the first Distribution Date, the original aggregate face amount of Certificates
      of such Trust) and (B) the Pool Balance of such Certificates as of the
      Current Distribution Date calculated on the basis that (i) the principal of
      the
      Non-Performing Equipment Notes held in such Trust has been paid in full and
      such
      payments have been distributed to the holders of such Certificates, (ii) the
      principal of the Performing Equipment Notes held in such Trust has been paid
      when due (without giving effect to any Acceleration of Performing Equipment
      Notes) and such payments have been distributed to the holders of such
      Certificates and (iii) the principal of any Equipment Notes formerly held in
      such Trust that have been sold pursuant to the terms hereof has been paid in
      full and such payments have been distributed to the holders of such
      Certificates, but without giving effect to any reduction in the Pool Balance
      as
      a result of any distribution attributable to Deposits occurring after the
      immediately preceding Distribution Date (or, if the Current Distribution Date
      is
      the first Distribution Date, occurring after the initial issuance of the
      Certificates of such Trust). For purposes of calculating Expected Distributions
      with respect to the Certificates of any Trust, any Premium paid on the Equipment
      Notes held in such Trust which has not been distributed to the
      Certificateholders of such Trust (other than such Premium or a portion thereof
      applied to the 


    
      
        
        

      

      
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    payment
      of interest on the Certificates of such Trust or the reduction of the Pool
      Balance of such Trust) shall be added to the amount of such Expected
      Distributions.

     

    "Expiry
      Date"
      with
      respect to any Liquidity Facility, has the meaning set forth in such Liquidity
      Facility.

     

    "Facility
      Office"
      means,
      with respect to any Liquidity Facility, the office of the Liquidity Provider
      thereunder, presently located at Bethel, Connecticut, or such other office
      as
      such Liquidity Provider from time to time shall notify the applicable Trustee
      as
      its "Facility Office" under any such Liquidity Facility; provided
      that
      such 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 of any such Liquidity Facility.

     

    "Fee
      Letters"
      means,
      collectively, (i) the Fee Letter dated as of the date hereof between RZB and
      the
      Subordination Agent with respect to the initial Liquidity Facilities and (ii)
      any fee letter entered into between the Subordination Agent and any Replacement
      Liquidity Provider in respect of such Liquidity Facilities.

     

    "Final
      Distributions"
      means,
      with respect to the Certificates of any Trust on any Distribution Date, the
      sum
      of (x) the aggregate amount of all accrued and unpaid interest on such
      Certificates (excluding interest, if any, payable with respect to the Deposits
      relating to such Trust) and (y) the Pool Balance of such Certificates as of
      the
      immediately preceding Distribution Date (less the amount of the Deposits for
      such Class of Certificates as of such preceding Distribution Date other than
      any
      portion of such Deposits thereafter used to acquire Equipment Notes pursuant
      to
      the Note Purchase Agreement). For purposes of calculating Final Distributions
      with respect to the Certificates of any Trust, any Premium paid on the Equipment
      Notes held in such Trust which has not been distributed to the
      Certificateholders of such Trust (other than such Premium or a portion thereof
      applied to the payment of interest on the Certificates of such Trust or the
      reduction of the Pool Balance of such Trust) shall be added to the amount of
      such Final Distributions.

     

    "Final
      Drawing"
      has the
      meaning assigned to such term in Section 3.5(i).

     

    "Final
      Legal Distribution Date"
      means
      (i) with respect to the Class A Certificates and Class B Certificates, October
      19, 2023, and (ii) with respect to the Class C Certificates, April 19,
      2014.

     

    "Financing
      Agreement"
      means
      each of the Participation Agreements and the Note Purchase
      Agreement.

     

    "Guarantee
      Agreement"
      has the
      meaning assigned to such term in the preliminary statements to this
      Agreement.

     

    "Guarantor"
      has the
      meaning assigned to such term in the preliminary statements to this
      Agreement.


    
      
        
        

      

      
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    "Indenture"
      means
      each of the Trust Indentures entered into by the Loan Trustee and Continental,
      pursuant to the Note Purchase Agreement, in each case as the same may be
      amended, supplemented or otherwise modified from time to time in accordance
      with
      its terms.

     

    "Indenture
      Default"
      means,
      with respect to any Indenture, any Event of Default (as such term is defined
      in
      such Indenture) thereunder.

     

    "Interest
      Drawing"
      has the
      meaning specified in Section 3.5(a).

     

    "Interest
      Payment Date"
      means,
      with respect to any Liquidity Facility, each date on which interest is due
      and
      payable under such Liquidity Facility on a Downgrade Drawing, Non-Extension
      Drawing or Final Drawing thereunder, other than any such date on which interest
      is due and payable under such Liquidity Facility only on an Applied Provider
      Advance (as such term is defined in such Liquidity Facility).

     

    "Interest
      Period"
      has the
      meaning specified in the Indentures.

     

    "Investment
      Earnings"
      means
      investment earnings on funds on deposit in the Trust Accounts net of losses
      and
      investment expenses of the Subordination Agent in making such
      investments.

     

    "Junior
      Additional Certificateholder"
      has the
      meaning specified in Section 2.7(c).

     

    "Lien"
      means
      any mortgage, pledge, lien, charge, claim, disposition of title, encumbrance,
      lease, sublease, sub-sublease or security interest of any kind, including,
      without limitation, any thereof arising under any conditional sales or other
      title retention agreement.

     

    "Liquidity
      Event of Default"
      with
      respect to any Liquidity Facility, has the meaning assigned to such term in
      such
      Liquidity Facility.

     

    "Liquidity
      Expenses"
      means,
      with respect to the Liquidity Facilities, all Liquidity Obligations other than
      (i) the principal amount of any Drawings under the Liquidity Facilities and
      (ii)
      any interest accrued on any Liquidity Obligations.

     

    "Liquidity
      Facility"
      means,
      at any time, the Class A Liquidity Facility or the Class B Liquidity
      Facility, as applicable.

     

    "Liquidity
      Obligations"
      means,
      with respect to the Liquidity Facilities, all principal, interest, fees and
      other amounts owing to the Liquidity Providers under the Liquidity Facilities,
      Section 8.1 of the Participation Agreements or the Fee Letters.

     

    "Liquidity
      Provider"
      means,
      at any time, the Class A Liquidity Provider or the Class B Liquidity Provider,
      as applicable.

     

    "Loan
      Trustee"
      means,
      with respect to any Indenture, the mortgagee thereunder.

     

    "Minimum
      Sale Price"
      means,
      with respect to any Aircraft or the Equipment Notes issued in respect of such
      Aircraft, at any time, the lesser of (1) in the case of the sale



    
      
        
        

      

      
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    of an Aircraft,
      75%, or in the case of  the sale of related Equipment Notes, 85%, of
      the Appraised Current Market Value of such Aircraft and (2) the sum of the
      aggregate Note Target Price of such Equipment Notes and an amount equal to
      the
      Excess Liquidity Obligations in respect of the Indenture under which such
      Equipment Notes were issued.

     

    "Moody's"
      means
      Moody's Investors Service, Inc.

     

    "New
      Aircraft"
      has the
      meaning set forth in the Note Purchase Agreement.

     

    "Non-Controlling
      Party"
      means,
      at any time, any Trustee or Liquidity Provider which is not the Controlling
      Party at such time.

     

    "Non-Extended
      Facility"
      has the
      meaning specified in Section 3.5(d).

     

    "Non-Extension
      Drawing"
      has the
      meaning specified in Section 3.5(d).

     

    "Non-Performing
      Equipment Note"
      means
      an Equipment Note issued pursuant to an Indenture that is not a Performing
      Equipment Note.

     

    "Note
      Purchase Agreement"
      means
      the Note Purchase Agreement, dated as of the date hereof, among Continental,
      each Trustee, the Escrow Agent, the Subordination Agent and the Paying Agent,
      as
      amended, supplemented or otherwise modified from time to time in accordance
      with
      its terms.

     

    "Note
      Target Price"
      means,
      for any Equipment Note issued under any Indenture, (i) the aggregate outstanding
      principal amount of such Equipment Note, plus (ii) the accrued and unpaid
      interest thereon, together with all other sums owing on or in respect of such
      Equipment Note under such Indenture (including, without limitation, enforcement
      costs incurred by the Subordination Agent in respect of such Equipment
      Note).

     

    "Officer's
      Certificate"
      of any
      Person means a certification signed by a Responsible Officer of such
      Person.

     

    "Operative
      Agreements"
      means
      this Agreement, the Liquidity Facilities, the Guarantee Agreement, the
      Indentures, the Trust Agreements, the Underwriting Agreement, the Financing
      Agreements, the Fee Letters, the Equipment Notes and the Certificates, together
      with all exhibits and schedules included with any of the foregoing.

     

    "Outstanding"
      means,
      when used with respect to each Class of Certificates, as of the date of
      determination, all Certificates of such Class theretofore authenticated and
      delivered under the related Trust Agreement, except:

     

    (i) Certificates
      of such Class theretofore canceled by the Registrar (as defined in such Trust
      Agreement) or delivered to the Trustee thereunder or such Registrar for
      cancellation;

     

    (ii) Certificates
      of such Class for which money in the full amount required to make the final
      distribution with respect to such Certificates pursuant to Section 11.01 of
      


    
      
        
        

      

      
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    such
      Trust Agreement has been theretofore deposited with the related Trustee in
      trust
      for the holders of such Certificates as provided in Section 4.01 of such Trust
      Agreement pending distribution of such money to such Certificateholders pursuant
      to such final distribution payment; and

     

    (iii) Certificates
      of such Class in exchange for or in lieu of which other Certificates have been
      authenticated and delivered pursuant to such Trust Agreement;

     

    provided,
      however,
      that in
      determining whether the holders of the requisite Outstanding amount of such
      Certificates have given any request, demand, authorization, direction, notice,
      consent or waiver hereunder, any Certificates owned by Continental or any of
      its
      Affiliates shall be disregarded and deemed not to be Outstanding, except that,
      in determining whether such Trustee shall be protected in relying upon any
      such
      request, demand, authorization, direction, notice, consent or waiver, only
      Certificates that such Trustee knows to be so owned shall be so disregarded.
      Certificates so owned that have been pledged in good faith may be regarded
      as
      Outstanding if the pledgee establishes to the satisfaction of the applicable
      Trustee the pledgee's right so to act with respect to such Certificates and
      that
      the pledgee is not Continental or any of its Affiliates.

     

    "Overdue
      Scheduled Payment"
      means
      any Scheduled Payment which is not in fact received by the Subordination Agent
      within five days after the Scheduled Payment Date relating thereto.

     

    "Participation
      Agreement"
      means,
      with respect to each Indenture, the "Participation Agreement" referred to
      therein.

     

    "Payee"
      has the
      meaning specified in Section 2.4(e).

     

    "Paying
      Agent"
      means
      Wilmington Trust Company, as paying agent under each Escrow and Paying Agent
      Agreement, together with its successors in such capacity.

     

    "Paying
      Agent Account"
      has the
      meaning assigned to such term in the Escrow and Paying Agent
      Agreements.

     

    "Performing
      Equipment Note"
      means
      an Equipment Note with respect to which no payment default has occurred and
      is
      continuing (without giving effect to any Acceleration); provided
      that in
      the event of a bankruptcy proceeding under the Bankruptcy Code in which
      Continental is a debtor any payment default existing during the 60-Day Period
      (or such longer period as may apply under Section 1110(b) of the Bankruptcy
      Code
      or as may apply for the cure of such payment default under Section 1110(a)(2)(B)
      of the Bankruptcy Code) shall not be taken into consideration until the
      expiration of the applicable period.

     

    "Performing
      Note Deficiency"
      means
      any time that less than 65% of the then aggregate outstanding principal amount
      of all Equipment Notes (other than any Additional Equipment Notes issued under
      any Indenture) are Performing Equipment Notes.


    
      
        
        

      

      
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    "Person"
      means
      any individual, corporation, partnership, joint venture, association, limited
      liability company, joint-stock company, trust, trustee, unincorporated
      organization or government or any agency or political subdivision
      thereof.

     

    "Pool
      Balance"
      means,
      with respect to each Trust or the Certificates issued by any Trust, as of any
      date, (i) the original aggregate face amount of the Certificates of such Trust
      less
      (ii) the
      aggregate amount of all payments made as of such date in respect of the
      Certificates of such Trust or in respect of Deposits relating to such Trust
      other than payments made in respect of interest or Premium thereon or
      reimbursement of any costs and expenses in connection therewith. The Pool
      Balance for each Trust or for the Certificates issued by any Trust as of any
      date shall be computed after giving effect to any special distribution with
      respect to unused Deposits, payment of principal of the Equipment Notes or
      payment with respect to other Trust Property held in such Trust and the
      distribution thereof to be made on that date.

     

    "Post-Default
      Appraisal"
      has the
      meaning specified in Section 4.1(a)(iv).

     

    "Preferred
      B Pool Balance" means,
      as
      of any date, the excess of (A) the Pool Balance of the Class B
      Certificates as of the immediately preceding Distribution Date (or, if such
      date
      is on or before the first Distribution Date, the original aggregate face amount
      of the Class B Certificates) (after giving effect to distributions made on
      such date) over (B) the sum of (i) the outstanding principal amount of each
      Series B Equipment Note that remains unpaid as of such date subsequent to the
      disposition of the Collateral under the Indenture pursuant to which such Series
      B Equipment Note was issued and after giving effect to any distributions of
      the
      proceeds of such disposition applied under such Indenture to the payment of
      each
      such Series B Equipment Note, (ii) the outstanding principal amount of each
      Series B Equipment Note that remains unpaid as of such date subsequent to the
      scheduled date of mandatory redemption of such Series B Equipment Note following
      an Event of Loss (as defined in such Indenture) with respect to the Aircraft
      which secured such Series B Equipment Note and after giving effect to the
      distributions of any proceeds in respect of such Event of Loss applied under
      such Indenture to the payment of each such Series B Equipment Note,
      (iii) the excess, if any, of (x) the outstanding amount of principal
      and interest as of the date of sale of each Series B Equipment Note previously
      sold over (y) the purchase price received with respect to the sale of such
      Series B Equipment Note (net of any applicable costs and expenses of sale)
      and
      (iv) the outstanding principal amount of any Series B Equipment Note with
      respect to which a Deemed Disposition Event has occurred; provided,
      however,
      that if
      more than one of the clauses (i), (ii), (iii) and (iv) is applicable to any
      one
      Series B Equipment Note, only the amount determined pursuant to the clause
      that
      first became applicable shall be counted with respect to such Series B Equipment
      Note.

     

    "Preferred
      C Pool Balance" means,
      as
      of any date, the excess of (A) the Pool Balance of the Class C
      Certificates as of the immediately preceding Distribution Date (or, if such
      date
      is on or before the first Distribution Date, the original aggregate face amount
      of the Class C Certificates) (after giving effect to distributions made on
      such date) over (B) the sum of (i) the outstanding principal amount of each
      Series C Equipment Note that remains unpaid as of such date subsequent to the
      disposition of the Collateral under the Indenture pursuant to which such Series
      C Equipment Note was issued and after giving effect to any distributions of
      the
      proceeds of such disposition applied under such Indenture to the payment of
      each
      such Series C


    
      
        
        

      

      
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    Equipment
      Note, (ii) the outstanding principal amount of each Series C Equipment Note
      that remains unpaid as of such date subsequent to the scheduled date of
      mandatory redemption of such Series C Equipment Note following an Event of
      Loss
      (as defined in such Indenture) with respect to the Aircraft which secured such
      Series C Equipment Note and after giving effect to the distributions of any
      proceeds in respect of such Event of Loss applied under such Indenture to the
      payment of each such Series C Equipment Note, (iii) the excess, if
      any, of (x) the outstanding amount of principal and interest as of the date
      of sale of each Series C Equipment Note previously sold over (y) the
      purchase price received with respect to the sale of such Series C Equipment
      Note
      (net of any applicable costs and expenses of sale) and (iv) the outstanding
      principal amount of any Series C Equipment Note with respect to which a Deemed
      Disposition Event has occurred; provided,
      however,
      that if
      more than one of the clauses (i), (ii), (iii) and (iv) is applicable to any
      one
      Series C Equipment Note, only the amount determined pursuant to the clause
      that
      first became applicable shall be counted with respect to such Series C Equipment
      Note.

     

    "Premium"
      means
      any "Make-Whole Amount" as such term is defined in any Indenture.

     

    "Proceeding"
      means
      any suit in equity, action at law or other judicial or administrative
      proceeding.

     

    "Provider
      Incumbency Certificate"
      has the
      meaning specified in Section 2.5(c).

     

    "Provider
      Representatives"
      has the
      meaning specified in Section 2.5(c).

     

    "PTC
      Event of Default"
      means,
      with respect to each Trust Agreement, the failure to pay within 10 Business
      Days
      of the due date thereof: (i) the outstanding Pool Balance of the applicable
      Class of Certificates on the Final Legal Distribution Date for such Class or
      (ii) interest due on such Certificates on any Distribution Date (unless, in
      the
      case of the Class A Trust Agreement or the Class B Trust Agreement, the
      Subordination Agent shall have made an Interest Drawing or a withdrawal from
      the
      Cash Collateral Account relating to a Liquidity Facility for such Class, with
      respect thereto in an aggregate amount sufficient to pay such interest and
      shall
      have distributed such amount to the Trustee entitled thereto).

     

    "Rating
      Agencies"
      means,
      collectively, at any time, each nationally recognized rating agency which shall
      have been requested to rate the Certificates and which shall then be rating
      the
      Certificates. The initial Rating Agencies will be Moody's and Standard &
Poor's.

     

    "Ratings
      Confirmation"
      means,
      with respect to any action proposed to be taken, a written confirmation from
      each of the Rating Agencies that such action would not result in (i) a reduction
      of the rating for any Class of Certificates below the then current rating for
      such Class of Certificates or (ii) a withdrawal or suspension of the rating
      of
      any Class of Certificates.

     

    "Refinancing
      Certificateholders"
      has the
      meaning specified in Section 9.1(c).

     

    "Refinancing
      Certificates"
      has the
      meaning specified in Section 9.1(c).

     

    "Refinancing
      Equipment Notes"
      has the
      meaning specified in Section 9.1(c).


    
      
        
        

      

      
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    "Refinancing
      Trust Agreement"
      has the
      meaning specified in Section 9.1(c).

     

    "Refinancing
      Trust"
      has the
      meaning specified in Section 9.1(c).

     

    "Refinancing
      Trustee"
      has the
      meaning specified in Section 9.1(c).

     

    "Regular
      Distribution Dates"
      means
      each April 19 and October 19, commencing on October 19, 2007; provided,
      however,
      that,
      if any such day shall not be a Business Day, the related distribution shall
      be
      made on the next succeeding Business Day without additional
      interest.

     

    "Replacement
      Liquidity Facility"
      means,
      for any Liquidity Facility, an irrevocable revolving credit agreement (or
      agreements) in substantially the form of the replaced Liquidity Facility,
      including reinstatement provisions, or in such other form (which may include
      a
      letter of credit) as shall permit the Rating Agencies to confirm in writing
      their respective ratings then in effect for the related Certificates (before
      downgrading of such ratings, if any, as a result of the downgrading of the
      applicable Liquidity Provider), in a face amount (or in an aggregate face
      amount) equal to the then Required Amount and issued by a Person (or Persons)
      having unsecured short-term debt rating or issuer credit rating, as the case
      may
      be, issued by both Rating Agencies which are equal to or higher than the
      Threshold Rating. Without limitation of the form that a Replacement Liquidity
      Facility otherwise may have pursuant to the preceding sentence, a Replacement
      Liquidity Facility for any Class of Certificates may have a stated expiration
      date earlier than 15 days after the Final Legal Distribution Date of such Class
      of Certificates so long as such Replacement Liquidity Facility provides for
      a
      Non-Extension Drawing as contemplated by Section 3.5(d) hereof.

     

    "Replacement
      Liquidity Provider"
      means a
      Person (or Persons) who issues a Replacement Liquidity Facility.

     

    "Required
      Amount"
      means
      with respect to each Liquidity Facility or Cash Collateral Account, 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 related Class of Certificates, that
      would be payable on such Class of Certificates on each of the three successive
      Regular Distribution Dates immediately following such day or, if such day is
      a
      Regular Distribution Date, on such day and the succeeding two Regular
      Distribution Dates, in each case calculated on the basis of the Pool Balance
      of
      such Class of Certificates on such date and without regard to expected future
      payments of principal on such Class of Certificates. 

     

    "Responsible
      Officer"
      means
      (i) with respect to the Subordination Agent and each of the Trustees, any
      officer in the corporate trust administration department of the Subordination
      Agent or such Trustee or any other officer customarily performing functions
      similar to those performed by the Persons who at the time shall be such
      officers, respectively, or to whom any corporate trust matter is referred
      because of his knowledge of and familiarity with a particular subject and (ii)
      with respect to each Liquidity Provider, any authorized officer of such
      Liquidity Provider.

     

    "RZB"
      has the
      meaning assigned to such term in the recital of parties to this
      Agreement.


    
      
        
        

      

      
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    "Scheduled
      Payment"
      means,
      with respect to any Equipment Note, (i) any payment of principal or interest
      on
      such Equipment Note (other than an Overdue Scheduled Payment) due from the
      obligor thereon, which payment represents the installment of principal at the
      stated maturity of such installment of principal on such Equipment Note, the
      payment of regularly scheduled interest accrued on the unpaid principal amount
      of such Equipment Note, or both or (ii) any payment of interest on the
      corresponding Class of Certificates with funds drawn under any Liquidity
      Facility or withdrawn from any Cash Collateral Account, which payment represents
      the payment of regularly scheduled interest accrued on the unpaid principal
      amount of the related Equipment Note; provided
      that any
      payment of principal of, Premium, if any, or interest resulting from the
      redemption or purchase of any Equipment Note shall not constitute a Scheduled
      Payment.

     

    "Scheduled
      Payment Date"
      means,
      with respect to any Scheduled Payment, the date on which such Scheduled Payment
      is scheduled to be made.

     

    "Section
      2.4 Fraction"
      means,
      with respect to any Special Distribution Date, a fraction, the numerator of
      which shall be the amount of principal of the applicable Series A Equipment
      Notes and Series B Equipment Notes being redeemed, purchased or prepaid on
      such
      Special Distribution Date, and the denominator of which shall be the aggregate
      unpaid principal amount of all Series A Equipment Notes and Series B Equipment
      Notes outstanding as of such Special Distribution Date.

     

    "Senior
      Additional Certificateholder"
      has the
      meaning specified in Section 2.7(c).

     

    "Senior
      Additional Equipment Notes"
      has the
      meaning specified in Section 2.7(c).

     

    "Series
      A Equipment Notes"
      means
      the Series A Equipment Notes issued pursuant to any Indenture by Continental
      and
      authenticated by the Loan Trustee thereunder, and any such Equipment Notes
      issued in exchange therefor or replacement thereof pursuant to the terms of
      such
      Indenture.

     

    "Series
      B Equipment Notes"
      means
      the Series B Equipment Notes issued pursuant to any Indenture by Continental
      and
      authenticated by the Loan Trustee thereunder, and any such Equipment Notes
      issued in exchange therefor or replacement thereof pursuant to the terms of
      such
      Indenture.

     

    "Series
      C Equipment Notes"
      means
      the Series C Equipment Notes issued or re-issued pursuant to any Indenture
      by
      Continental and authenticated by the Loan Trustee thereunder, and any such
      Equipment Notes issued in exchange therefor or replacement thereof pursuant
      to
      the terms of such Indenture.

     

    "60-Day
      Period"
      means
      60-day period specified in Section 1110(a)(2)(A) of the Bankruptcy
      Code.

     

    "Special
      Distribution Date"
      means,
      with respect to any Special Payment, the date chosen by the Subordination Agent
      pursuant to Section 2.4(a) for the distribution of such Special Payment in
      accordance with this Agreement, whether distributed pursuant to Section 2.4
      or Section 3.2 hereof.


    
      
        
        

      

      
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    "Special
      Payment"
      means
      any payment (other than a Scheduled Payment) in respect of, or any proceeds
      of,
      any Equipment Note or Collateral.

     

    "Special
      Payments Account"
      means
      the Eligible Deposit Account created pursuant to Section 2.2(a)(ii) as a
      sub-account to the Collection Account.

     

    "Standard
      & Poor's"
      means
      Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
      Inc.

     

    "Stated
      Amount"
      with
      respect to any Liquidity Facility, means the Maximum Commitment (as defined
      in
      such Liquidity Facility) of the applicable Liquidity Provider
      thereunder.

     

    "Stated
      Expiration Date"
      has the
      meaning specified in Section 3.5(d).

     

    "Stated
      Interest Rate"
      means
      (i) with respect to the Class A Certificates, 5.983% per annum, (ii) with
      respect to the Class B Certificates, 6.903% per annum and (iii) with respect
      to
      the Class C Certificates, 7.339% per annum.

     

    "Subordination
      Agent"
      has the
      meaning assigned to it in the preliminary statements to this
      Agreement.

     

    "Subordination
      Agent Incumbency Certificate"
      has the
      meaning specified in Section 2.5(a).

     

    "Subordination
      Agent Representatives"
      has the
      meaning specified in Section 2.5(a).

     

    "Substitute
      Aircraft"
      has the
      meaning set forth in the Note Purchase Agreement.

     

    "Successor
      Trusts"
      means,
      collectively, Continental Airlines Pass Through Trust 2007-1A-S, Continental
      Airlines Pass Through Trust 2007-1B-S and Continental Airlines Pass Through
      Trust 2007-1C-S.

     

    "Tax"
      and
      "Taxes"
      mean
      any and all taxes, fees, levies, duties, tariffs, imposts, and other charges
      of
      any kind (together with any and all interest, penalties, loss, damage,
      liability, expense, additions to tax and additional amounts or costs incurred
      or
      imposed with respect thereto) imposed or otherwise assessed by the United States
      of America or by any state, local or foreign government (or any subdivision
      or
      agency thereof) or other taxing authority, including, without limitation: taxes
      or other charges on or with respect to income, franchises, windfall or other
      profits, gross receipts, property, sales, use, capital stock, payroll,
      employment, social security, workers' compensation, unemployment compensation,
      or net worth and similar charges; taxes or other charges in the nature of
      excise, withholding, ad valorem, stamp, transfer, value added, taxes on goods
      and services, gains taxes, license, registration and documentation fees, customs
      duties, tariffs, and similar charges.

     

    "Termination
      Notice"
      with
      respect to any Liquidity Facility has the meaning assigned to such term in
      such
      Liquidity Facility.


    
      
        
        

      

      
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    "Threshold
      Rating"
      means
      the short-term unsecured debt rating of P-1 by Moody's and the short-term issuer
      credit rating of A-1 by Standard & Poor's; provided that so long as RZB is
      the Liquidity Provider for any Liquidity Facility, the Threshold Rating shall
      apply to the Guarantor in the case of such Liquidity Facility.

     

    "Transfer"
      means,
      with respect to any particular Trust, the transfers contemplated by the
      Assignment and Assumption Agreement with respect to such Trust.

     

    "Treasury
      Regulations"
      means
      regulations, including proposed or temporary regulations, promulgated under
      the
      Code. References herein to specific provisions of proposed or temporary
      regulations shall include analogous provisions of final Treasury Regulations
      or
      other successor Treasury Regulations.

     

    "Triggering
      Event"
      means
      (x) the occurrence of an Indenture Default under all of the Indentures resulting
      in a PTC Event of Default with respect to the most senior Class of Certificates
      then Outstanding, (y) the Acceleration of all of the outstanding Equipment
      Notes
      (provided
      that,
      with respect to the period prior to the Delivery Period Expiry Date, the
      aggregate principal balance of such Equipment Notes is in excess of
      $450,000,000) or (z) the occurrence of a Continental Bankruptcy
      Event.

     

    "Trust"
      means
      any of the Class A Trust, the Class B Trust or the Class C Trust.

     

    "Trust
      Accounts"
      has the
      meaning specified in Section 2.2(a).

     

    "Trust
      Agreement"
      means
      any of the Class A Trust Agreement, the Class B Trust Agreement or the Class
      C
      Trust Agreement.

     

    "Trust
      Property"
      with
      respect to any Trust, has the meaning set forth in the Trust Agreement for
      such
      Trust.

     

    "Trustee"
      means
      any of the Class A Trustee, the Class B Trustee or the Class C
      Trustee.

     

    "Trustee
      Incumbency Certificate"
      has the
      meaning specified in Section 2.5(b).

     

    "Trustee
      Representatives"
      has the
      meaning specified in Section 2.5(b).

     

    "Underwriters"
      means
      Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC,
      Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets
      Inc., UBS Securities LLC, Calyon Securities (USA) Inc. and J.P. Morgan
      Securities Inc.

     

    "Underwriting
      Agreement"
      means
      the Underwriting Agreement dated March 27, 2007 among the Underwriters, the
      Depositary and Continental, relating to the purchase of the Certificates by
      the
      Underwriters, as the same may be amended, supplemented or otherwise modified
      from time to time in accordance with its terms.

     

    "Withdrawal
      Notice"
      has the
      meaning specified in Section 3.5(d).


    
      
        
        

      

      
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    "Written
      Notice"
      means,
      from the Subordination Agent, any Trustee or any Liquidity Provider, a written
      instrument executed by the Designated Representative of such Person. An invoice
      delivered by a Liquidity Provider pursuant to Section 3.1 in accordance with
      its
      normal invoicing procedures shall constitute Written Notice under such
      Section.

     

    "WTC"
      has the
      meaning assigned to such term in the recital of parties to this
      Agreement.

     

     

    ARTICLE
      II

     

    TRUST
      ACCOUNTS; CONTROLLING PARTY

     

    SECTION
      2.1. Agreement
      to Terms of Subordination; Payments from Monies Received Only.
      (a) Each
      Trustee hereby acknowledges and agrees to the terms of subordination and
      distribution set forth in this Agreement in respect of each Class of
      Certificates and agrees to enforce such provisions and cause all payments in
      respect of the Equipment Notes held by the Subordination Agent and the Liquidity
      Facilities to be applied in accordance with the terms of this Agreement. In
      addition, each Trustee hereby agrees to cause the Equipment Notes purchased
      by
      the related Trust to be registered in the name of the Subordination Agent or
      its
      nominee, as agent and trustee for such Trustee, to be held in trust by the
      Subordination Agent solely for the purpose of facilitating the enforcement
      of
      the subordination and other provisions of this Agreement.

     

    (b) Except
      as
      otherwise expressly provided in the next succeeding sentence of this Section
      2.1, all payments to be made by the Subordination Agent hereunder shall be
      made
      only from amounts received by it that constitute Scheduled Payments, Special
      Payments, payments under Section 8.1 of the Participation Agreements or payments
      under Section 6 of the Note Purchase Agreement, and only to the extent that
      the
      Subordination Agent shall have received sufficient income or proceeds therefrom
      to enable it to make such payments in accordance with the terms hereof. Each
      of
      the Trustees and the Subordination Agent hereby agrees and, as provided in
      each
      Trust Agreement, each Certificateholder, by its acceptance of a Certificate
      and
      each Liquidity Provider, by entering into the Liquidity Facility to which it
      is
      a party, has agreed to look solely to such amounts to the extent available
      for
      distribution to it as provided in this Agreement and to the relevant Deposits
      and that none of the Trustees, Loan Trustees nor the Subordination Agent is
      personally liable to any of them for any amounts payable or any liability under
      this Agreement, any Trust Agreement, any Liquidity Facility or such Certificate,
      except (in the case of the Subordination Agent) as expressly provided herein
      or
      (in the case of the Trustees) as expressly provided in each Trust Agreement
      or
      (in the case of the Loan Trustees) as expressly provided in any Operative
      Agreement.

     

    SECTION
      2.2. Trust
      Accounts.
      (a) Upon
      the execution of this Agreement, the Subordination Agent shall establish and
      maintain in its name (i) the Collection Account as an Eligible Deposit Account,
      bearing a designation clearly indicating that the funds deposited therein are
      held in trust for the benefit of the Trustees, the Certificateholders and the
      Liquidity Providers and (ii) as a sub-account in the Collection Account,
      the Special Payments Account as an Eligible Deposit Account, bearing a
      designation clearly indicating that the funds deposited 


    
      
        
        

      

      
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    therein
      are held in trust for the benefit of the Trustees, the Certificateholders and
      the Liquidity Providers. The Subordination Agent shall establish and maintain
      the Cash Collateral Accounts pursuant to and under the circumstances set forth
      in Section 3.5(f) hereof. Upon such establishment and maintenance under Section
      3.5(f) hereof, the Cash Collateral Accounts shall, together with the Collection
      Account, constitute the "Trust
      Accounts"
      hereunder. Without limiting the foregoing, all monies credited to the Trust
      Accounts shall be, and shall remain, the property of the relevant
      Trust(s).

     

    (b) Funds
      on
      deposit in the Trust Accounts shall be invested and reinvested by the
      Subordination Agent in Eligible Investments selected by the Subordination Agent
      if such investments are reasonably available and have maturities no later than
      the earlier of (i) 90 days following the date of such investment and (ii) the
      Business Day immediately preceding the Regular Distribution Date or the date
      of
      the related distribution pursuant to Section 2.4 hereof, as the case may be,
      next following the date of such investment; provided,
      however,
      that
      following the making of a Downgrade Drawing or a Non-Extension Drawing under
      any
      Liquidity Facility, the Subordination Agent shall invest and reinvest such
      amounts in Eligible Investments at the direction of Continental (or, if and
      to
      the extent so specified to the Subordination Agent by Continental with respect
      to any Liquidity Facility, the Liquidity Provider with respect to such Liquidity
      Facility); provided further,
      however,
      that,
      notwithstanding the foregoing proviso, following the making of an a
      Non-Extension Drawing under any initial Liquidity Facility, the Subordination
      Agent shall invest and reinvest the amounts in the Cash Collateral Account
      with
      respect to such Liquidity Facility in Eligible Investments pursuant to the
      written instructions of the Liquidity Provider funding such Drawing;
provided further,
      however,
      that
      upon the occurrence and during the continuation of a Triggering Event, the
      Subordination Agent shall invest and reinvest such amounts in accordance with
      the written instructions of the Controlling Party. Unless otherwise expressly
      provided in this Agreement (including, without limitation, with respect to
      Investment Earnings on amounts on deposit in the Cash Collateral Accounts
      pursuant to Section 3.5(f) hereof), any Investment Earnings shall be deposited
      in the Collection Account when received by the Subordination Agent and shall
      be
      applied by the Subordination Agent in the same manner as the other amounts
      on
      deposit in the Collection Account are to be applied and any losses shall be
      charged against the principal amount invested, in each case net of the
      Subordination Agent's reasonable fees and expenses in making such investments.
      The Subordination Agent shall not be liable for any loss resulting from any
      investment, reinvestment or liquidation required to be made under this Agreement
      other than by reason of its willful misconduct or gross negligence. Eligible
      Investments and any other investment required to be made hereunder shall be
      held
      to their maturities except that any such investment may be sold (without regard
      to its maturity) by the Subordination Agent without instructions whenever such
      sale is necessary to make a distribution required under this Agreement.
      Uninvested funds held hereunder shall not earn or accrue interest.

     

    (c) The
      Subordination Agent shall possess all right, title and interest in all funds
      on
      deposit from time to time in the Trust Accounts and in all proceeds thereof
      (including all income thereon, except as otherwise expressly provided in Section
      3.3(b) with respect to Investment Earnings). The Trust Accounts shall be held
      in
      trust by the Subordination Agent under the sole dominion and control of the
      Subordination Agent for the benefit of the Trustees, the Certificateholders
      and
      the Liquidity Providers, as the case may be. If, at any time, any of the Trust
      Accounts ceases to be an Eligible Deposit Account, the Subordination Agent
      shall
      within 


    
      
        
        

      

      
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    10
      Business Days (or such longer period, not to exceed 30 calendar days, for which
      a Ratings Confirmation for each Class of Certificates shall have been obtained)
      establish a new Collection Account, Special Payments Account or Cash Collateral
      Account, as the case may be, as an Eligible Deposit Account and shall transfer
      any cash and/or any investments to such new Collection Account, Special Payments
      Account or Cash Collateral Account, as the case may be. So long as WTC is an
      Eligible Institution, the Trust Accounts shall be maintained with it as Eligible
      Deposit Accounts.

     

    SECTION
      2.3. Deposits
      to the Collection Account and Special Payments Account.
      (a) The
      Subordination Agent shall, upon receipt thereof, deposit in the Collection
      Account all Scheduled Payments received by it (other than any Scheduled Payment
      which by the express terms hereof is to be deposited to a Cash Collateral
      Account).

     

    (b) The
      Subordination Agent shall, on each date when one or more Special Payments are
      made to the Subordination Agent as holder of the Equipment Notes, deposit in
      the
      Special Payments Account the aggregate amount of such Special
      Payments.

     

    SECTION
      2.4. Distributions
      of Special Payments.
      (a)
Notice
      of Special Payment.
      Except
      as provided in Section 2.4(c) below, upon receipt by the Subordination Agent,
      as
      registered holder of the Equipment Notes, of any notice of a Special Payment
      (or, in the absence of any such notice, upon receipt by the Subordination Agent
      of a Special Payment), the Subordination Agent shall promptly give notice
      thereof to each Trustee and the Liquidity Providers. The Subordination Agent
      shall promptly calculate the amount of the redemption or purchase of Equipment
      Notes, the amount of any Overdue Scheduled Payment or the proceeds of Equipment
      Notes or Collateral, as the case may be, comprising such Special Payment under
      the applicable Indenture or Indentures and shall promptly send to each Trustee
      a
      Written Notice of such amount and the amount allocable to each Trust. Such
      Written Notice shall also set the distribution date for such Special Payment
      (a
      "Special
      Distribution Date"),
      which
      shall be the Business Day which immediately follows the later to occur of (x)
      the 15th day after the date of such Written Notice or (y) the date the
      Subordination Agent has received or expects to receive such Special Payment.
      Amounts on deposit in the Special Payments Account shall be distributed in
      accordance with Sections 2.4(b) and 2.4(c) and Article III hereof, as
      applicable. 

     

    For
      the
      purposes of the application of any Equipment Note Special Payment distributed
      on
      a Special Distribution Date in accordance with Section 3.2 hereof, so long
      as no
      Indenture Default shall have occurred and be continuing under any Indenture:
      

     

    (i) the
      amount of accrued and unpaid Liquidity Expenses that are not yet due that are
      payable pursuant to clause "second" thereof shall be multiplied by the Section
      2.4 Fraction;

     

    (ii) clause
      "third" thereof shall be deemed to read as follows: "third,
      such
      amount as shall be required to pay accrued and unpaid interest then in arrears
      on all Liquidity Obligations (at the rate, or in the amount, provided in the
      applicable Liquidity Facility) plus an amount equal to the amount of accrued
      and
      unpaid interest on the Liquidity Obligations not in arrears multiplied by the
      Section 2.4 Fraction, shall be distributed to the Liquidity Providers, pro
      rata
      on the basis of the amounts owed to each Liquidity Provider";


    
      
        
        

      

      
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    (iii) clause
      "seventh" thereof shall be deemed to read as follows: "seventh,
      such
      amount as shall be required to pay accrued, due and unpaid interest at the
      Stated Interest Rate on the outstanding Pool Balance of the Class A Certificates
      together with (without duplication) accrued and unpaid interest at the Stated
      Interest Rate on the outstanding principal amount of the Series A Equipment
      Notes held in the Class A Trust being redeemed, purchased or prepaid, in each
      case excluding interest, if any, payable with respect to the Deposits relating
      to the Class A Trust";

     

    (iv) clause
      "eighth" thereof shall be deemed to read as follows: "eighth,
      such
      amount as shall be required to pay any accrued, due and unpaid Class B Adjusted
      Interest to the holders of the Class B Certificates (excluding interest, if
      any,
      payable with respect to the Deposits relating to the Class B
      Trust)";

     

    (v) clause
      "ninth" thereof shall be deemed to read as follows: "ninth,
      such
      amount as shall be required to pay any accrued, due and unpaid Class C Adjusted
      Interest to the holders of the Class C Certificates (excluding interest, if
      any,
      payable with respect to the Deposits relating to the Class C
      Trust)";

     

    (vi) clause
      "eleventh" thereof shall be deemed to read as follows: "eleventh,
      such
      amount as shall be required to pay in full accrued, due and unpaid interest
      at
      the Stated Interest Rate on the outstanding Pool Balance of the Class B
      Certificates which was not previously paid pursuant to clause "eighth" above
      to
      the holders of the Class B Certificates together with (without duplication)
      accrued and unpaid interest at the Stated Interest Rate on the outstanding
      principal amount of the Series B Equipment Notes held in the Class B Trust
      and
      being redeemed, purchased or prepaid, in each case excluding interest, if any,
      payable with respect to the Deposits relating to the Class B Trust;"
      and

     

    (vii) clause
      "thirteenth" thereof shall be deemed to read as follows: "thirteenth,
      such
      amount as shall be required to pay in full accrued, due and unpaid interest
      at
      the Stated Interest Rate on the outstanding Pool Balance of the Class C
      Certificates which was not previously paid pursuant to clause "ninth" above
      to
      the holders of the Class C Certificates together with (without duplication)
      accrued and unpaid interest at the Stated Interest Rate on the outstanding
      principal amount of the Series C Equipment Notes held in the Class C Trust
      and
      being redeemed, purchased or prepaid, in each case excluding interest, if any,
      payable with respect to the Deposits relating to the Class C
      Trust;".

     

    (b) Investment
      of Amounts in Special Payments Account.
      Any
      amounts on deposit in the Special Payments Account prior to the distribution
      thereof pursuant to Section 2.4 or 3.2 shall be invested in accordance with
      Section 2.2(b). Investment Earnings on such investments shall be distributed
      in
      accordance with Article III hereof.

     

    (c) Certain
      Payments.
      Except
      for amounts constituting Liquidity Obligations which shall be distributed as
      provided in Section 3.2, the Subordination Agent will distribute promptly upon
      receipt thereof (i) any indemnity payment or expense reimbursement received
      by
      it from Continental in respect of any Trustee, any Liquidity Provider, the
      Guarantor, any Paying Agent, any Depositary or any Escrow Agent (collectively,
      the "Payees")
      and
      (ii) any 


    
      
        
        

      

      
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    compensation
      received by it from Continental under any Operative Agreement in respect of
      any
      Payee, directly to the Payee entitled thereto. 

     

    SECTION
      2.5. Designated
      Representatives.
      (a) With
      the delivery of this Agreement, the Subordination Agent shall furnish to each
      Liquidity Provider and each Trustee, and from time to time thereafter may
      furnish to each Liquidity Provider and each Trustee, at the Subordination
      Agent's discretion, or upon any Liquidity Provider's or any Trustee's request
      (which request shall not be made more than one time in any 12-month period),
      a
      certificate (a "Subordination
      Agent Incumbency Certificate")
      of a
      Responsible Officer of the Subordination Agent certifying as to the incumbency
      and specimen signatures of the officers of the Subordination Agent and the
      attorney-in-fact and agents of the Subordination Agent (the "Subordination
      Agent Representatives")
      authorized to give Written Notices on behalf of the Subordination Agent
      hereunder. Until each Liquidity Provider and each Trustee receives a subsequent
      Subordination Agent Incumbency Certificate, it shall be entitled to rely on
      the
      last Subordination Agent Incumbency Certificate delivered to it
      hereunder.

     

    (b) With
      the
      delivery of this Agreement, each Trustee shall furnish to the Subordination
      Agent, and from time to time thereafter may furnish to the Subordination Agent,
      at such Trustee's discretion, or upon the Subordination Agent's request (which
      request shall not be made more than one time in any 12-month period), a
      certificate (a "Trustee
      Incumbency Certificate")
      of a
      Responsible Officer of such Trustee certifying as to the incumbency and specimen
      signatures of the officers of such Trustee and the attorney-in-fact and agents
      of such Trustee (the "Trustee
      Representatives")
      authorized to give Written Notices on behalf of such Trustee hereunder. Until
      the Subordination Agent receives a subsequent Trustee Incumbency Certificate,
      it
      shall be entitled to rely on the last Trustee Incumbency Certificate delivered
      to it hereunder.

     

    (c) With
      the
      delivery of this Agreement, each Liquidity Provider shall furnish to the
      Subordination Agent, and from time to time thereafter may furnish to the
      Subordination Agent, at such Liquidity Provider's discretion, or upon the
      Subordination Agent's request (which request shall not be made more than one
      time in any 12-month period), a certificate (each, a "Provider
      Incumbency Certificate")
      of any
      Responsible Officer of such Liquidity Provider certifying as to the incumbency
      and specimen signatures of any officer, attorney-in-fact, agent or other
      designated representative of such Liquidity Provider (in each case, the
      "Provider
      Representatives"
      and,
      together with the Subordination Agent Representatives and the Trustee
      Representatives, the "Designated
      Representatives")
      authorized to give Written Notices on behalf of such Liquidity Provider
      hereunder. Until the Subordination Agent receives a subsequent Provider
      Incumbency Certificate, it shall be entitled to rely on the last Provider
      Incumbency Certificate delivered to it hereunder by the relevant Liquidity
      Provider.

     

    SECTION
      2.6. Controlling
      Party.
      (a)  The Trustees and the Liquidity Providers hereby agree that, with
      respect to any Indenture at any given time, the Loan Trustee thereunder will
      be
      directed in taking, or refraining from taking, any action under such Indenture
      or with respect to the Equipment Notes issued thereunder (i) so long as no
      Indenture Default has occurred and is continuing thereunder, by the holders
      of
      at least a majority of the outstanding principal amount of such Equipment Notes
      (provided that, for so long as the Subordination Agent is the registered holder
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    respect
      to this clause (i) in accordance with the directions of the Trustees (in the
      case of each such Trustee, with respect to the Equipment Notes issued under
      such
      Indenture and held as Trust Property of such Trust) constituting, in the
      aggregate, directions with respect to at least a majority of outstanding
      principal amount of Equipment Notes except as provided in Section 9.1(b)),
      and
      (ii) after the occurrence and during the continuance of an Indenture Default
      thereunder, in taking, or refraining from taking, any action under such
      Indenture or with respect to such Equipment Notes, including exercising remedies
      thereunder (including Accelerating the Equipment Notes issued thereunder or
      foreclosing the Lien on the Aircraft securing such Equipment Notes), by the
      Controlling Party (except as otherwise provided in Section 2.6(d)).
      Notwithstanding the foregoing, in taking any action or giving any direction
      to
      the applicable Loan Trustee pursuant to Section 4.08 of any Indenture, the
      Subordination Agent shall be directed by the Controlling Party, notwithstanding
      that no Indenture Default under such Indenture shall have occurred and be
      continuing.

     

    (b) The
      "Controlling Party" shall be (x) the Class A Trustee, (y) upon payment of Final
      Distributions to the holders of Class A Certificates, the Class B Trustee
      and (z) upon payment of Final Distributions to the holders of the Class B
      Certificates, the Class C Trustee. For purposes of giving effect to the
      provisions of Section 2.6(a) and this Section 2.6(b), the Trustees (other
      than the Controlling Party) irrevocably agree (and the Certificateholders (other
      than the Certificateholders represented by the Controlling Party) shall be
      deemed to agree by virtue of their purchase of Certificates) that the
      Subordination Agent, as record holder of the Equipment Notes, shall exercise
      its
      voting rights in respect of the Equipment Notes so held by the Subordination
      Agent as directed by the Controlling Party and any vote so exercised shall
      be
      binding upon the Trustees and all Certificateholders.

     

    The
      Subordination Agent shall give Written Notice to all of the other parties to
      this Agreement promptly upon a change in the identity of the Controlling Party.
      Each of the parties hereto agrees that it shall not exercise any of the rights
      of the Controlling Party at such time as it is not the Controlling Party
      hereunder; provided,
      however,
      that
      nothing herein contained shall prevent or prohibit any Non-Controlling Party
      from exercising such rights as shall be specifically granted to such
      Non-Controlling Party hereunder and under the other Operative
      Agreements.

     

    (c) Notwithstanding
      the foregoing provisions of clauses (a) and (b) above, at any time after 18
      months from the earliest to occur of (i) the date on which the entire Required
      Amount as of such date under any Liquidity Facility shall have been drawn
      (excluding a Downgrade Drawing or a Non-Extension Drawing but including a Final
      Drawing or a Downgrade Drawing or a Non-Extension Drawing that has been
      converted to a Final Drawing under such Liquidity Facility) and remain
      unreimbursed, (ii) the date on which the portion of any Downgrade Drawing or
      Non-Extension Drawing equal to the Required Amount as of such date under any
      Liquidity Facility shall have become and remain "Applied Downgrade Advances"
      or
      "Applied Non-Extension Advances", as the case may be, under and as defined
      in
      such Liquidity Facility and (iii) the date on which all Equipment Notes under
      all Indentures shall have been Accelerated (provided
      that (x)
      with respect to the period prior to the Delivery Period Expiry Date, such
      Equipment Notes have an aggregate outstanding principal balance of in excess
      of
      $450,000,000, and (y) in the event of a bankruptcy proceeding under the
      Bankruptcy Code in which Continental is a debtor, any amounts payable in respect
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    become
      immediately due and payable by declaration or otherwise shall not be considered
      Accelerated for purposes of this sub-clause (iii) until the expiration of the
      60-day period under Section 1110(a)(2)(A) of the Bankruptcy Code or such longer
      period as may apply under Section 1110(a)(2)(B) or Section 1110(b) of the
      Bankruptcy Code), the Liquidity Provider with the highest outstanding aggregate
      amount of Liquidity Obligations owed to it (so long as such Liquidity Provider
      has not defaulted in its obligation to make any Drawing under any Liquidity
      Facility) shall have the right to elect, by Written Notice to the Subordination
      Agent and each of the Trustees, to become the Controlling Party hereunder at
      any
      time from and including the last day of such 18-month period.

     

    (d) Notwithstanding
      the foregoing provisions of clauses (a) through (c) above, if any holders of
      the
      Class B Certificates, Class C Certificates or Additional Certificates exercise
      their right under Section 2.7 hereof to purchase Equipment Notes issued under
      any Indenture, the holders of the majority in aggregate unpaid principal amount
      of all the Equipment Notes issued under such Indenture, instead of the
      Controlling Party, shall be entitled to direct the relevant Indenture Trustee
      in
      taking, or refraining from taking, any action under such Indenture or with
      respect to such Equipment Notes, including exercising remedies thereunder
      (including Accelerating the Equipment Notes issued thereunder or foreclosing
      the
      Lien on the Aircraft securing such Equipment Notes) (it being understood and
      agreed that any Equipment Notes that continue to be held by the Subordination
      Agent shall be voted in accordance with clause (a) above). 

     

    (e) The
      exercise of remedies by the Controlling Party under this Agreement shall be
      expressly limited by Sections 4.1(a)(ii) and 4.1(a)(iii) hereof.

     

    (f) The
      Controlling Party shall not be entitled to require or obligate any
      Non-Controlling Party to provide funds necessary to exercise any right or remedy
      hereunder.

     

    SECTION
      2.7. Equipment
      Note Buy-Out Rights.
      (a)  If an Equipment Note Buy-Out Event has occurred and is
      continuing, then so long as, with respect to the Indentures referred to below
      in
      this clause (a), no Class C Certificateholder or Additional Certificateholder
      has elected to exercise its right to purchase Equipment Notes issued under
      such
      Indentures pursuant to this Section 2.7, any Class B Certificateholder may,
      upon
      15 days’ prior written notice to the Subordination Agent, each Trustee (and each
      such Trustee shall promptly provide such notice to all Certificateholders of
      its
      Trust) and each applicable Indenture Trustee given on or before the date which
      is six months after the occurrence of the applicable Equipment Note Buy-Out
      Event, purchase on the third Business Day next following the expiry of such
      15-day notice period all, but not less than all, of the Series A Equipment
      Notes
      issued under any one or more of the Indentures for a purchase price equal to
      the
      sum of the aggregate Note Target Price for such Series A Equipment Notes plus
      an
      amount equal to the Excess Liquidity Obligations in respect of such Indentures.
      If prior to the end of such 15-day period, any other holder of the Class B
      Certificates notifies the Subordination Agent, each Trustee (and each such
      Trustee shall promptly notify all Certificateholders of its Trust, including
      the
      purchasing Class B Certificateholder) and each applicable Indenture Trustee
      that
      it wishes to participate in such purchase, then such other Certificateholder
      may
      join with the purchasing Certificateholder to purchase such Series A Equipment
      Notes pro rata based on the interest in the Class B Trust held 


    
      
        
        

      

      
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    by
      each
      such Certificateholder compared to such interests held by all such participating
      Certificateholders.

     

    (b) If
      an
      Equipment Note Buy-Out Event has occurred and is continuing, then, regardless
      of
      whether any Class B Certificateholder has elected to exercise its right to
      purchase Equipment Notes under this Section 2.7 (and so long as, with respect
      to
      the Indentures referred to below in this clause (b), no Additional
      Certificateholder has elected to exercise its right to purchase Equipment Notes
      issued under such Indentures pursuant to this Section 2.7), any Class C
      Certificateholder may, upon
      15 days’ prior written notice to the Subordination Agent, each Trustee (and each
      such Trustee shall promptly provide such notice to all Certificateholders of
      its
      Trust) and each applicable Indenture Trustee given on or before the date which
      is six months after the occurrence of the applicable Equipment Note Buy-Out
      Event, purchase on the third Business Day next following the expiry of such
      15-day notice period all, but not less than all, of the Series A Equipment
      Notes
      and the Series B Equipment Notes issued under any one or more Indentures for
      a
      purchase price equal to the sum of the aggregate Note Target Price for such
      Series A Equipment Notes and Series B Equipment Notes plus an amount equal
      to
      Excess Liquidity Obligations in respect of such Indentures. If prior to the
      end
      of such 15-day period, any other holder of the Class C Certificates notifies
      the
      Subordination Agent, each Trustee (and each such Trustee shall promptly notify
      all Certificateholders of the applicable Trust, including the purchasing Class
      C
      Certificateholder) and each applicable Indenture Trustee that it wishes to
      participate in such purchase, then such other Certificateholder may join with
      the purchasing Certificateholder to purchase such Series A Equipment Notes
      and
      Series B Equipment Notes pro rata based on the interest in the Class C Trust
      held by each such Certificateholder compared to such interests held by all
      such
      participating Certificateholders.

     

    (c) If
      an
      Equipment Note Buy-Out Event has occurred and is continuing, then regardless
      of
      whether any Class B Certificateholder or Class C Certificateholder (or, if
      applicable, any Senior Additional Certificateholder (as defined below)) has
      elected to exercise its right to purchase Equipment Notes under this Section
      2.7
      (and so long as, with respect to the Indentures referred to in this clause
      (c),
      no Junior Additional Certificateholder (as defined below) has elected to
      exercise its right to purchase Equipment Notes issued under such Indentures
      pursuant to this Section 2.7), any Additional Certificateholder may,
upon
      15 days’ prior written notice to the Subordination Agent, each Trustee (and each
      such Trustee shall promptly provide such notice to all Certificateholders of
      the
      applicable Trust) and each applicable Indenture Trustee given on or before
      the
      date which is six months after the occurrence of the applicable Equipment Note
      Buy-Out Event, purchase on the third Business Day next following the expiry
      of
      such 15-day notice period all, but not less than all, of the Series A Equipment
      Notes, the Series B Equipment Notes and Series C Equipment Notes (and, if
      applicable, any Senior Additional Equipment Notes (as defined below)) issued
      under any one or more Indentures for a purchase price equal to the sum of the
      aggregate Note Target Price for such Series A Equipment Notes, Series B
      Equipment Notes and Series C Equipment Notes (and, if applicable, any Senior
      Additional Equipment Notes) plus an amount equal to the Excess Liquidity
      Obligations in respect of such Indentures. If prior to the end of such 15-day
      period, any other holder of such class of Additional Certificates notifies
      the
      Subordination Agent, each Trustee (and each such Trustee shall promptly notify
      all Certificateholders of the applicable Trust, including the purchasing
      Additional Certificateholder) and each applicable Indenture Trustee that it
      wishes to participate in such purchase, then such other Certificateholder may
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    Certificateholder
      to purchase such Series A Equipment Notes, Series B Equipment Notes and Series
      C
      Equipment Notes (and, if applicable, any Senior Additional Equipment Notes)
      pro
      rata based on the interest in the applicable Trust held by each such
      Certificateholder compared to such interests held by all such participating
      Certificateholders.

     

    "Junior
      Additional Certificateholder"
      means, with respect to any Additional Certificateholder exercising its right
      to
      purchase Equipment Notes under this Section 2.7(c), any holder of any class
      (or
      classes) of Additional Certificates that rank junior, in priority of payment
      under this Agreement, to the class of Additional Certificates held by such
      Additional Certificateholder.

     

    "Senior
      Additional Certificateholder"
      means, with respect to any Additional Certificateholder exercising its right
      to
      purchase Equipment Notes under this Section 2.7(c), any holder of any class
      (or
      classes) of Additional Certificates that rank senior, in priority of payment
      under this Agreement, to the class of Additional Certificates held by such
      Additional Certificateholder.

     

    "Senior
      Additional Equipment Notes"
      means, with respect to any Additional Certificateholder exercising its right,
      under this Section 2.7(c), to purchase Equipment Notes issued under any
      Indenture, any series of Additional Equipment Notes that rank senior, in
      priority of payment under such Indenture, to the series of Additional Equipment
      Notes corresponding to the class of Additional Certificates held by such
      Additional Certificateholder.

     

    (d) On
      the
      date of any purchase by the Class B Certificateholders, the Class C
      Certificateholders or any Additional Certificateholders, as applicable, of
      Equipment Notes issued under any Indenture, the purchasing Certificateholders
      shall pay to the Subordination Agent in immediately available funds the
      aggregate purchase price of all of the Equipment Notes being purchased as
      specified in this Section 2.7. The proceeds received by the Subordination Agent
      pursuant to this clause (d) shall be promptly applied by the Subordination
      Agent
      in accordance with Section 3.2 hereof. 

     

    (e) From
      and after the purchase of any Equipment Notes pursuant to this Section 2.7,
      any proceeds or payments made with respect to such purchased Equipment Notes
      shall be paid directly to the holders of such Equipment Notes in accordance
      with
      the related Indentures pro rata and shall not be subject to application under
      Article III hereof. Any proceeds or payments made with respect to any
      Equipment Notes under the related Indenture not purchased pursuant to this
      Section 2.7 shall continue to be paid to the Subordination Agent and shall
      be
      applied in accordance with Article III hereof. 

     

    (f) Notwithstanding
      the purchase of any Equipment Notes under any Indenture pursuant to this Section
      2.7, the provisions of the Granting Clause, Section 2.06, Article III and
      Section 11.01 and the definitions of “Related Equipment Note”, “Related
      Indenture”, “Related Mortgage”, “Related Note Holder”, “Related Secured
      Obligations”, “Related Series A Equipment Note”, “Related Series B Equipment
      Note”, “Related Series C Equipment Note”, “Related Additional Series Equipment
      Note” and “Indenture Indemnitee” (the "Cross-Collateralization
      Provisions")
      of such Indenture shall remain unchanged and in full force and effect, and
      may
      not be amended, modified or otherwise waived in any manner without
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    prior
      written consent of the Subordination Agent acting on the instructions of each
      Trustee. As a condition precedent to any purchase of Equipment Notes under
      this
      Section 2.7, each purchasing Certificateholder shall confirm in writing to
      the
      Subordination Agent that such purchasing Certificateholder acknowledges,
      consents and agrees to the provisions of this Section 2.7(f) and shall not
      take
      any action in contravention thereof or otherwise amend, modify or waive the
      Cross-Collateralization Provisions of such Indenture, and further acknowledges,
      consents and agrees to the restrictions set forth in Sections 4.1(a)(ii) and
      4.1(a)(iii) hereof.

     

    (g) In
      the event that Continental or any of its Affiliates is an owner of a Class
      B
      Certificate or Class C Certificate (or an Additional Certificate), it shall
      not
      have any right, as a Class B Certificateholder or Class C Certificateholder
      (or
      an Additional Certificateholder), as applicable, to purchase any Equipment
      Notes
      under this Section 2.7.

     

    (h) In
      connection with the purchase of Equipment Notes pursuant to this Section 2.7,
      upon the payment by any Certificateholder of the applicable Excess Liquidity
      Obligations and that portion of Note Target Price constituting enforcement
      costs
      incurred by the Subordination Agent, such Certificateholder, as the holder
      of
      such Equipment Notes, shall be subrogated to the right of the Subordination
      Agent to receive payment of such amounts in respect of such Equipment Notes
      under the applicable Indenture.

     

    (i) The
      right of any Certificateholder to purchase Equipment Notes pursuant to this
      Section 2.7 shall be subject to such purchase being exempt from, or not subject
      to, the registration requirements of the Securities Act of 1933, as amended,
      and
      in compliance with other applicable state or foreign securities laws. Each
      purchaser shall be required to provide to the Subordination Agent reasonably
      satisfactory evidence of compliance with such laws.

     

    (j) Any
      Taxes incurred by the applicable Loan Trustee, the Subordination Agent or the
      applicable Trustee in connection with the sale of any Equipment Note pursuant
      to
      the exercise by one or more Certificateholders of the right to purchase
      Equipment Notes pursuant to this Section 2.7 shall be paid by such purchasing
      Certificateholders, on a pro rata basis.

     

    ARTICLE
      III

     

    RECEIPT,
      DISTRIBUTION AND APPLICATION

    OF
      AMOUNTS RECEIVED

     

    SECTION
      3.1. Written
      Notice of Distribution.
      (a) No
      later than 3:00 P.M. (New York City time) on the Business Day immediately
      preceding each Distribution Date, each of the following Persons shall deliver
      to
      the Subordination Agent a Written Notice setting forth the following information
      as at the close of business on such Business Day:

     

    (i) With
      respect to the Class A Certificates, the Class A Trustee shall separately set
      forth the amounts to be paid in accordance with clause "first" (to reimburse
      payments made by such Trustee or the Class A Certificateholders, as the case
      may
      be, pursuant to subclause (ii) or (iv) of clause "first"), subclauses (ii)
      and
      (iii) of clause "sixth" of Section 3.2 hereof and clauses "seventh" and
      "tenth" of Section 3.2 hereof;


    
      
        
        

      

      
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    (ii) With
      respect to the Class B Certificates, the Class B Trustee shall separately set
      forth the amounts to be paid in accordance with clause "first" (to reimburse
      payments made by such Trustee or the Class B Certificateholders, as the case
      may
      be, pursuant to subclause (ii) or (iv) of clause "first"), subclauses (ii)
      and
      (iii) of clause "sixth" of Section 3.2 hereof and clauses "eighth",
      "eleventh" and "twelfth" of Section 3.2 hereof;

     

    (iii) With
      respect to the Class C Certificates, the Class C Trustee shall separately set
      forth the amounts to be paid in accordance with clause "first" (to reimburse
      payments made by such Trustee or the Class C Certificateholders, as the case
      may
      be, pursuant to subclause (ii) or (iii) of clause "first"), subclauses (ii)
      and (iii) of clause "sixth" of Section 3.2 hereof and clauses "ninth",
      "thirteenth" and "fourteenth" of Section 3.2 hereof;

     

    (iv) With
      respect to each Liquidity Facility, the Liquidity Provider thereunder shall
      separately set forth the amounts to be paid to it in accordance with subclauses
      (iii) and (iv) of clause "first" of Section 3.2 hereof, clause "second" of
      Section 3.2 hereof, clause "third" of Section 3.2 hereof, clause "fourth" of
      Section 3.2 hereof and clause "fifth" of Section 3.2 hereof; and

     

    (v) Each
      Trustee shall set forth the amounts to be paid in accordance with clause "sixth"
      of Section 3.2 hereof.

     

    (b) At
      such
      time as a Trustee or a Liquidity Provider shall have received all amounts owing
      to it (and, in the case of a Trustee, the Certificateholders for which it is
      acting) pursuant to Section 3.2 hereof, as applicable, and, in the case of
      a
      Liquidity Provider, its commitment or obligations under the related Liquidity
      Facility shall have terminated or expired, such Person shall, by a Written
      Notice, so inform the Subordination Agent and each other party to this
      Agreement.

     

    (c) As
      provided in Section 6.5 hereof, the Subordination Agent shall be fully protected
      in relying on any of the information set forth in a Written Notice provided
      by
      any Trustee, any Liquidity Provider pursuant to paragraphs (a) and (b) above
      and
      shall have no independent obligation to verify, calculate or recalculate any
      amount set forth in any Written Notice delivered in accordance with such
      paragraphs.

     

    (d) Any
      Written Notice delivered by a Trustee, a Liquidity Provider or the Subordination
      Agent, as applicable, pursuant to Section 3.1(b) hereof, if made prior to 10:00
      A.M. (New York City time) on any Business Day, shall be effective on the date
      delivered (or if delivered later on a Business Day or if delivered on a day
      which is not a Business Day shall be effective as of the next Business Day).
      Subject to the terms of this Agreement, the Subordination Agent shall as
      promptly as practicable comply with any such instructions; provided,
      however,
      that
      any transfer of funds pursuant to any instruction received after 10:00 A.M.
      (New York City time) on any Business Day may be made on the next succeeding
      Business Day.

     

    (e) In
      the
      event the Subordination Agent shall not receive from any Person any information
      set forth in paragraph (a) above which is required to enable the Subordination
      


    
      
        
        

      

      
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    Agent
      to
      make a distribution to such Person pursuant to Section 3.2 hereof, the
      Subordination Agent shall request such information and, failing to receive
      any
      such information, the Subordination Agent shall not make such distribution(s)
      to
      such Person. In such event, the Subordination Agent shall make distributions
      pursuant to clauses "first" through "fourteenth" of Section 3.2 to the extent
      it
      shall have sufficient information to enable it to make such distributions,
      and
      shall continue to hold any funds remaining, after making such distributions,
      until the Subordination Agent shall receive all necessary information to enable
      it to distribute any funds so withheld.

     

    (f) On
      such
      dates (but not more frequently than monthly) as any Liquidity Provider or any
      Trustee shall request, but in any event automatically at the end of each
      calendar quarter, the Subordination Agent shall send to such party a written
      statement reflecting all amounts on deposit with the Subordination Agent
      pursuant to Section 3.1(e) hereof.

     

    The
      notices required under this Section 3.1(a) may be in the form of a schedule
      or
      similar document provided to the Subordination Agent by the parties referenced
      therein or by any one of them, which schedule or similar document may state
      that, unless there has been a prepayment of the Certificates, such schedule
      or
      similar document is to remain in effect until any substitute notice or amendment
      shall be given to the Subordination Agent by the party providing such
      notice.

     

    SECTION
      3.2. Distribution
      of Amounts on Deposit in the Collection Account.
      Except
      as otherwise provided in Sections 2.4, 3.1(e), 3.3, 3.5(b) and 3.5(k), amounts
      on deposit in the Collection Account (including amounts on deposit in the
      Special Payments Account) shall be promptly distributed on each Regular
      Distribution Date (or, in the case of any amount described in Section 2.4(a),
      on
      the Special Distribution Date thereof) in the following order of priority and
      in
      accordance with the information provided to the Subordination Agent pursuant
      to
      Section 3.1(a) hereof:

     

    first,
      such
      amount as shall be required to reimburse (i) the Subordination Agent for
      any reasonable out-of-pocket costs and expenses actually incurred by it (to
      the
      extent not previously reimbursed) or reasonably expected to be incurred by
      it
      for the period ending on the next succeeding Regular Distribution Date (which
      shall not exceed $150,000 unless approved in writing by the Controlling Party)
      in the protection of, or the realization of the value of, the Equipment Notes
      or
      any Collateral, shall be applied by the Subordination Agent in reimbursement
      of
      such costs and expenses, (ii) any Trustee for any amounts of the nature
      described in clause (i) above actually incurred by it under the applicable
      Trust Agreement (to the extent not previously reimbursed), shall be distributed
      to such Trustee, (iii) any Liquidity Provider for any amounts of the nature
      described in clause (i) above actually incurred by it (to the extent not
      previously reimbursed), shall be distributed to such Liquidity Provider, and
      (iv) any Liquidity Provider or any Certificateholder for payments, if any,
      made by it to the Subordination Agent or any Trustee in respect of amounts
      described in clause (i) above actually incurred by it (to the extent not
      previously reimbursed) (collectively, the "Administration
      Expenses"),
      shall
      be distributed to such Liquidity Provider or the applicable Trustee for the
      account of such Certificateholder, in each such case, pro rata on the basis
      of
      all amounts described in clauses (i) through
      (iv) above;


    
      
        
        

      

      
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    second,
      such
      amount as shall be required to pay all accrued and unpaid Liquidity Expenses
      owed to each Liquidity Provider shall be distributed to the Liquidity Providers
      pro rata on the basis of the amount of Liquidity Expenses owed to each Liquidity
      Provider;

     

    third,
      such
      amount as shall be required to pay the aggregate amount of accrued and unpaid
      interest on all Liquidity Obligations (at the rate, or in the amount, provided
      in the applicable Liquidity Facility), pro rata on the basis of the amounts
      owed
      to each Liquidity Provider;

     

    fourth,
      such
      amount as shall be required (A) if any Cash Collateral Account had been
      previously funded as provided in Section 3.5(f), unless (i) a Performing Note
      Deficiency exists and a Liquidity Event of Default shall have occurred and
      be
      continuing with respect to the relevant Liquidity Facility or (ii) a Final
      Drawing shall have occurred with respect to such Liquidity Facility, to fund
      such Cash Collateral Account up to its Required Amount shall be deposited in
      such Cash Collateral Account, (B) if any Liquidity Facility shall become a
      Downgraded Facility or a Non-Extended Facility at a time when unreimbursed
      Interest Drawings under such Liquidity Facility have reduced the Available
      Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and
      a
      Liquidity Event of Default shall have occurred and be continuing with respect
      to
      the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred
      with
      respect to such Liquidity Facility, to deposit into the related Cash Collateral
      Account an amount equal to such Cash Collateral Account's Required Amount shall
      be deposited in such Cash Collateral Account, and (C) if, with respect to any
      particular Liquidity Facility, neither subclause (A) nor subclause (B) of this
      clause "fourth" is applicable, to pay or reimburse the Liquidity Provider in
      respect of such Liquidity Facility in an amount equal to the amount of all
      Liquidity Obligations then due under such Liquidity Facility (other than amounts
      payable pursuant to clause "second" or "third" of this Section 3.2), pro rata
      on
      the basis of the amounts of all such deficiencies and/or unreimbursed Liquidity
      Obligations payable to each Liquidity Provider;

     

    fifth,
      if,
      with respect to any particular Liquidity Facility, any amounts are to be
      distributed pursuant to either subclause (A) or (B) of clause "fourth" above,
      then the Liquidity Provider with respect to such Liquidity Facility shall be
      paid the excess of (x) the aggregate outstanding amount of unreimbursed
      Advances (whether or not then due) under such Liquidity Facility over
      (y) the Required Amount for the relevant Class, pro rata on the basis of
      such amounts in respect of each Liquidity Provider;

     

    sixth,
      such
      amount as shall be required to reimburse or pay (i) the Subordination Agent
      for any Tax (other than Taxes imposed on compensation paid hereunder), expense,
      fee, charge or other loss incurred by or any other amount payable to the
      Subordination Agent in connection with the transactions contemplated hereby
      (to
      the extent not previously reimbursed), shall be applied by the Subordination
      Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other
      than Taxes imposed on compensation paid under the applicable Trust Agreement),
      expense, fee, charge, loss or any other amount payable to such Trustee under
      the
      applicable Trust Agreements (to the extent not previously reimbursed), shall
      be
      distributed to such Trustee, and (iii) each 


    
      
        
        

      

      
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    Certificateholder
      for payments, if any, made by it pursuant to Section 5.2 hereof in respect
      of amounts described in clause (i) above, shall be distributed to the
      applicable Trustee for the account of such Certificateholder, in each such
      case,
      pro rata on the basis of all amounts described in clauses (i) through
      (iii) above;

     

    seventh,
      such
      amount as shall be required to pay in full accrued and unpaid interest at the
      Stated Interest Rate on Pool Balance of the Class A Certificates (excluding
      interest, if any, payable with respect to the Deposits relating to the Class
      A
      Trust) shall be distributed to the Class A Trustee;

     

    eighth,
      such
      amount as shall be required to pay unpaid Class B Adjusted Interest to the
      holders of the Class B Certificates (excluding interest, if any, payable
      with respect to the Deposits relating to the Class B Trust);

     

    ninth,
      such
      amount as shall be required to pay unpaid Class C Adjusted Interest to the
      holders of the Class C Certificates (excluding interest, if any, payable
      with respect to the Deposits relating to the Class C Trust);

     

    tenth,
      such
      amount as shall be required to pay in full Expected Distributions to the holders
      of the Class A Certificates on such Distribution Date shall be distributed
      to
      the Class A Trustee;

     

    eleventh,
      such
      amount as shall be required to pay in full accrued and unpaid interest at the
      Stated Interest Rate on the Pool Balance of the Class B Certificates which
      was not previously paid pursuant to clause "eighth" above to the holders of
      the Class B Certificates (excluding interest, if any, payable with respect
      to the Deposits related to the Class B Trust);

     

    twelfth,
      such
      amount as shall be required to pay in full Expected Distributions to the holders
      of the Class B Certificates on such Distribution Date shall be distributed
      to
      the Class B Trustee;

     

    thirteenth,
      such
      amount as shall be required to pay in full accrued and unpaid interest at the
      Stated Interest Rate on the Pool Balance of the Class C Certificates which
      was not previously paid pursuant to clause "ninth" above to the holders of
      the Class C Certificates (excluding interest, if any, payable with respect
      to the Deposits related to the Class C Trust);

     

    fourteenth,
      such
      amount as shall be required to pay in full Expected Distributions to the holders
      of the Class C Certificates on such Distribution Date shall be distributed
      to
      the Class C Trustee; and

     

    fifteenth,
      the
      balance, if any, of any such amount remaining thereafter shall be held in the
      Collection Account for later distribution in accordance with this Article
      III.

     

    With
      respect to clauses "first" and "sixth" above, no amounts shall be reimbursable
      to the Subordination Agent, any Trustee, any Liquidity Provider or any
      Certificateholder for any payments made by any such Person in connection with
      any Equipment


    
      
        
        

      

      
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    Note
      that
      is no longer held by the Subordination Agent (to the extent that such payments
      relate to periods after such Equipment Note ceases to be held by the
      Subordination Agent).

     

    SECTION
      3.3. Other
      Payments.
      (a)  Any payments received by the Subordination Agent for which no
      provision as to the application thereof is made in this Agreement shall be
      distributed by the Subordination Agent (i) in the order of priority specified
      in
      Section 3.2 hereof and (ii) to the extent received or realized at any time
      after
      the Final Distributions for each Class of Certificates have been made, in the
      manner provided in clause "first" of Section 3.2 hereof.

     

    (b) Notwithstanding
      the priority of payments specified in Section 3.2, in the event any Investment
      Earnings on amounts on deposit in any Cash Collateral Account resulting from
      an
      Unapplied Provider Advance are deposited in the Collection Account or the
      Special Payments Account, such Investment Earnings shall be used to pay interest
      payable in respect of such Unapplied Provider Advance to the extent of such
      Investment Earnings. 

     

    (c) If
      the
      Subordination Agent receives any Scheduled Payment after the Scheduled Payment
      Date relating thereto, but prior to such payment becoming an Overdue Scheduled
      Payment, then the Subordination Agent shall deposit such Scheduled Payment
      in
      the Collection Account and promptly distribute such Scheduled Payment in
      accordance with the priority of distributions set forth in Section 3.2 hereof;
      provided
      that,
      for the purposes of this Section 3.3(c) only, each reference in clause "tenth",
      "twelfth" or "fourteenth" of Section 3.2 to "Distribution Date" shall be deemed
      to refer to such Scheduled Payment Date.

     

    SECTION
      3.4. Payments
      to the Trustees and the Liquidity Providers.
      Any
      amounts distributed hereunder to any Liquidity Provider shall be paid to such
      Liquidity Provider by wire transfer of funds to the address such Liquidity
      Provider shall provide to the Subordination Agent. The Subordination Agent
      shall
      provide a Written Notice of any such transfer to the applicable Liquidity
      Provider at the time of such transfer. Any amounts distributed hereunder by
      the
      Subordination Agent to any Trustee which shall not be the same institution
      as
      the Subordination Agent shall be paid to such Trustee by wire transfer funds
      at
      the address such Trustee shall provide to the Subordination Agent.

     

    SECTION
      3.5. Liquidity
      Facilities.
      (a)
 Interest
      Drawings.
      If on
      any Distribution Date, after giving effect to the subordination provisions
      of
      this Agreement, the Subordination Agent shall not have sufficient funds for
      the
      payment of any amounts due and owing in respect of accrued interest on the
      Class A Certificates or the Class B Certificates (at the Stated Interest
      Rate for such Class of Certificates) (other than any amount of interest which
      was due and payable on the Class A Certificates or 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), then, prior to 12:30 p.m. (New York City time) on such
      Distribution Date, (i) the Subordination Agent shall request a drawing
      (each such drawing, an "Interest
      Drawing")
      under
      the Liquidity Facility with respect to such Class of Certificates in an amount
      equal to the lesser of (x) an amount sufficient to pay the amount of such
      accrued interest (at the applicable Stated Interest Rate for such Class of
      Certificates) and (y) the Available Amount under such Liquidity Facility,
      and shall pay such amount to the Trustee with respect to such Class of
      Certificates in payment of such accrued interest.


    
      
        
        

      

      
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    (b) Application
      of Interest Drawings.
      Notwithstanding anything to the contrary contained in this Agreement, (i) all
      payments received by the Subordination Agent in respect of an Interest Drawing
      under the Class A Liquidity Facility and all amounts withdrawn by the
      Subordination Agent from the Class A Cash Collateral Account, and payable in
      each case to the Class A Certificateholders or the Class A Trustee, shall be
      promptly distributed to the Class A Trustee and (ii) all payments received
      by
      the Subordination Agent in respect of an Interest Drawing under the Class B
      Liquidity Facility and all amounts withdrawn by the Subordination Agent from
      the
      Class B Cash Collateral Account, and payable in each case to the Class B
      Certificateholders or the Class B Trustee, shall be promptly distributed to
      the
      Class B Trustee.

     

    (c) Downgrade
      Drawings.
      (i)
      With respect to each Liquidity Facility, a Downgrade Drawing shall be requested
      by the Subordination Agent thereunder as provided in Section 3.5(c)(iii), if
      at
      any time a Downgrade Event shall have occurred with respect to such Liquidity
      Facility (a "Downgraded
      Facility"),
      unless an event described in Section 3.5(c)(ii) occurs with respect to such
      Liquidity Facility.

     

    (ii) If
      at any
      time any Liquidity Facility becomes a Downgraded Facility, the Subordination
      Agent shall request a Downgrade Drawing thereunder in accordance with Section
      3.5(c)(iii), unless the Liquidity Provider under such Downgraded Facility or
      Continental arranges for a Replacement Liquidity Provider to issue and deliver
      a
      Replacement Liquidity Facility to the Subordination Agent within 10 days after
      receiving notice of a Downgrade Event (but not later than the expiration date
      of
      such Downgraded Facility).

     

    (iii) Upon
      the
      occurrence of any Downgrade Event with respect to any Liquidity Facility, unless
      a Replacement Liquidity Facility is arranged as provided in Section 3.5(c)(ii),
      the Subordination Agent shall, on the 10th day referred to in Section 3.5(c)(ii)
      (or if such 10th day is not a Business Day, on the next succeeding Business
      Day)
      (or, if earlier, the expiration date of such Downgraded Facility), request
      a
      drawing in accordance with and to the extent permitted by such Downgraded
      Facility (such drawing, a "Downgrade
      Drawing")
      of the
      Available Amount thereunder. Amounts drawn pursuant to a Downgrade Drawing
      shall
      be maintained and invested as provided in Section 3.5(f) hereof. The applicable
      Liquidity Provider may also arrange for a Replacement Liquidity Provider to
      issue and deliver a Replacement Liquidity Facility at any time after such
      Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed
      in
      full to such Liquidity Provider.

     

    (d) Non-Extension
      Drawings.
      If any
      Liquidity Facility with respect to any Class of Certificates is scheduled to
      expire on a date (the "Stated
      Expiration Date")
      prior
      to the date that is 15 days after the Final Legal Distribution Date for such
      Class of Certificates, then, no earlier than the 60th day and no later than
      the
      40th day prior to the then Stated Expiration Date, the Subordination Agent
      shall
      request that the applicable Liquidity Provider extend the Stated Expiration
      Date
      until the earlier of (i) the date which is 15 days after such Final Legal
      Distribution Date and (ii) the date that is the day immediately preceding the
      364th
      day
      occurring after the last day of the applicable Consent Period (as hereinafter
      defined) (unless the obligations of such Liquidity Provider under such Liquidity
      Facility are earlier terminated in accordance with such Liquidity Facility).
      Whether or not the Liquidity Provider has received a request from the
      Subordination Agent, such Liquidity Provider shall advise the Subordination
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    earlier
      than the 40th
      day (or,
      if earlier, the date of such Liquidity Provider's receipt of such request,
      if
      any, from the Subordination Agent) and no later than the 25th
      day
      prior to the Stated Expiration Date then in effect for such Liquidity Facility
      (such period, with respect to such Liquidity Facility, the "Consent
      Period"),
      whether, in its sole discretion, it agrees to extend such Stated Expiration
      Date. If (A) on or before the date on which such Consent Period ends, such
      Liquidity Facility shall not have been replaced in accordance with Section
      3.5(e) and (B) the applicable Liquidity Provider fails irrevocably and
      unconditionally to advise the Subordination Agent on or before the date on
      which
      such Consent Period ends that such Stated Expiration Date then in effect shall
      be so extended for such Liquidity Facility, the Subordination Agent shall,
      on
      the date on which such Consent Period ends (or as soon as possible thereafter),
      in accordance with the terms of the expiring Liquidity Facility (a "Non-Extended
      Facility"),
      request a drawing under such expiring Liquidity Facility (such drawing, a
      "Non-Extension
      Drawing")
      of all
      available and undrawn amounts thereunder. Amounts drawn pursuant to a
      Non-Extension Drawing shall be maintained and invested in accordance with
      Section 3.5(f) hereof.

     

    (e) Issuance
      of Replacement Liquidity Facility.
      (i)  At any time, Continental may, at its option, with cause or
      without cause, arrange for a Replacement Liquidity Facility to replace any
      Liquidity Facility for any Class of Certificates (including any Replacement
      Liquidity Facility provided pursuant to Section 3.5(e)(ii) hereof); provided,
      however,
      that
      the initial Liquidity Provider for any Liquidity Facility shall not be replaced
      by Continental as a Liquidity Provider with respect to such Liquidity Facility
      prior to the third anniversary of the Closing Date unless (A) there shall have
      become due to such initial Liquidity Provider, or such initial Liquidity
      Provider shall have demanded, amounts pursuant to Section 3.01, 3.02 or 3.03
      of
      any applicable Liquidity Facility and the replacement of such initial Liquidity
      Provider would reduce or eliminate the obligation to pay such amounts or
      Continental determines in good faith that there is a substantial likelihood
      that
      such initial Liquidity Provider will have the right to claim any such amounts
      (unless such initial Liquidity Provider waives, in writing, any right it may
      have to claim such amounts), which determination shall be set forth in a
      certificate delivered by Continental to such initial Liquidity Provider setting
      forth the basis for such determination and accompanied by an opinion of outside
      counsel selected by Continental and reasonably acceptable to such initial
      Liquidity Provider verifying the legal conclusions, if any, of such certificate
      relating to such basis, provided
      that, in
      the case of any likely claim for such amounts based upon any proposed, or
      proposed change in, law, rule, regulation, interpretation, directive,
      requirement, request or administrative practice, such opinion may assume the
      adoption or promulgation of such proposed matter, (B) it shall become unlawful
      or impossible for such initial Liquidity Provider (or its Facility Office)
      to
      maintain or fund its LIBOR Advances as described in Section 3.10 of any
      Liquidity Facility, (C) any Liquidity Facility of such initial Liquidity
      Provider shall become a Downgraded Facility or a Non-Extended Facility or a
      Downgrade Drawing or a Non-Extension Drawing shall have occurred under any
      Liquidity Facility of such initial Liquidity Provider or (D) such initial
      Liquidity Provider shall have breached any of its payment (including, without
      limitation, funding) obligations under any Liquidity Facility in respect of
      which it is the Liquidity Provider. If such Replacement Liquidity Facility
      is
      provided at any time after a Downgrade Drawing or a Non-Extension Drawing has
      been made, all funds on deposit in the relevant Cash Collateral Account will
      be
      returned to the Liquidity Provider being replaced. 

     

    (ii) If
      any Liquidity Provider shall determine not to extend any of
      its
      Liquidity Facilities in accordance with Section 3.5(d), then such Liquidity
      Provider may, at its 


    
      
        
        

      

      
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    option,
      arrange for a Replacement Liquidity Facility to replace such Liquidity Facility
      during
      the period no earlier than 40 days and no later than 25 days prior to the then
      effective Stated Expiration Date of such Liquidity Facility. At any time after
      a
      Non-Extension Drawing has been made under any Liquidity Facility, the Liquidity
      Provider thereunder may, at its option, arrange for a Replacement Liquidity
      Facility to replace the Liquidity Facility under which such Non-Extension
      Drawing has been made.

     

    (iii) No
      Replacement Liquidity Facility arranged by Continental or a Liquidity Provider
      in accordance with clause (i) or (ii) above or pursuant to Section 3.5(c),
      respectively, shall become effective and no such Replacement Liquidity Facility
      shall be deemed a "Liquidity Facility" under the Operative Agreements, unless
      and until (A) each of the conditions referred to in sub-clauses (iv)(x) and
      (z)
      below shall have been satisfied, (B) if such Replacement Liquidity Facility
      shall materially adversely affect the rights, remedies, interests or obligations
      of the Class A Certificateholders or the Class B Certificateholders under any
      of
      the Operative Agreements, the applicable Trustee shall have consented, in
      writing, to the execution and issuance of such Replacement Liquidity Facility
      and (C) in the case of a Replacement Liquidity Facility arranged by a Liquidity
      Provider under Section 3.5(e)(ii) or pursuant to Section 3.5(c), such
      Replacement Liquidity Facility is acceptable to Continental.

     

    (iv) In
      connection with the issuance of each Replacement Liquidity Facility, the
      Subordination Agent shall (x) prior to the issuance of such Replacement
      Liquidity Facility, obtain written confirmation from each Rating Agency that
      such Replacement Liquidity Facility will not cause a reduction of any rating
      then in effect for any Class of Certificates by such Rating Agency (without
      regard to any downgrading of any rating of any Liquidity Provider being replaced
      (or, in the case of the initial Liquidity Provider, the Guarantor) pursuant
      to
      Section 3.5(c) hereof), (y) pay all Liquidity Obligations then owing to the
      replaced Liquidity Provider (which payment shall be made first from available
      funds in the applicable Cash Collateral Account as described in clause (v)
      of
      Section 3.5(f) hereof, and thereafter from any other available source,
      including, without limitation, a drawing under the Replacement Liquidity
      Facility) and (z) cause the issuer of the Replacement Liquidity Facility to
      deliver the Replacement Liquidity Facility to the Subordination Agent, together
      with a legal opinion opining that such Replacement Liquidity Facility is an
      enforceable obligation of such Replacement Liquidity Provider.

     

    (v) Upon
      satisfaction of the conditions set forth in clauses (iii) and (iv) of this
      Section 3.5(e) with respect to a Replacement Liquidity Facility, (w) the
      replaced Liquidity Facility shall terminate, (x) the Subordination Agent shall,
      if and to the extent so requested by Continental or the Liquidity Provider
      being
      replaced, execute and deliver any certificate or other instrument required
      in
      order to terminate the replaced Liquidity Facility, shall surrender the replaced
      Liquidity Facility to the Liquidity Provider being replaced and shall execute
      and deliver the Replacement Liquidity Facility and any associated Fee Letters,
      (y) each of the parties hereto shall enter into any amendments to this Agreement
      necessary to give effect to (1) the replacement of the applicable Liquidity
      Provider with the applicable Replacement Liquidity Provider and (2) the
      replacement of the applicable Liquidity Facility with the applicable Replacement
      Liquidity Facility and (z) the applicable Replacement Liquidity Provider shall
      be deemed to be a Liquidity Provider with the rights and obligations of a
      Liquidity Provider 


    
      
        
        

      

      
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    hereunder
      and under the other Operative Agreements and such Replacement Liquidity Facility
      shall be deemed to be a Liquidity Facility hereunder and under the other
      Operative Agreements.

     

    (f) Cash
      Collateral Accounts; Withdrawals; Investments.
      In the
      event the Subordination Agent shall draw all available amounts under the Class
      A
      Liquidity Facility or the Class B Liquidity Facility pursuant to Section 3.5(c),
      3.5(d) or 3.5(i) hereof, or in the event amounts are to be deposited in the
      Class A Cash Collateral Account or the Class B Cash Collateral Account pursuant
      to subclause (A) or (B) of clause "fourth" of Section 3.2, amounts so drawn
      or
      to be deposited, as the case may be, shall be deposited by the Subordination
      Agent in the Class A Cash Collateral Account or the Class B Cash Collateral
      Account, as applicable. All amounts on deposit in each Cash Collateral Account
      shall be invested and reinvested in Eligible Investments in accordance with
      Section 2.2(b) hereof. 

     

    On
      each
      Interest Payment Date (or, in the case of any Special Distribution Date with
      respect to the distribution of a Special Payment, on such Special Distribution
      Date), Investment Earnings on amounts on deposit in each Cash Collateral Account
      with respect to any Liquidity Facility (or, in the case of any Special
      Distribution Date with respect to the distribution of a Special Payment, so
      long
      as no Indenture Default shall have occurred and be continuing under any
      Indenture, a fraction of such Investment Earnings equal to the Section 2.4
      Fraction) shall be deposited in the Collection Account (or, in the case of
      any
      Special Distribution Date with respect to the distribution of a Special Payment,
      the Special Payments Account) and applied on such Interest Payment Date (or
      Special Distribution Date, as the case may be) in accordance with Section 3.2
      or
      3.3 (as applicable). The Subordination Agent shall deliver a written statement
      to Continental and each Liquidity Provider one day prior to each Interest
      Payment Date and Special Distribution Date setting forth the aggregate amount
      of
      Investment Earnings held in the Cash Collateral Accounts as of such date. In
      addition, from and after the date funds are so deposited, the Subordination
      Agent shall make withdrawals from such accounts as follows:

     

    (i) on
      each
      Distribution Date, the Subordination Agent shall, to the extent it shall not
      have received funds to pay accrued and unpaid interest due and owing on the
      Class A Certificates (at the applicable Stated Interest Rate for the Class
      A
      Certificates) after giving effect to the subordination provisions of this
      Agreement, withdraw from the Class A Cash Collateral Account, and pay to the
      Class A Trustee, an amount equal to the lesser of (x) an amount necessary
      to pay accrued and unpaid interest (at the applicable Stated Interest Rate
      for
      the Class A Certificates) on such Class A Certificates and (y) the amount on
      deposit in the Class A Cash Collateral Account;

     

    (ii) on
      each
      Distribution Date, the Subordination Agent shall, to the extent it shall not
      have received funds to pay accrued and unpaid interest due and owing on the
      Class B Certificates (at the Stated Interest Rate for the Class B Certificates)
      after giving effect to the subordination provisions of this Agreement, withdraw
      from the Class B Cash Collateral Account, and pay to the Class B Trustee, an
      amount equal to the lesser of (x) an amount necessary to pay accrued and
      unpaid interest (at the Stated Interest Rate for the Class B Certificates)
      on
      such Class B Certificates and (y) the amount on deposit in the Class B Cash
      Collateral Account;


    
      
        
        

      

      
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    (iii) on
      each
      date on which the Pool Balance of the Class A Trust shall have been reduced
      by
      payments made to the Class A Certificateholders pursuant to Section 3.2
      hereof or pursuant to Section 2.03 of the Escrow and Paying Agent Agreement
      for
      such Class, the Subordination Agent shall withdraw from the Class A Cash
      Collateral Account such amount as is necessary so that, after giving effect
      to
      the reduction of the Pool Balance on such date (and any reduction in the amounts
      on deposit in the Class A Cash Collateral Account resulting from a prior
      withdrawal of amounts on deposit in the Class A Cash Collateral Account on
      such
      date) and any transfer of Investment Earnings from such Cash Collateral Account
      to the Collection Account or the Special Payments Account on such date, an
      amount equal to the sum of the Required Amount (with respect to the Class A
      Liquidity Facility) plus (if on a Distribution Date not coinciding with an
      Interest Payment Date) Investment Earnings on deposit in such Cash Collateral
      Account (after giving effect to any such transfer of Investment Earnings) will
      be on deposit in the Class A Cash Collateral Account and shall first, pay such
      withdrawn amount to the Class A Liquidity Provider until the Liquidity
      Obligations (with respect to the Class A Certificates) owing to such Liquidity
      Provider shall have been paid in full, and second, deposit any remaining
      withdrawn amount in the Collection Account;

     

    (iv) on
      each
      date on which the Pool Balance of the Class B Trust shall have been reduced
      by
      payments made to the Class B Certificateholders pursuant to Section 3.2 hereof
      or pursuant to Section 2.03 of the Escrow and Paying Agent Agreement for such
      Class, the Subordination Agent shall withdraw from the Class B Cash Collateral
      Account such amount as is necessary so that, after giving effect to the
      reduction of the Pool Balance on such date (and any reduction in the amounts
      on
      deposit in the Class B Cash Collateral Account resulting from a prior withdrawal
      of amounts on deposit in the Class B Cash Collateral Account on such date)
      and
      any transfer of Investment Earnings from such Cash Collateral Account to the
      Collection Account or the Special Payments Account on such date, an amount
      equal
      to the sum of the Required Amount (with respect to the Class B Liquidity
      Facility) plus (if on a Distribution Date not coinciding with an Interest
      Payment Date) Investment Earnings on deposit in such Cash Collateral Account
      (after giving effect to any such transfer of Investment Earnings) will be on
      deposit in the Class B Cash Collateral Account and shall first, pay such
      withdrawn amount to the Class B Liquidity Provider until the Liquidity
      Obligations (with respect to the Class B Certificates) owing to such Liquidity
      Provider shall have been paid in full, and second, deposit any remaining
      withdrawn amount in the Collection Account;

     

    (v) if
      a
      Replacement Liquidity Facility for any Class of Certificates shall be delivered
      to the Subordination Agent following the date on which funds have been deposited
      into the Cash Collateral Account related to the Liquidity Facility for such
      Class of Certificates, the Subordination Agent shall withdraw all amounts on
      deposit in such Cash Collateral Account and shall pay such amounts to the
      replaced Liquidity Provider until all Liquidity Obligations owed to such Person
      shall have been paid in full, and shall deposit any remaining amount in the
      Collection Account; and

     

    (vi) following
      the payment of Final Distributions with respect to any Class of Certificates,
      on
      the date on which the Subordination Agent shall have been notified by the
      Liquidity Provider for such Class of Certificates that the Liquidity Obligations
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    to
      such
      Liquidity Provider have been paid in full, the Subordination Agent shall
      withdraw all amounts on deposit in the Cash Collateral Account related to the
      Liquidity Facility in respect of such Class of Certificates and shall deposit
      such amount in the Collection Account.

     

    (g) Reinstatement.
      With
      respect to any Interest Drawing under the Liquidity Facility for any Trust,
      upon
      the reimbursement of the applicable Liquidity Provider for all or any part
      of
      the amount of such Interest Drawing, together with any accrued interest thereon,
      the Available Amount of such Liquidity Facility shall be reinstated by an amount
      equal to the amount of such Interest Drawing so reimbursed to the applicable
      Liquidity Provider but not to exceed the Stated Amount for such Liquidity
      Facility; provided,
      however,
      that
      such Liquidity Facility shall not be so reinstated in part or in full at any
      time if (x) both a Performing Note Deficiency exists and a Liquidity Event
      of
      Default shall have occurred and be continuing with respect to the relevant
      Liquidity Facility or (y) a Final Drawing, a Non-Extension Drawing or a
      Downgrade Drawing shall have occurred with respect to such Liquidity Facility
      or
      an Interest Drawing shall have been converted into a Final Drawing. In the
      event
      that, with respect to any particular Liquidity Facility, (i) funds are
      withdrawn from any related Cash Collateral Account pursuant to clause (i) or
      (ii) of Section 3.5(f) hereof or (ii) such Liquidity Facility shall become
      a
      Downgraded Facility or a Non-Extended Facility at a time when unreimbursed
      Interest Drawings under such Liquidity Facility have reduced the Available
      Amount thereunder to zero, then funds received by the Subordination Agent at
      any
      time other than (x) any time when a Liquidity Event of Default shall have
      occurred and be continuing with respect to such Liquidity Facility and a
      Performing Note Deficiency exists or (y) any time after a Final Drawing shall
      have occurred with respect to such Liquidity Facility or an Interest Drawing
      shall have been converted into a Final Drawing, shall be deposited in such
      Cash
      Collateral Account as and to the extent provided in clause "fourth" of Section
      3.2 and applied in accordance with Section 3.5(f) hereof.

     

    (h) Reimbursement.
      The
      amount of each drawing under the Liquidity Facilities shall be due and payable,
      together with interest thereon, on the dates and at the rates, respectively,
      provided in the Liquidity Facilities.

     

    (i) Final
      Drawing.
      Upon
      receipt from a Liquidity Provider of a Termination Notice with respect to any
      Liquidity Facility, the Subordination Agent shall, not later than the date
      specified in such Termination Notice, in accordance with the terms of such
      Liquidity Facility, request a drawing under such Liquidity Facility of all
      available and undrawn amounts thereunder (a "Final
      Drawing").
      Amounts drawn pursuant to a Final Drawing shall be maintained and invested
      in
      accordance with Section 3.5(f) hereof.

     

    (j) Adjustments
      of Stated Amount.
      Promptly following each date on which the Required Amount of the Liquidity
      Facility for a Class of Certificates is reduced as a result of a reduction
      in
      the Pool Balance with respect to such Certificates or otherwise, the Stated
      Amount of such Liquidity Facility shall automatically be adjusted to an amount
      equal to the Required Amount with respect to such Liquidity Facility (as
      calculated by the Subordination Agent after giving effect to such
      payment).

     

    (k) Relation
      to Subordination Provisions.
      Interest Drawings under the Liquidity Facilities and withdrawals from the Cash
      Collateral Accounts relating to such Liquidity 


    
      
        
        

      

      
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    Facilities,
      in each case, in respect of interest on the Certificates of any Class, will
      be
      distributed to the Trustee for such Class of Certificates, notwithstanding
      Section 3.2 hereof.

     

    (l) Assignment
      of Liquidity Facility.
      The
      Subordination Agent agrees not to consent to the assignment by any Liquidity
      Provider of any of its rights or obligations under any Liquidity Facility or
      any
      interest therein, unless (i) Continental shall have consented to such
      assignment and (ii) each Rating Agency shall have provided a Ratings
      Confirmation in respect of such assignment; provided,
      that
      the Subordination Agent shall consent to such assignment if the conditions
      in
      the foregoing clauses (i) and (ii) are satisfied, and the foregoing is not
      intended to and shall not be construed to limit the rights of the initial
      Liquidity Provider under Section 3.5(e)(ii).

     

    ARTICLE
      IV

     

    EXERCISE
      OF REMEDIES

     

    SECTION
      4.1. Directions
      from the Controlling Party.
      (a) (i)
      Following the occurrence and during the continuation of an Indenture Default
      under any Indenture, the Controlling Party (except as otherwise provided in
      Section 2.6(d)) shall direct the Subordination Agent, as the holder of Equipment
      Notes issued under such Indenture, which in turn shall direct the Loan Trustee
      under such Indenture, in the exercise of remedies available to the holder of
      such Equipment Notes, including, without limitation, the ability to vote all
      such Equipment Notes held by the Subordination Agent in favor of Accelerating
      such Equipment Notes in accordance with the provisions of such Indenture. If
      the
      Equipment Notes issued pursuant to any Indenture and held by the Subordination
      Agent have been Accelerated following an Indenture Default with respect thereto,
      the Controlling Party may direct the Subordination Agent to sell, assign,
      contract to sell or otherwise dispose of and deliver all (but not less than
      all)
      of such Equipment Notes to any Person at public or private sale, at any location
      at the option of the Controlling Party, all upon such terms and conditions
      as it
      may reasonably deem advisable in accordance with applicable law.

     

    (ii) Following
      the occurrence and during the continuation of an Indenture Default under any
      Indenture, in the exercise of remedies pursuant to such Indenture, the Loan
      Trustee under such Indenture may be directed to lease the related Aircraft
      to
      any Person (including Continental) so long as the Loan Trustee in doing so
      acts
      in a "commercially reasonable" manner within the meaning of Article 9 of the
      Uniform Commercial Code as in effect in any applicable jurisdiction (including
      Sections 9-610 and 9-627 thereof).

     

    (iii) Notwithstanding
      the foregoing, so long as any Certificates remain Outstanding, during the period
      ending on the date which is nine months after the earlier of (x) the
      Acceleration of the Equipment Notes issued pursuant to any Indenture or (y)
      the
      occurrence of a Continental Bankruptcy Event, without the consent of each
      Trustee, no Aircraft subject to the Lien of such Indenture or such Equipment
      Notes may be sold if the net proceeds from such sale would be less than the
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    (iv) Upon
      the
      occurrence and continuation of an Indenture Default under any Indenture, the
      Subordination Agent will obtain three desktop appraisals from the Appraisers
      selected by the Controlling Party setting forth the current market value,
      current lease rate and distressed value (in each case, as defined by the
      International Society of Transport Aircraft Trading or any successor
      organization) of the Aircraft subject to such Indenture (each such appraisal,
      an
      "Appraisal" and
      the
      current market value appraisals being referred to herein as the "Post-Default
      Appraisals"). For
      so
      long as any Indenture Default shall be continuing under any Indenture, and
      without limiting the right of the Controlling Party to request more frequent
      Appraisals, the Subordination Agent will obtain updated Appraisals on the date
      that is 364 days from the date of the most recent Appraisal (or if a
      Continental Bankruptcy Event shall have occurred and is continuing, on the
      date
      that is 180 days from the date of the most recent
      Appraisal).

     

    (b) Following
      the occurrence and during the continuance of an Indenture Default under any
      Indenture, the Controlling Party shall take such actions as it may reasonably
      deem most effectual to complete the sale or other disposition of the relevant
      Aircraft or Equipment Notes. In addition, in lieu of any sale, assignment,
      contract to sell or other disposition, the Controlling Party may maintain or
      cause the Subordination Agent to maintain possession of such Equipment Notes
      and
      continue to apply monies received in respect of such Equipment Notes in
      accordance with Article III hereof. In addition, in lieu of such sale,
      assignment, contract to sell or other disposition, or in lieu of such
      maintenance of possession, the Controlling Party may, subject to the terms
      and
      conditions of the related Indenture, instruct the Loan Trustee under such
      Indenture to foreclose on the Lien on the related Aircraft or to take any other
      remedial action permitted under such Indenture or under any applicable
      law.

     

    (c) If
      following a Continental Bankruptcy Event and during the pendency thereof, the
      Controlling Party receives a proposal from or on behalf of Continental to
      restructure the financing of any one or more of the Aircraft, the Controlling
      Party shall promptly thereafter give the Subordination Agent and each Trustee
      notice of the material economic terms and conditions of such restructuring
      proposal whereupon the Subordination Agent acting on behalf of each Trustee
      shall endeavor using reasonable commercial efforts to make such terms and
      conditions of such restructuring proposal available to all Certificateholders
      (whether by posting on DTC’s Internet board or otherwise). Thereafter, neither
      the Subordination Agent nor any Trustee, whether acting on instructions of
      the
      Controlling Party or otherwise, may, without the consent of each Trustee, enter
      into any term sheet, stipulation or other agreement (whether in the form of
      an
      adequate protection stipulation, an extension under Section 1110(b) of the
      Bankruptcy Code or otherwise) to effect any such restructuring proposal with
      or
      on behalf of Continental unless and until the material economic terms and
      conditions of such restructuring shall have been made available to all
      Certificateholders for a period of not less than 15 calendar days (except that
      such requirement shall not apply to any such term sheet, stipulation or other
      agreement that is entered into on or prior to the expiry of the 60-Day Period
      and that is effective for a period not longer than three months from the expiry
      of the 60-Day Period). In the event that any Certificateholder gives irrevocable
      notice of the exercise of (i) its right to purchase any Equipment Notes pursuant
      to Section 2.7 hereof or (ii) its right to purchase all (but not less than
      all)
      of the Class of Certificates represented by the then Controlling Party pursuant
      to the applicable Trust Agreement, in either case, prior to the expiry of the
      15-day notice period specified above, such Controlling Party may not direct
      the
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    enter
      into (i) in the case of such purchase of Equipment Notes, any such restructuring
      proposal with respect to the Aircraft related to such Equipment Notes, or (ii)
      in the case of such purchase of Certificates, any such restructuring proposal
      with respect to any of the Aircraft, in either case, unless and until such
      Certificateholder shall fail to purchase such Equipment Notes or Class of
      Certificates, as applicable, on the date that it is required to make such
      purchase.

     

    SECTION
      4.2. Remedies
      Cumulative.
      Each and
      every right, power and remedy given to the Trustees, the Liquidity Providers,
      the Controlling Party or the Subordination Agent specifically or otherwise
      in
      this Agreement shall be cumulative and shall be in addition to every other
      right, power and remedy herein specifically given or now or hereafter existing
      at law, in equity or by statute, and each and every right, power and remedy
      whether specifically herein given or otherwise existing may, subject always
      to
      the terms and conditions hereof, be exercised from time to time and as often
      and
      in such order as may be deemed expedient by any Trustee, any Liquidity Provider,
      the Controlling Party or the Subordination Agent, as appropriate, and the
      exercise or the beginning of the exercise of any power or remedy shall not
      be
      construed to be a waiver of the right to exercise at the same time or thereafter
      any other right, power or remedy. No delay or omission by any Trustee, any
      Liquidity Provider, the Controlling Party or the Subordination Agent in the
      exercise of any right, remedy or power or in the pursuit of any remedy shall
      impair any such right, power or remedy or be construed to be a waiver of any
      default or to be an acquiescence therein.

     

    SECTION
      4.3. Discontinuance
      of Proceedings.
      In case
      any party to this Agreement (including the Controlling Party in such capacity)
      shall have instituted any Proceeding to enforce any right, power or remedy
      under
      this Agreement by foreclosure, entry or otherwise, and such Proceeding shall
      have been discontinued or abandoned for any reason or shall have been determined
      adversely to the Person instituting such Proceeding, then and in every such
      case
      each such party shall, subject to any determination in such Proceeding, be
      restored to its former position and rights hereunder, and all rights, remedies
      and powers of such party shall continue as if no such Proceeding had been
      instituted.

     

    SECTION
      4.4. Right
      of Certificateholders and the Liquidity Providers to Receive Payments Not to
      Be
      Impaired.
      Anything
      in this Agreement to the contrary notwithstanding but subject to each Trust
      Agreement, the right of any Certificateholder or any Liquidity Provider,
      respectively, to receive payments hereunder (including without limitation
      pursuant to Section 3.2 hereof) when due, or to institute suit for the
      enforcement of any such payment on or after the applicable Distribution Date,
      shall not be impaired or affected without the consent of such Certificateholder
      or such Liquidity Provider, respectively.

     

    SECTION
      4.5. Undertaking
      for Costs.
      In any
      Proceeding for the enforcement of any right or remedy under this Agreement
      or in
      any Proceeding against any Controlling Party or the Subordination Agent for
      any
      action taken or omitted by it as Controlling Party or Subordination Agent,
      as
      the case may be, a court in its discretion may require the filing by any party
      litigant in the suit of an undertaking to pay the costs of the suit, and the
      court in its discretion may assess reasonable costs, including reasonable
      attorneys' fees and expenses, against any party litigant in the suit, having
      due
      regard to the merits and good faith of the claims or defenses made by the party
      litigant. The provisions of this Section do not apply to a suit instituted
      by
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    Certificateholders
      holding more than 10% of the original principal amount of any Class of
      Certificates.

     

     

    ARTICLE
      V

     

    DUTIES
      OF
      THE SUBORDINATION AGENT;

    AGREEMENTS
      OF TRUSTEES, ETC.

     

    SECTION
      5.1. Notice
      of Indenture Default or Triggering Event.
      (a) In
      the event the Subordination Agent shall have actual knowledge of the occurrence
      of an Indenture Default or a Triggering Event, as promptly as practicable,
      and
      in any event within 10 days after obtaining knowledge thereof, the Subordination
      Agent shall transmit by mail or courier to the Rating Agencies, the Liquidity
      Providers and the Trustees notice of such Indenture Default or Triggering Event,
      unless such Indenture Default or Triggering Event shall have been cured or
      waived. For all purposes of this Agreement, in the absence of actual knowledge
      on the part of a Responsible Officer, the Subordination Agent shall not be
      deemed to have knowledge of any Indenture Default or Triggering Event unless
      notified in writing by one or more Trustees, one or more of the Liquidity
      Providers or one or more Certificateholders.

     

    (b) Other
      Notices.
      The
      Subordination Agent will furnish to each Liquidity Provider and each Trustee,
      promptly upon receipt thereof, duplicates or copies of all reports, notices,
      requests, demands, certificates, financial statements and other instruments
      furnished to the Subordination Agent as registered holder of the Equipment
      Notes
      or otherwise in its capacity as Subordination Agent to the extent the same
      shall
      not have been otherwise directly distributed to such Liquidity Provider or
      Trustee, as applicable, pursuant to the express provision of any other Operative
      Agreement.

     

    (c) Securities
      Position.
      Upon
      the occurrence of an Indenture Default, the Subordination Agent shall instruct
      the Trustees to, and the Trustees shall, request that DTC post on its Internet
      bulletin board a securities position listing setting forth the names of all
      the
      parties reflected on DTC's books as holding interests in the
      Certificates.

     

    (d) Reports.
      Promptly after the occurrence of a Triggering Event or an Indenture Default
      resulting from the failure of Continental to make payments on any Equipment
      Note
      and on every Regular Distribution Date while the Triggering Event or such
      Indenture Default shall be continuing, the Subordination Agent will provide
      to
      the Trustee, Liquidity Providers, the Rating Agencies and Continental a
      statement setting forth the following information:

     

    (i) after
      a
      Continental Bankruptcy Event, with respect to each Aircraft, whether such
      Aircraft is (A) subject to the 60-day period of Section 1110 of
      the Bankruptcy Code, (B) subject to an election by Continental under
      Section 1110(a) of the Bankruptcy Code, (C) covered by an agreement
      contemplated by Section 1110(b) of the Bankruptcy Code or (D) not
      subject to any of (A), (B) or (C);

     

    (ii) to
      the
      best of the Subordination Agent's knowledge, after requesting such information
      from Continental, (A) whether the Aircraft are currently in
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    or
      parked
      in storage, (B) the maintenance status of the Aircraft and (C) the
      location of the Engines (as defined in the Indentures);

     

    (iii) the
      current Pool Balance of the Certificates, the Preferred B Pool Balance, the
      Preferred C Pool Balance and outstanding principal amount of all Equipment
      Notes;

     

    (iv) the
      expected amount of interest which will have accrued on the Equipment Notes
      and
      on the Certificates as of the next Regular Distribution Date;

     

    (v) the
      amounts paid to each Person on such Distribution Date pursuant to this
      Agreement;

     

    (vi) details
      of the amounts paid on such Distribution Date identified by reference to the
      relevant provision of this Agreement and the source of payment (by Aircraft
      and
      party);

     

    (vii) if
      the
      Subordination Agent has made a Final Drawing under any Liquidity
      Facility;

     

    (viii) the
      amounts currently owed to each Liquidity Provider; 

     

    (ix) the
      amounts drawn under each Liquidity Facility; and

     

    (x) after
      a
      Continental Bankruptcy Event, any operational reports filed by Continental
      with
      the bankruptcy court which are available to the Subordination Agent on a
      non-confidential basis.

     

    SECTION
      5.2. Indemnification.
      The
      Subordination Agent shall not be required to take any action or refrain from
      taking any action under Section 5.1 (other than the first sentence thereof)
      or
      Article IV hereof unless the Subordination Agent shall have been indemnified
      (to
      the extent and in the manner reasonably satisfactory to the Subordination Agent)
      against any liability, cost or expense (including counsel fees and expenses)
      which may be incurred in connection therewith. The Subordination Agent shall
      not
      be under any obligation to take any action under this Agreement and nothing
      contained in this Agreement shall require the Subordination Agent to expend
      or
      risk its own funds or otherwise incur any financial liability in the performance
      of any of its duties hereunder or in the exercise of any of its rights or powers
      if it shall have reasonable grounds for believing that repayment of such funds
      or adequate indemnity against such risk or liability is not reasonably assured
      to it. The Subordination Agent shall not be required to take any action under
      Section 5.1 (other than the first sentence thereof) or Article IV hereof, nor
      shall any other provision of this Agreement be deemed to impose a duty on the
      Subordination Agent to take any action, if the Subordination Agent shall have
      been advised by counsel that such action is contrary to the terms hereof or
      is
      otherwise contrary to law.

     

    SECTION
      5.3. No
      Duties Except as Specified in Intercreditor Agreement.
      The
      Subordination Agent shall not have any duty or obligation to take or refrain
      from taking any action under, or in connection with, this Agreement, except
      as
      expressly provided by the terms of this Agreement; and no implied duties or
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    the
      Subordination Agent. The Subordination Agent agrees that it will, in its
      individual capacity and at its own cost and expense (but without any right
      of
      indemnity in respect of any such cost or expense under Section 5.2 or 7.1
      hereof) promptly take such action as may be necessary to duly discharge all
      Liens on any of the Trust Accounts or any monies deposited therein which result
      from claims against it in its individual capacity not related to its activities
      hereunder or any other Operative Agreement.

     

    SECTION
      5.4. Notice
      from the Liquidity Providers and Trustees.
      If any
      Liquidity Provider or Trustee has notice of an Indenture Default or a Triggering
      Event, such Person shall promptly give notice thereof to all other Liquidity
      Providers and Trustees and to the Subordination Agent, provided,
      however,
      that no
      such Person shall have any liability hereunder as a result of its failure to
      deliver any such notice.

     

    ARTICLE
      VI

     

    THE
      SUBORDINATION AGENT

     

    SECTION
      6.1. Authorization;
      Acceptance of Trusts and Duties.
      Each of
      the Class A Trustee and the Class B Trustee hereby designates and appoints
      the
      Subordination Agent as the agent and trustee of such Trustee under the
      applicable Liquidity Facility and authorizes the Subordination Agent to enter
      into the applicable Liquidity Facility as agent and trustee for such Trustee.
      Each of the Liquidity Providers and the Trustees hereby designates and appoints
      the Subordination Agent as the Subordination Agent under this Agreement. WTC
      hereby accepts the duties hereby created and applicable to it as the
      Subordination Agent and agrees to perform the same but only upon the terms
      of
      this Agreement and agrees to receive and disburse all monies received by it
      in
      accordance with the terms hereof. The Subordination Agent shall not be
      answerable or accountable under any circumstances, except (a) for its own
      willful misconduct or gross negligence (or ordinary negligence in the handling
      of funds), (b) as provided in Sections 2.2 or 5.3 hereof and (c) for liabilities
      that may result from the material inaccuracy of any representation or warranty
      of the Subordination Agent made in its individual capacity in any Operative
      Agreement. The Subordination Agent shall not be liable for any error of judgment
      made in good faith by a Responsible Officer of the Subordination Agent, unless
      it is proved that the Subordination Agent was negligent in ascertaining the
      pertinent facts.

     

    SECTION
      6.2. Absence
      of Duties.
      The
      Subordination Agent shall have no duty to see to any recording or filing of
      this
      Agreement or any other document, or to see to the maintenance of any such
      recording or filing.

     

    SECTION
      6.3.. o
      Representations or Warranties as to Documents.
      The
      Subordination Agent in its individual capacity does not make nor shall be deemed
      to have made any representation or warranty as to the validity, legality or
      enforceability of this Agreement or any other Operative Agreement or as to
      the
      correctness of any statement contained in any thereof, except for the
      representations and warranties of the Subordination Agent, made in its
      individual capacity, under any Operative Agreement to which it is a party.
      The
      Certificateholders, the Trustees and the Liquidity Providers make no
      representation or warranty hereunder whatsoever.


    
      
        
        

      

      
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    SECTION
      6.4. No
      Segregation of Monies; No Interest.
      Any
      monies paid to or retained by the Subordination Agent pursuant to any provision
      hereof and not then required to be distributed to any Trustee or any Liquidity
      Provider as provided in Articles II and III hereof or deposited into one or
      more
      Trust Accounts need not be segregated in any manner except to the extent
      required by such Articles II and III and by law, and the Subordination Agent
      shall not (except as otherwise provided in Section 2.2 hereof) be liable for
      any
      interest thereon; provided,
      however,
      that
      any payments received or applied hereunder by the Subordination Agent shall
      be
      accounted for by the Subordination Agent so that any portion thereof paid or
      applied pursuant hereto shall be identifiable as to the source
      thereof.

     

    SECTION
      6.5. Reliance;
      Agents; Advice of Counsel.
      The
      Subordination Agent shall not incur liability to anyone in acting upon any
      signature, instrument, notice, resolution, request, consent, order, certificate,
      report, opinion, bond or other document or paper believed by it to be genuine
      and believed by it to be signed by the proper party or parties. As to the Pool
      Balance of any Trust as of any date, the Subordination Agent may for all
      purposes hereof rely on a certificate signed by any Responsible Officer of
      the
      applicable Trustee, and such certificate shall constitute full protection to
      the
      Subordination Agent for any action taken or omitted to be taken by it in good
      faith in reliance thereon. As to any fact or matter relating to the Liquidity
      Providers or the Trustees the manner of ascertainment of which is not
      specifically described herein, the Subordination Agent may for all purposes
      hereof rely on a certificate, signed by any Responsible Officer of the
      applicable Liquidity Provider or Trustee, as the case may be, as to such fact
      or
      matter, and such certificate shall constitute full protection to the
      Subordination Agent for any action taken or omitted to be taken by it in good
      faith in reliance thereon. The Subordination Agent shall assume, and shall
      be
      fully protected in assuming, that each of the Liquidity Providers and each
      of
      the Trustees are authorized to enter into this Agreement and to take all action
      to be taken by them pursuant to the provisions hereof, and shall not inquire
      into the authorization of each of the Liquidity Providers and the Trustees
      with
      respect thereto. In the administration of the trusts hereunder, the
      Subordination Agent may execute any of the trusts or powers hereof and perform
      its powers and duties hereunder directly or through agents or attorneys and
      may
      consult with counsel, accountants and other skilled persons to be selected
      and
      retained by it, and the Subordination Agent shall not be liable for the acts
      or
      omissions of any agent appointed with due care or for anything done, suffered
      or
      omitted in good faith by it in accordance with the advice or written opinion
      of
      any such counsel, accountants or other skilled persons.

     

    SECTION
      6.6. Capacity
      in Which Acting.
      The
      Subordination Agent acts hereunder solely as agent and trustee herein and not
      in
      its individual capacity, except as otherwise expressly provided in the Operative
      Agreements.

     

    SECTION
      6.7. Compensation.
      The
      Subordination Agent shall be entitled to reasonable compensation, including
      expenses and disbursements, for all services rendered hereunder and shall have
      a
      priority claim to the extent set forth in Article III hereof on all monies
      collected hereunder for the payment of such compensation, to the extent that
      such compensation shall not be paid by others. The Subordination Agent agrees
      that it shall have no right against any Trustee or Liquidity Provider for any
      fee as compensation for its services as agent under this Agreement. The
      provisions of this Section 6.7 shall survive the termination of this
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    SECTION
      6.8. May
      Become Certificateholder.
      The
      institution acting as Subordination Agent hereunder may become a
      Certificateholder and have all rights and benefits of a Certificateholder to
      the
      same extent as if it were not the institution acting as the Subordination
      Agent.

     

    SECTION
      6.9. Subordination
      Agent Required; Eligibility.
      There
      shall at all times be a Subordination Agent hereunder which shall be a
      corporation organized and doing business under the laws of the United States
      of
      America or of any State or the District of Columbia having a combined capital
      and surplus of at least $100,000,000 (or the obligations of which, whether
      now
      in existence or hereafter incurred, are fully and unconditionally guaranteed
      by
      a corporation organized and doing business under the laws of the United States
      of America, any State thereof or of the District of Columbia and having a
      combined capital and surplus of at least $100,000,000), if there is such an
      institution willing and able to perform the duties of the Subordination Agent
      hereunder upon reasonable or customary terms. Such corporation shall be a
      citizen of the United States and shall be authorized under the laws of the
      United States or any State thereof or of the District of Columbia to exercise
      corporate trust powers and shall be subject to supervision or examination by
      federal, state or District of Columbia authorities. If such corporation
      publishes reports of condition at least annually, pursuant to law or to the
      requirements of any of the aforesaid supervising or examining authorities,
      then,
      for the purposes of this Section 6.9, the combined capital and surplus of such
      corporation shall be deemed to be its combined capital and surplus as set forth
      in its most recent report of condition so published.

     

    In
      case
      at any time the Subordination Agent shall cease to be eligible in accordance
      with the provisions of this Section, the Subordination Agent shall resign
      immediately in the manner and with the effect specified in Section
      8.1.

     

    SECTION
      6.10. Money
      to Be Held in Trust.
      All
      Equipment Notes, monies and other property deposited with or held by the
      Subordination Agent pursuant to this Agreement shall be held in trust for the
      benefit of the parties entitled to such Equipment Notes, monies and other
      property. All such Equipment Notes, monies or other property shall be held
      in
      the Trust Department of the institution acting as Subordination Agent
      hereunder.

     

    ARTICLE
      VII

     

    INDEMNIFICATION
      OF SUBORDINATION AGENT

     

    SECTION
      7.1. Scope
      of Indemnification.
      The
      Subordination Agent shall be indemnified hereunder to the extent and in the
      manner described in Section 8.1 of the Participation Agreements and Section
      6 of
      the Note Purchase Agreement. The indemnities contained in such Sections of
      such
      agreements shall survive the termination of this Agreement.

     

    
      ARTICLE
        VIII

       

      SUCCESSOR
        SUBORDINATION AGENT

       

    

    
      
        
        

      

      
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    SECTION
      8.1. Replacement
      of Subordination Agent; Appointment of Successor.
      The
      Subordination Agent may resign at any time by so notifying the Trustees and
      the
      Liquidity Providers. The Controlling Party may remove the Subordination Agent
      for cause by so notifying the Subordination Agent and may appoint a successor
      Subordination Agent. The Controlling Party shall remove the Subordination Agent
      if:

     

    (1) the
      Subordination Agent fails to comply with Section 6.9 hereof;

     

    (2) the
      Subordination Agent is adjudged bankrupt or insolvent;

     

    (3) a
      receiver or other public officer takes charge of the Subordination Agent or
      its
      property; or

     

    (4) the
      Subordination Agent otherwise becomes incapable of acting.

     

    If
      the
      Subordination Agent resigns or is removed or if a vacancy exists in the office
      of Subordination Agent for any reason (the Subordination Agent in such event
      being referred to herein as the retiring Subordination Agent), the Controlling
      Party shall promptly appoint a successor Subordination Agent.

     

    A
      successor Subordination Agent shall deliver (x) a written acceptance of its
      appointment as Subordination Agent hereunder to the retiring Subordination
      Agent
      and (y) a written assumption of its obligations hereunder and under each
      Liquidity Facility to each party hereto, upon which the resignation or removal
      of the retiring Subordination Agent shall become effective, and the successor
      Subordination Agent shall have all the rights, powers and duties of the
      Subordination Agent under this Agreement. The successor Subordination Agent
      shall mail a notice of its succession to the Liquidity Providers and the
      Trustees. The retiring Subordination Agent shall promptly transfer its rights
      under each of the Liquidity Facilities and all of the property held by it as
      Subordination Agent to the successor Subordination Agent.

     

    If
      a
      successor Subordination Agent does not take office within 60 days after the
      retiring Subordination Agent resigns or is removed, the retiring Subordination
      Agent or one or more of the Trustees may petition any court of competent
      jurisdiction for the appointment of a successor Subordination
      Agent.

     

    If
      the
      Subordination Agent fails to comply with Section 6.9 hereof (to the extent
      applicable), one or more of the Trustees, one or more of the Liquidity Providers
      may petition any court of competent jurisdiction for the removal of the
      Subordination Agent and the appointment of a successor Subordination
      Agent.

     

    Notwithstanding
      the foregoing, no resignation or removal of the Subordination Agent shall be
      effective unless and until a successor has been appointed. No appointment of
      a
      successor Subordination Agent shall be effective unless and until the Rating
      Agencies shall have delivered a Ratings Confirmation.


    
      
        
        

      

      
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    ARTICLE
      IX

     

    SUPPLEMENTS
      AND AMENDMENTS

     

    SECTION
      9.1. Amendments,
      Waivers, etc.(a)  This
      Agreement may not be supplemented, amended or modified without the consent
      of
      each Trustee (acting, except in the case of any amendment pursuant to Section
      3.5(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any
      amendment contemplated by the last sentence of this Section 9.1(a), with the
      consent of holders of Certificates of the related Class evidencing interests
      in
      the related Trust aggregating not less than a majority in interest in such
      Trust
      or as otherwise authorized pursuant to the relevant Trust Agreement), the
      Subordination Agent and each Liquidity Provider; provided,
      however,
      that
      this Agreement may be supplemented, amended or modified without the consent
      of
      any Trustee if such supplement, amendment or modification (i) is in accordance
      with Section 9.1(c) or Section 9.1(d) hereof or (ii) cures an ambiguity or
      inconsistency or does not materially adversely affect such Trustee or the
      holders of the related Class of Certificates; provided further,
      however,
      that,
      if such supplement, amendment or modification (A) would (x) directly or
      indirectly modify or supersede, or otherwise conflict with, Section 2.2(b),
      Section 3.5(e), Section 3.5(f)(other than the last sentence thereof), Section
      3.5(l), the last sentence of this Section 9.1(a), Section 9.1(c), Section
      9.1(d), the second sentence of Section 10.6 or this proviso (collectively,
      the
      "Continental
      Provisions")
      or (y)
      otherwise adversely affect the interests of a potential Replacement Liquidity
      Provider or of Continental with respect to its ability to replace any Liquidity
      Facility or with respect to its payment obligations under any Operative
      Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a)
      or
      pursuant to Section 9.1(c) or Section 9.1(d), then such supplement, amendment
      or
      modification shall not be effective without the additional written consent
      of
      Continental. Notwithstanding the foregoing, without the consent of each
      Certificateholder and each Liquidity Provider, no supplement, amendment or
      modification of this Agreement may (i) reduce the percentage of the interest
      in
      any Trust evidenced by the Certificates issued by such Trust necessary to
      consent to modify or amend any provision of this Agreement or to waive
      compliance therewith or (ii) except as provided in this Section 9.1(a), Section
      9.1(c) or Section 9.1(d), modify Section 2.4 or 3.2 hereof, relating to the
      distribution of monies received by the Subordination Agent hereunder from the
      Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained
      in
      this Section shall require the consent of a Trustee at any time following the
      payment of Final Distributions with respect to the related Class of
      Certificates. If the Replacement Liquidity Facility for any Liquidity Facility
      in accordance with Section 3.5(e) hereof is to be comprised of more than one
      instrument as contemplated by the definition of the term "Replacement Liquidity
      Facility", then each of the parties hereto agrees to amend this Agreement to
      incorporate appropriate mechanics for multiple Liquidity Facilities for an
      individual Trust.

     

    (b) In
      the
      event that the Subordination Agent, as the registered holder of any Equipment
      Notes, receives a request for the giving of any notice or for its consent to
      any
      amendment, supplement, modification, consent or waiver under such Equipment
      Notes, the Indenture pursuant to which such Equipment Notes were issued, or
      the
      related Participation Agreement or other related document, (i) if no Indenture
      Default shall have occurred and be continuing with respect to such Indenture,
      the Subordination Agent shall request directions with respect to each Series
      of
      such Equipment Notes from the Trustee of the Trust which holds such Equipment
      Notes and shall vote or consent in accordance with the directions of such
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    (ii)
      if
      any Indenture Default shall have occurred and be continuing with respect to
      such
      Indenture, the Subordination Agent will exercise its voting rights with respect
      to such Equipment Notes as directed by the Controlling Party (subject to
      Sections 4.1 and 4.4 hereof); provided that no such amendment, modification
      or
      waiver shall, without the consent of each affected Certificateholder and each
      Liquidity Provider, reduce the amount of principal or interest payable by
      Continental under any Equipment Note or change the time of payments or method
      of
      calculation of any amount under any Equipment Note.

     

    (c) If
      Series
      B Equipment Notes or Series C Equipment Notes (or any series of Additional
      Equipment Notes) issued with respect to all of the Aircraft are redeemed and
      re-issued in accordance with the terms of Section 2.11(b) of each Indenture
      and
      Section 4(a)(vi) of the Note Purchase Agreement, such series of re-issued
      Equipment Notes (the "Refinancing
      Equipment Notes")
      shall
      be issued to a new pass through trust (a "Refinancing
      Trust")
      that
      issues a class of pass through certificates (the "Refinancing
      Certificates")
      to
      certificateholders (the "Refinancing
      Certificateholders")
      pursuant to a pass through trust agreement (a "Refinancing
      Trust Agreement")
      with a
      trustee (a "Refinancing
      Trustee").
      A
      Refinancing Trust, a Refinancing Trustee and the Refinancing Certificates shall
      be subject to all of the provisions of this Agreement in the same manner as
      the
      Trust, the Trustee and the Certificates of the Class corresponding to the series
      of the refinanced Equipment Notes, including, the subordination of the
      Refinancing Certificates to the Administration Expenses, the Liquidity
      Obligations, the Class A Certificates and, if applicable, the Class B
      Certificates. Such issuance of Refinancing Equipment Notes and Refinancing
      Certificates and the amendment of this Agreement as provided below shall require
      Ratings Confirmation and shall not materially adversely affect any of the
      Trustees. This Agreement shall be amended by written agreement of Continental
      and the Subordination Agent to give effect to the issuance of the Refinancing
      Certificates subject to the following terms and conditions:

     

    (i) the
      Refinancing Trustee shall be added as a party to this Agreement;

     

    (ii) the
      definitions of "Certificate", "Class", "Class B Certificates" (if applicable),
      "Class C Certificates" (if applicable), "Final Legal Distribution Date",
      "Trust", "Trust Agreement" and "Controlling Party" (and such other applicable
      definitions) shall be revised, as appropriate, to reflect such issuance (and
      the
      subordination of the Refinancing Certificates and the Refinancing Equipment
      Notes);

     

    (iii) the
      Refinancing Certificates may have the benefit of credit support similar to
      the
      Liquidity Facilities and claims for fees, interest, expenses, reimbursement of
      advances and other obligations arising from such credit support may rank pari
      passu with similar claims in respect of the Liquidity Facilities so long as
      Ratings Confirmation and the prior written consent of the Liquidity Providers
      shall have been obtained;

     

    (iv) the
      Refinancing Certificates cannot be issued to Continental but may be issued
      to
      any of Continental's Affiliates so long as such Affiliate shall have bankruptcy
      remote and special purpose provisions in its certificate of incorporation or
      other organizational documents and any subsequent transfer of the Refinancing
      Certificates to any Affiliate of Continental shall be similarly restricted;
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    (v) the
      scheduled payment dates on the Refinancing Equipment Notes shall be on the
      Regular Distribution Dates.

     

    The
      issuance of the Refinancing Certificates in compliance with all of the foregoing
      terms of this Section 9.1(c) shall not require the consent of any of the
      Trustees or the holders of any Class of Certificates. Each of the Liquidity
      Providers hereby agrees and confirms that it shall be deemed to consent to
      any
      issuance and amendment in accordance with this Section 9.1(c) (subject to the
      Liquidity Providers’ consent right in Section 9.1(c)(iii)) and any such issuance
      and amendment shall not affect any of its respective obligations under the
      Liquidity Facilities.

     

    (d) Pursuant
      to the terms of Section 2.02 of each Indenture and Section 4(a)(vi) of the
      Note
      Purchase Agreement, one or more additional series of Equipment Notes (the
      "Additional
      Equipment Notes"),
      which
      shall be subordinated in right of payment to the Series A Equipment Notes,
      the
      Series B Equipment Notes and the Series C Equipment Notes under such Indenture,
      may be issued at any time and from time to time. If any series of Additional
      Equipment Notes is issued under any Indenture, such series of Additional
      Equipment Notes shall be issued to a new pass through trust (an "Additional
      Trust")
      that
      issues a class of pass through certificates (the "Additional
      Certificates")
      to
      certificateholders (the "Additional
      Certificateholders")
      pursuant to a pass through trust agreement (an "Additional
      Trust Agreement")
      with a
      trustee (an "Additional
      Trustee").
      In
      such case, this Agreement shall be amended by written agreement of Continental
      and the Subordination Agent to provide for the subordination of the Additional
      Certificates to the Administration Expenses, the Liquidity Obligations, the
      Class A Certificates, the Class B Certificates and the Class C Certificates
      and,
      if applicable, any previously issued class (or classes) of Additional
      Certificates (in order of their issuance) (subject to clause (iii) below).
      Such
      issuance and the amendment of this Agreement as provided below shall require
      Ratings Confirmation and shall not materially adversely affect any of the
      Trustees. This Agreement shall be amended by written agreement of Continental
      and the Subordination Agent to give effect to the issuance of any Additional
      Certificates subject to the following terms and conditions:

     

    (i) the
      Additional Trustee shall be added as a party to this Agreement;

     

    (ii) the
      definitions of "Certificate", "Class", "Equipment Notes", "Final Legal
      Distribution Date", "Trust", "Trust Agreement" and "Controlling Party" (and
      such
      other applicable definitions) shall be revised, as appropriate, to reflect
      the
      issuance of the Additional Certificates (and the subordination
      thereof);

     

    (iii) Section
      3.2 may be revised, with respect to each Class of Additional Certificates,
      to
      provide for the distribution of “Adjusted Interest” for such Class of Additional
      Certificates (calculated in a manner substantially similar to the calculation
      of
      Class C Adjusted Interest) after the Class C Adjusted Interest but before
      Expected Distributions on the Class A Certificates (it being understood that
      the
      Rating Agencies, in connection with providing a Ratings Confirmation, may
      require that such class of Additional Certificates be rated);

     

    (iv) the
      Additional Certificates may have the benefit of credit support similar to the
      Liquidity Facilities and claims for fees, interest, expenses, reimbursement
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    other
      obligations arising from such credit support may rank pari passu with similar
      claims in respect of the Liquidity Facilities so long as Ratings Confirmation
      and the prior written consent of the Liquidity Providers shall have been
      obtained;

     

    (v) the
      Additional Certificates cannot be issued to Continental but may be issued to
      any
      of Continental's Affiliates so long as such Affiliate shall have bankruptcy
      remote and special purpose provisions in its certificate of incorporation or
      other organizational documents and any subsequent transfer of the Additional
      Certificates to any Affiliate of Continental shall be similarly restricted;
      

     

    (vi) the
      provisions of this Agreement governing payments with respect to Certificates
      and
      related notices, including Sections 2.4, 3.1 and 3.2, shall be revised to
      provide for distributions on such class of the Additional Certificates after
      payment of Administration Expenses, the Liquidity Obligations, the Class A
      Certificates, the Class B Certificates and the Class C Certificates (and, if
      applicable, any previously issued class (or classes) of Additional Certificates
      (in order of their issuance)), subject to clause (iii) above; and 

     

    (vii) the
      scheduled payment dates on such series of Additional Equipment Notes shall
      be on
      the Regular Distribution Dates.

     

    The
      issuance of the Additional Certificates in compliance with all of the foregoing
      terms of this Section 9.1(d) shall not require the consent of any of the
      Trustees or the holders of any Class of Certificates. Each of the Liquidity
      Providers hereby agrees and confirms that it shall be deemed to consent to
      any
      issuance and amendment in accordance with this Section 9.1(d) (subject to the
      Liquidity Providers’ consent right in Section 9.1(d)(iv)) and any such issuance
      and amendment shall not affect any of its respective obligations under the
      Liquidity Facilities.

     

    SECTION
      9.2. Subordination
      Agent Protected.
      If, in
      the reasonable opinion of the institution acting as the Subordination Agent
      hereunder, any document required to be executed pursuant to the terms of Section
      9.1 affects any right, duty, immunity or indemnity with respect to it under
      this
      Agreement or any Liquidity Facility, the Subordination Agent may in its
      discretion decline to execute such document.

     

    SECTION
      9.3. Effect
      of Supplemental Agreements.
      Upon the
      execution of any amendment, consent or supplement hereto pursuant to the
      provisions hereof, this Agreement shall be and be deemed to be and shall be
      modified and amended in accordance therewith and the respective rights,
      limitations of rights, obligations, duties and immunities under this Agreement
      of the parties hereto and beneficiaries hereof shall thereafter be determined,
      exercised and enforced hereunder subject in all respects to such modifications
      and amendments, and all the terms and conditions of any such supplemental
      agreement shall be and be deemed to be and shall be part of the terms and
      conditions of this Agreement for any and all purposes. In executing or accepting
      any supplemental agreement permitted by this Article IX, the Subordination
      Agent
      shall be entitled to receive, and shall be fully protected in relying upon,
      an
      opinion of counsel stating that the execution of such supplemental agreement
      is
      authorized or permitted by this Agreement.


    
      
        
        

      

      
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    SECTION
      9.4. Notice
      to Rating Agencies.
      Promptly
      upon receipt of any amendment, consent, modification, supplement or
      waiver contemplated by this Article IX and prior to taking any action
      required to be taken thereunder, the Subordination Agent shall send a copy
      thereof to each Rating Agency.

     

    ARTICLE
      X

     

    MISCELLANEOUS

     

    SECTION
      10.1. Termination
      of Intercreditor Agreement.
      Following payment of Final Distributions with respect to each Class of
      Certificates and the payment in full of all Liquidity Obligations to the
      Liquidity Providers and provided
      that
      there shall then be no other amounts due to the Certificateholders, the
      Trustees, the Liquidity Providers and the Subordination Agent hereunder or
      under
      the Trust Agreements, and that the commitment of the Liquidity Providers under
      the Liquidity Facilities shall have expired or been terminated, this Agreement
      and the trusts created hereby shall terminate and this Agreement shall be of
      no
      further force or effect. Except as aforesaid or otherwise provided, this
      Agreement and the trusts created hereby shall continue in full force and effect
      in accordance with the terms hereof.

     

    SECTION
      10.2. Intercreditor
      Agreement for Benefit of Trustees, Liquidity Providers and Subordination
      Agent.
      Subject
      to the second sentence of Section 10.6 and the provisions of Sections 4.4
      and 9.1, nothing in this Agreement, whether express or implied, shall be
      construed to give to any Person other than the Trustees, the Liquidity Providers
      and the Subordination Agent any legal or equitable right, remedy or claim under
      or in respect of this Agreement.

     

    SECTION
      10.3. Notices.
      Unless
      otherwise expressly specified or permitted by the terms hereof, all notices,
      requests, demands, authorizations, directions, consents, waivers or documents
      provided or permitted by this Agreement to be made, given, furnished or filed
      shall be in writing, mailed by certified mail, postage prepaid, or by confirmed
      telecopy and

     

    (i) if
      to the
      Subordination Agent, addressed to at its office at:

     

    WILMINGTON
      TRUST COMPANY 

    One
      Rodney Square

    1100
      N.
      Market Street

    Wilmington,
      DE 19890-1605

    Attention:
      Corporate Capital Market Services

    Telecopy:
      (302) 636-4140


    
      
        
        

      

      
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    (ii) if
      to any
      Trustee, addressed to it at its office at:

     

    WILMINGTON
      TRUST COMPANY 

    One
      Rodney Square

    1100
      N.
      Market Street

    Wilmington,
      DE 19890-1605

    Attention:
      Corporate Capital Market Services

    Telecopy:
      (302) 636-4140

     

    (iii) if
      to the
      Liquidity Provider, addressed to it at its office at:

     

    RZB
      FINANCE LLC

    24
      Grassy
      Plain Street

    Bethel,
      CT 06801

    Attention:
      Mr. Chris Hoedl, Ms. Marta Miller  

    
      
        Telephone:
          (203) 207-0115  

      

    

    
      
        Telecopy:
          (203) 744-6474

      

    

    


    Whenever
      any notice in writing is required to be given by any Trustee, Liquidity Provider
      or the Subordination Agent to any of the other of them, such notice shall be
      deemed given and such requirement satisfied when such notice is received. Any
      party hereto may change the address to which notices to such party will be
      sent
      by giving notice of such change to the other parties to this
      Agreement.

     

    SECTION
      10.4. Severability.
      Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    SECTION
      10.5. No
      Oral Modifications or Continuing Waivers.
      No terms
      or provisions of this Agreement may be changed, waived, discharged or terminated
      orally, but only by an instrument in writing signed by the party or other Person
      against whom enforcement of the change, waiver, discharge or termination is
      sought and any other party or other Person whose consent is required pursuant
      to
      this Agreement and any waiver of the terms hereof shall be effective only in
      the
      specific instance and for the specific purpose given.

     

    SECTION
      10.6. Successors
      and Assigns.
      All
      covenants and agreements contained herein shall be binding upon, and inure
      to
      the benefit of, each of the parties hereto and the successors and assigns of
      each, all as herein provided. In addition, the Continental Provisions shall
      inure to the benefit of Continental and its successors and assigns, and (without
      limitation of the foregoing) Continental is hereby constituted, and agreed
      to
      be, an express third party beneficiary of the Continental Provisions. Upon
      the
      occurrence of the Transfers contemplated by the Assignment and Assumption
      Agreements, the Trustee of each Class shall (without any further act) be deemed
      to have transferred all of its rights, title and interest in and to this
      Agreement to the trustee of the Successor Trust of the same Class and,
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    of
      each
      Successor Trust shall be deemed to be the "Trustee" of such Successor Trust
      with
      the rights and obligations of a "Trustee" hereunder and under the other
      Operative Agreements and each reference to a Trust of any Class herein shall
      be
      deemed a reference to the Successor Trust of such Class. 

     

    SECTION
      10.7. Headings.
      The
      headings of the various Articles and Sections herein and in the table of
      contents hereto are for convenience of reference only and shall not define
      or
      limit any of the terms or provisions hereof.

     

    SECTION
      10.8. Counterpart
      Form.
      This
      Agreement may be executed by the parties hereto in separate counterparts, each
      of which when so executed and delivered shall be an original, but all such
      counterparts shall together constitute but one and the same
      agreement.

     

    SECTION
      10.9. Subordination.
      (a)  As between the Liquidity Providers (and any additional liquidity
      providers in respect of any class of Refinancing Certificates or Additional
      Certificates), on the one hand, and the Trustees (and any Refinancing Trustees
      or Additional Trustees) and the Certificateholders (and any Refinancing
      Certificateholders or Additional Certificateholders), on the other hand, and
      as
      among the Trustees (and any Refinancing Trustees or Additional Trustees) and
      the
      related Certificateholders (and any Refinancing Certificateholders or Additional
      Certificateholders), this Agreement shall be a subordination agreement for
      purposes of Section 510 of the United States Bankruptcy Code, as amended
      from time to time.

     

    (b) Notwithstanding
      the provisions of this Agreement, if prior to the payment in full to the
      Liquidity Providers of all Liquidity Obligations then due and payable, any
      party
      hereto shall have received any payment or distribution in respect of Equipment
      Notes or any other amount under the Indentures or other Operative Agreements
      which, had the subordination provisions of this Agreement been properly applied
      to such payment, distribution or other amount, would not have been distributed
      to such Person, then such payment, distribution or other amount shall be
      received and held in trust by such Person and paid over or delivered to the
      Subordination Agent for application as provided herein.

     

    (c) If
      any
      Trustee, any Liquidity Provider or the Subordination Agent receives any payment
      in respect of any obligations owing hereunder (or, in the case of the Liquidity
      Providers, in respect of the Liquidity Obligations), which is subsequently
      invalidated, declared preferential, set aside and/or required to be repaid
      to a
      trustee, receiver or other party, then, to the extent of such payment, such
      obligations (or, in the case of the Liquidity Providers, such Liquidity
      Obligations) intended to be satisfied shall be revived and continue in full
      force and effect as if such payment had not been received.

     

    (d) The
      Trustees (on behalf of themselves and the holders of Certificates), the
      Liquidity Providers and the Subordination Agent confirm that the payment
      priorities specified in Section 3.2 shall apply in all circumstances,
      notwithstanding the fact that the obligations owed to the Trustees and the
      holders of Certificates are secured by certain assets and the Liquidity
      Obligations may not be so secured. The Trustees expressly agree (on behalf
      of
      themselves and the holders of Certificates) not to assert priority over the
      holders of Liquidity Obligations (except 


    
      
        
        

      

      
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    as
      specifically set forth in Section 3.2) due to their status as secured creditors
      in any bankruptcy, insolvency or other legal proceeding.

     

    (e) Each
      of
      the Trustees (on behalf of themselves and the holders of Certificates), the
      Liquidity Providers and the Subordination Agent may take any of the following
      actions without impairing its rights under this Agreement:

     

    (i) obtain
      a
      Lien on any property to secure any amounts owing to it hereunder, including,
      in
      the case of the Liquidity Providers, the Liquidity Obligations,

     

    (ii) obtain
      the primary or secondary obligation of any other obligor with respect to any
      amounts owing to it hereunder, including, in the case of the Liquidity
      Providers, any of the Liquidity Obligations,

     

    (iii) renew,
      extend, increase, alter or exchange any amounts owing to it hereunder,
      including, in the case of the Liquidity Providers, any of the Liquidity
      Obligations, or release or compromise any obligation of any obligor with respect
      thereto,

     

    (iv) refrain
      from exercising any right or remedy, or delay in exercising such right or
      remedy, which it may have, or

     

    (v) take
      any
      other action which might discharge a subordinated party or a surety under
      applicable law;

     

    provided,
      however,
      that
      the taking of any such actions by any of the Trustees, the Liquidity Providers
      or the Subordination Agent shall not prejudice the rights or adversely affect
      the obligations of any other party under this Agreement.

     

    SECTION
      10.10. Governing
      Law.
      THIS
      AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
      WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION,
      VALIDITY AND PERFORMANCE.

     

    SECTION
      10.11. 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;

     

    (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;


    
      
        
        

      

      
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    (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 10.3 hereof, or at such other address of which the other
      parties 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) EACH
      OF
      THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS 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. Each of the parties warrants and represents 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) Each
      Liquidity Provider hereby waives any immunity it may have from the jurisdiction
      of the courts of the United States of America or of any State and waives any
      immunity any of its properties located in the United States of America 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.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective officers thereunto duly authorized, as of the
      day
      and year first above written, and acknowledge that this Agreement has been
      made
      and delivered in the City of New York, and this Agreement has become effective
      only upon such execution and delivery.

     

    
      	 	
              WILMINGTON
                TRUST COMPANY,

              not
                in its individual capacity but solely as Trustee for each of the
                Trusts

            
	 	 	 
	 	
              By

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    


    
      	 	
              RZB
                FINANCE LLC, as Class A Liquidity Provider and Class B Liquidity
                Provider

            
	 	 	 
	 	
              By

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    


    
      	 	
              By

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    


    
      	 	
              WILMINGTON
                TRUST COMPANY,

              not
                in its individual capacity except as expressly set forth herein but
                solely
                as Subordination Agent and truste

            
	 	 	 
	 	
              By

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    


    
      	 	
              By

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    
 

     

     

     

     

    
      Intercreditor
        Agreement