Exhibit 4.3(a)


 




 


 





REVOLVING
CREDIT AGREEMENT

(2007-1A)


 


Dated as of
October 10, 2007


 


between


 


U.S. BANK
NATIONAL ASSOCIATION


 


as
Subordination Agent,


 


as Borrower


 


and


 


CALYON, acting
through its New York branch, as Liquidity Provider






 





 


Relating to


 


Northwest
Airlines Pass Through Trust 2007-1A

7.027% Northwest Airlines Pass Through Certificates,

Series 2007-1A


 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  ARTICLE I
  DEFINITIONS

  	
  1

  
	
  Section
  1.01.

  	
  Certain
  Defined Terms

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II
  AMOUNT AND TERMS OF THE COMMITMENT

  	
  7

  
	
  Section
  2.01.

  	
  The Advances

  	
  7

  
	
  Section
  2.02.

  	
  Making the
  Advances

  	
  7

  
	
  Section
  2.03.

  	
  Fees

  	
  10

  
	
  Section
  2.04.

  	
  Reduction or
  Termination of the Maximum Commitment

  	
  10

  
	
  Section
  2.05.

  	
  Repayments
  of Interest Advances, the Special Termination Advance or the Final Advance

  	
  10

  
	
  Section
  2.06.

  	
  Repayments
  of Provider Advances

  	
  11

  
	
  Section
  2.07.

  	
  Payments to
  the Liquidity Provider Under the Intercreditor Agreement

  	
  12

  
	
  Section
  2.08.

  	
  Book Entries

  	
  12

  
	
  Section
  2.09.

  	
  Payments
  from Available Funds Only

  	
  12

  
	
  Section
  2.10.

  	
  Extension of
  the Expiry Date; Non-Extension Advance

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE III
  OBLIGATIONS OF THE BORROWER

  	
  13

  
	
  Section
  3.01.

  	
  Increased
  Costs

  	
  13

  
	
  Section
  3.02.

  	
  Capital
  Adequacy

  	
  14

  
	
  Section
  3.03.

  	
  Payments
  Free of Deductions

  	
  14

  
	
  Section
  3.04.

  	
  Payments

  	
  15

  
	
  Section
  3.05.

  	
  Computations

  	
  16

  
	
  Section
  3.06.

  	
  Payment on
  Non-Business Days

  	
  16

  
	
  Section
  3.07.

  	
  Interest

  	
  16

  
	
  Section
  3.08.

  	
  Replacement
  of Borrower

  	
  17

  
	
  Section
  3.09.

  	
  Funding Loss
  Indemnification

  	
  17

  
	
  Section
  3.10.

  	
  Illegality

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV
  CONDITIONS PRECEDENT

  	
  18

  
	
  Section
  4.01.

  	
  Conditions
  Precedent to Effectiveness of Section 2.01

  	
  18

  
	
  Section
  4.02.

  	
  Conditions
  Precedent to Borrowing

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE V
  COVENANTS

  	
  20

  



 


i

















 


	
   

  	
   

  	
  Page

  
	
  Section
  5.01.

  	
  Affirmative
  Covenants of the Borrower

  	
  20

  
	
  Section
  5.02.

  	
  Negative
  Covenants of the Borrower

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI
  LIQUIDITY EVENTS OF DEFAULT

  	
  21

  
	
  Section
  6.01.

  	
  Liquidity
  Events of Default and Special Termination

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII
  MISCELLANEOUS

  	
  21

  
	
  Section
  7.01.

  	
  Amendments,
  Etc

  	
  21

  
	
  Section
  7.02.

  	
  Notices, Etc

  	
  21

  
	
  Section
  7.03.

  	
  No Waiver;
  Remedies

  	
  22

  
	
  Section
  7.04.

  	
  Further
  Assurances

  	
  22

  
	
  Section
  7.05.

  	
  Indemnification;
  Survival of Certain Provisions

  	
  23

  
	
  Section
  7.06.

  	
  Liability of
  the Liquidity Provider

  	
  23

  
	
  Section
  7.07.

  	
  Costs,
  Expenses and Taxes

  	
  24

  
	
  Section
  7.08.

  	
  Binding
  Effect; Participations

  	
  24

  
	
  Section
  7.09.

  	
  Severability

  	
  25

  
	
  Section
  7.10.

  	
  GOVERNING
  LAW

  	
  25

  
	
  Section
  7.11.

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

  	
  25

  
	
  Section
  7.12.

  	
  Execution in
  Counterparts

  	
  26

  
	
  Section
  7.13.

  	
  Entirety

  	
  26

  
	
  Section
  7.14.

  	
  Headings

  	
  27

  
	
  Section
  7.15.

  	
  LIQUIDITY
  PROVIDER’S OBLIGATION TO MAKE ADVANCES

  	
  27

  
	
  Section
  7.16.

  	
  Patriot Act

  	
  27

  
	
  Section
  7.17.

  	
  Head Office
  Obligations

  	
  27

  



 


ii

















 


	
  ANNEXES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ANNEX I

  	
   

  	
  Interest
  Advance Notice of Borrowing

  
	
  ANNEX II

  	
   

  	
  Non-Extension
  Advance Notice of Borrowing

  
	
  ANNEX III

  	
   

  	
  Downgrade
  Advance Notice of Borrowing

  
	
  ANNEX IV

  	
   

  	
  Final
  Advance Notice of Borrowing

  
	
  ANNEX V

  	
   

  	
  Notice of
  Termination

  
	
  ANNEX VI

  	
   

  	
  Notice of
  Replacement Subordination Agent

  
	
  ANNEX VII

  	
   

  	
  Special
  Termination Advance Notice of Borrowing

  
	
  ANNEX VIII

  	
   

  	
  Notice of
  Special Termination

  



 


iii

















 


REVOLVING
CREDIT AGREEMENT (2007-1A)


 


This REVOLVING CREDIT AGREEMENT (2007-1A)
dated as of October 10, 2007, between U.S. BANK NATIONAL ASSOCIATION, a
national banking association, not in its individual capacity but solely as
Subordination Agent under the Intercreditor Agreement (each as defined below),
as agent and trustee for the Class A Trust (as defined below) (the “Borrower”),
and CALYON, a société anonyme
organized under the laws of France (the “Liquidity Provider”),
acting through its New York Branch.


 


W I T N E S S
E T H:


 


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


 


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


 


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


 


ARTICLE I



DEFINITIONS


 


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


 


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


 


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


 


“Applicable Margin”
means (a) 1.00%, or (b) with respect to any (i) Unapplied Special Termination
Advance or (ii) Unapplied Provider Advance, the rates per annum specified in
the Fee Letter applicable to this Agreement.


 


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


 


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


 

















 


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


 


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


 


“Applied
Special Termination Advance” has the meaning assigned to such term in
Section 2.05.


 


“Applied
Special Termination Advance Replenishment Amount” has the meaning assigned
to such term in Section 2.06(c).


 


“Base Rate”
means a fluctuating interest rate per annum in effect from time to time, which
rate per annum is at all times equal to (a) the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published for such day (or, if
such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or if such rate is not so published for any
day that is a Business Day, the average of the quotations for such day for such
transactions received by the Liquidity Provider from three Federal funds
brokers of recognized standing selected by the Liquidity Provider, plus (b) one
quarter of one percent (0.25%) per annum.


 


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


 


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


 


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


 


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


 


“Consent Notice” has the meaning
assigned to such term in Section 2.10.


 


“Consent Period” has the meaning
assigned to such term in Section 2.10.


 


“Delivery
Period” means the period from the date hereof through March 31, 2009.


 


“Deposit
Agreement” means the Deposit Agreement, dated October 10, 2007, between
Citibank, N.A., as 


 


2

















 


Escrow Agent
and Credit Suisse, New York Branch, as Depositary, pertaining to the Class A
Certificates, as the same may be amended, modified or supplemented from time to
time in accordance with the terms thereof.


 


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


 


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


 


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


 


“Downgrade Event” means a downgrading
of the Liquidity Provider’s short-term unsecured debt rating issued by either
Rating Agency below the applicable Threshold Rating unless each Rating Agency
shall have confirmed in writing on or prior to the date of such downgrading
that such downgrading will not result in the downgrading, withdrawal or
suspension of the ratings of the Class A Certificates, in which case, such
downgrading of the Liquidity Provider’s short-term unsecured debt rating shall
not constitute a Downgrade Event.


 


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


 


“Excluded
Taxes” means (i) Taxes imposed on the overall net income of the Liquidity
Provider and (ii) Excluded Withholding Taxes.


 


“Excluded
Withholding Taxes” means (i) withholding Taxes imposed by the United States
except to the extent that such United States withholding Taxes are imposed or
increased as a result of any change in applicable law (excluding from “change
in applicable law” for this purpose, a change in an applicable treaty or other
change in law affecting the applicability of a treaty) after the date hereof,
or in the case of a successor Liquidity Provider (including a transferee of an
Advance) or Lending Office, after the date on which such successor Liquidity
Provider obtains its interest or on which the Lending Office is changed, and
(ii) any withholding Taxes imposed by the United States which are imposed or
increased as a result of the Liquidity Provider failing to deliver to the Borrower
any certificate or document described in Section 3.03 hereof and each other
certificate or document reasonably requested by the Borrower (which certificate
or document in the good faith judgment of the Liquidity Provider it is legally
entitled to provide) to establish that payments under this Agreement are exempt
from (or entitled to a reduced rate of) withholding Tax.


 


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


 


“Expiry
Date” means October 9, 2008, initially, or any date to which the Expiry
Date is extended pursuant to Section 2.10.


 


“Extension
Notice” has the meaning assigned to such term in Section 2.10.


 


3

















 


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


 


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


 


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


 


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


 


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


 


(i)          the
period beginning on the third Business Day following either (a) the Liquidity
Provider’s receipt of the Notice of Borrowing for such LIBOR Advance or
(b) the withdrawal of funds from the Class A Cash Collateral Account for
the purpose of paying interest on the Class A Certificates as contemplated by
Section 2.06(a) hereof and, in either case, ending on the next Regular
Distribution Date; and


 


(ii)         each
subsequent period commencing on the last day of the immediately preceding
Interest Period and ending on the next Regular Distribution Date;


 


provided,
however, that (I) if an Unapplied Provider Advance or Unapplied Special
Termination Advance which is a LIBOR Advance becomes an Applied Provider
Advance or Applied Special Termination Advance, as the case may be, the
Interest Period then applicable to such Unapplied Provider Advance or Unapplied
Special Termination Advance shall be applicable to such Applied Provider
Advance or Applied Special Termination Advance, as the case may be, and (II) if
(x) the Final Advance shall have been made, or (y) other outstanding Advances
shall have been converted into the Final Advance, then the Interest Periods
shall be successive periods of one month beginning on the third Business Day
following the Liquidity Provider’s receipt of the Notice of Borrowing for such
Final Advance (in the case of clause (x) above) or the last day of the Interest
Period then applicable to such outstanding Advances (in the case of clause (y)
above).


 


“Lending
Office” means the office of the Liquidity Provider presently located in New
York, New York, or such other lending office as the Liquidity Provider from
time to time shall notify the Borrower as its lending office hereunder.


 


4

















 


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


 


“LIBOR Rate”
means, with respect to any Interest Period, (i) the rate per annum appearing on
display page 3750 (British Bankers Association—LIBOR) of the Dow Jones Markets
Service (or any successor or substitute therefor) at approximately 11:00 A.M.
(London time) two Business Days before the first day of such Interest Period,
as the rate for dollar deposits with a maturity comparable to such Interest
Period, or (ii) if the rate calculated pursuant to clause (i) above is not
available, the average (rounded upwards, if necessary, to the next 1/16 of 1%)
of the rates per annum at which deposits in dollars are offered for the
relevant Interest Period by three banks of recognized standing selected by the
Liquidity Provider in the London interbank market at approximately 11:00 A.M.
(London time) two Business Days before the first day of such Interest Period in
an amount approximately equal to the principal amount of the LIBOR Advance to
which such Interest Period is to apply and for a period comparable to such
Interest Period.


 


“Liquidity
Event of Default” means the occurrence of the following: (i) all of the
Equipment Notes shall have been either declared to be immediately due and
payable or shall not have been paid at their final maturity; provided
that, if an acceleration of the Equipment Notes occurs during the Delivery
Period, a Liquidity Event of Default shall occur only if the aggregate
principal amount of the Equipment Notes exceeds $200 million, or (ii) a
Northwest Bankruptcy Event.


 


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


 


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


 


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


 


“Maximum
Commitment” means initially $35,679,381.69, as such amount may be reduced
from time to time in accordance with Section 2.04.


 


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


 


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


 


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


 


5

















 


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


 


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


 


“Prospectus
Supplement” means the Prospectus Supplement dated October 2, 2007, relating
to the Class A Certificates and the Class B Certificates, as such Prospectus
Supplement may be amended or supplemented.


 


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


 


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


 


“Special
Termination Advance” means an Advance made pursuant to Section 2.02(g).


 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


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


 


“Unapplied Special Termination Advance”
means any Special Termination Advance other than an Applied Special Termination
Advance.


 


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


 


“Withdrawal
Notice” has the meaning assigned to such term in Section 2.10.


 


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


 


“Acceleration”,
“Affiliate”, “Certificates”, “Class A Cash Collateral Account”,
“Class A Certificates”, “Class A Certificateholders”, “Class A
Trust”, “Class A Trust Agreement”, “Class A Trustee”, “Class
B Certificates”, “Closing Date”, “Controlling Party”, “Corporate
Trust Office”, “Delivery Period Expiry Date”, “Distribution Date”,
“Downgraded Facility”, “Equipment Notes”, “Final Legal
Distribution Date”, “Financing Agreement”, “Indenture”, “Interest
Payment Date”, “Investment Earnings”, “Liquidity Facility”, “Liquidity
Obligations”, “Loan Trustee”, “Moody’s”, “Non-Extended
Facility”, “Northwest”, “Northwest Bankruptcy Event”, “Note
Purchase Agreement”, “Operative Agreements”, “Performing
Equipment Note”, “Person”, “Pool Balance”, “Rating Agency”,
“Ratings Confirmation”, “Regular Distribution Date”, “Replacement
Liquidity Facility”, “Responsible Officer”, “Scheduled Payment”,
“Special Payment”, “Standard & Poor’s”, “Stated Interest
Rate”, “Subordination Agent”, “Taxes”, “Threshold Rating”,
“Trust Agreements”, “Trustee”, “Underwriters”, “Underwriting
Agreement” and “Written Notice”.


 


ARTICLE II



AMOUNT AND TERMS OF THE COMMITMENT


 


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


 


Section 2.02.          Making the Advances.
(a)  Interest Advances shall be made in one or more Borrowings by
delivery to the Liquidity Provider of one or more written and completed 


 


7

















 


Notices of Borrowing in
substantially the form of Annex I attached hereto, signed by a Responsible
Officer of the Borrower, in an amount not exceeding the Maximum Available
Commitment at such time and shall be used solely for the payment when due of
interest on the Class A Certificates at the Stated Interest Rate therefor in
accordance with Section 3.5(a) of the Intercreditor Agreement. Each Interest
Advance made hereunder shall automatically reduce the Maximum Available
Commitment and the amount available to be borrowed hereunder by subsequent
Advances by the amount of such Interest Advance (subject to reinstatement as
provided in the next sentence). Upon repayment to the Liquidity Provider in
full of the amount of any Interest Advance made pursuant to this Section
2.02(a), together with accrued interest thereon (as provided herein), the
Maximum Available Commitment shall be reinstated by the amount of such repaid
Interest Advance, but not to exceed the Maximum Commitment; provided, however,
that the Maximum Available Commitment shall not be so reinstated at any time if
(i) a Liquidity Event of Default shall have occurred and be continuing and (ii)
there is a Performing Note Deficiency.


 


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


 


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


 


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


 


(e)           Each Borrowing shall be
made on notice in writing (a “Notice of Borrowing”) in substantially the
form required by Section 2.02(a), 2.02(b), 2.02(c), 2.02(d) or 2.02(g), as the
case may be, given by the Borrower to the Liquidity Provider. If a Notice of
Borrowing is delivered by the Borrower in respect of any Borrowing no later
than 1:00 p.m. (New York City 


 


8

















 


time) on a Business Day, upon satisfaction of the conditions precedent
set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity
Provider shall make available to the Borrower, in accordance with its payment
instructions, the amount of such Borrowing in U.S. dollars and immediately available
funds, before 4:00 p.m. (New York City time) on such Business Day or on such
later Business Day specified in such Notice of Borrowing. If a Notice of
Borrowing is delivered by the Borrower in respect of any Borrowing after 1:00
p.m. (New York City time) on a Business Day, upon satisfaction of the
conditions precedent set forth in Section 4.02 with respect to a requested
Borrowing, the Liquidity Provider shall make available to the Borrower, in
accordance with its payment instructions, the amount of such Borrowing in U.S.
dollars and immediately available funds, before 12:00 Noon (New York City time)
on the first Business Day next following the day of receipt of such Notice of
Borrowing or on such later Business Day specified by the Borrower in such Notice
of Borrowing. Payments of proceeds of a Borrowing shall be made by wire
transfer of immediately available funds to the Borrower in accordance with such
wire transfer instructions as the Borrower shall furnish from time to time to
the Liquidity Provider for such purpose. Each Notice of Borrowing shall be
irrevocable and binding on the Borrower. Each Notice of Borrowing shall be
effective upon delivery of a copy thereof to the Liquidity Provider’s New York
Branch at the address specified in Section 7.02 hereof.


 


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


 


(g)           A Special Termination
Advance shall be made in a single Borrowing upon the receipt by the Borrower of
a Special Termination Notice from the Liquidity Provider pursuant to Section
6.01(b), by delivery to the Liquidity Provider of a written and completed
Notice of Borrowing in substantially the form of Annex VII, signed by a
Responsible Officer of the Borrower, in an amount equal to the Maximum
Available Commitment at such time, and shall be 


 


9

















 


used solely to fund the Class A Cash Collateral Account (in accordance
with Section 3.5(f) and Section 3.5(k) of the Intercreditor Agreement).


 


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


 


Section 2.04.          Reduction or
Termination of the Maximum Commitment.


 


(a)           Automatic Reduction.
Promptly following each date on which the Required Amount is reduced as a
result of a reduction in the Pool Balance of the Class A Certificates or
otherwise, the Maximum Commitment shall automatically be reduced to an amount
equal to such reduced Required Amount (as calculated by the Borrower). The
Borrower shall give notice of any such automatic reduction of the Maximum
Commitment to the Liquidity Provider within two Business Days thereof. The
failure by the Borrower to furnish any such notice shall not affect such
automatic reduction of the Maximum Commitment.


 


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


 


Section 2.05.          Repayments of
Interest Advances, the Special Termination Advance or the Final Advance. Subject
to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees, without
notice of an Advance or demand for repayment from the Liquidity Provider (which
notice and demand are hereby waived by the Borrower), to pay, or to cause to be
paid, to the Liquidity Provider on each date on which the Liquidity Provider
shall make an Interest Advance, the Special Termination Advance or the Final
Advance, an amount equal to (a) the amount of such Advance (any such Advance,
until repaid, is referred to herein as an “Unpaid Advance”), plus (b)
interest on the amount of each such Unpaid Advance as provided in Section 3.07
hereof; provided that if (i) the Liquidity Provider shall make a
Provider Advance at any time after making one or more Interest Advances which
shall not have been repaid in accordance with this Section 2.05 or (ii) this
Liquidity Facility shall become a Downgraded Facility or Non-Extended Facility
at any time when unreimbursed Interest Advances have reduced the Maximum
Available Commitment to zero, then such Interest Advances shall cease to
constitute Unpaid Advances and shall be deemed to have been changed into an
Applied Downgrade Advance or an Applied Non-Extension Advance, as the case may
be, for all purposes of this Agreement (including, without limitation, for the
purpose of determining when such Interest Advance is required to be repaid to
the Liquidity Provider in accordance with Section 2.06 and for the purposes of
Section 2.06(b)); provided, further, that amounts in respect of a
Special Termination Advance withdrawn from the Class A Cash Collateral Account
for the purpose of paying interest on the Class A Certificates in accordance
with Section 3.5(f) of the Intercreditor Agreement (the amount of any such
withdrawal being an “Applied Special Termination Advance”) shall
thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under
this Agreement for purposes of determining the Applicable Liquidity Rate for
interest payable thereon; and provided  further, that if,
following the making of a Special Termination Advance, the Liquidity Provider
delivers a Termination Notice to the Borrower pursuant to Section 6.01 hereof,
such Special


 


10

















 


Termination Advance shall
thereafter be converted to and treated as a Final Advance under this Agreement
for purposes of determining the Applicable Liquidity Rate for interest payable
thereon and the obligation for repayment thereof and as an Applied Special
Termination Advance for the purposes of Section 2.6(c) of the Intercreditor
Agreement. The Borrower and the Liquidity Provider agree that the repayment in
full of each Interest Advance, Special Termination Advance and Final Advance on
the date such Advance is made is intended to be a contemporaneous exchange for
new value given to the Borrower by the Liquidity Provider.


 


Section 2.06.          Repayments of
Provider Advances. (a)  Amounts advanced hereunder in respect of
a Provider Advance shall be deposited in the Class A Cash Collateral Account,
invested and withdrawn from the Class A Cash Collateral Account as set forth in
Sections 3.5(c), (d), (e) and (f) of the Intercreditor Agreement. The Borrower
agrees to pay to the Liquidity Provider, on each Regular Distribution Date,
commencing on the first Regular Distribution Date after the making of a
Provider Advance, interest on the principal amount of any such Provider Advance
as provided in Section 3.07; provided, however, that amounts in
respect of a Provider Advance withdrawn from the Class A Cash Collateral
Account for the purpose of paying interest on the Class A Certificates in
accordance with Section 3.5(f) of the Intercreditor Agreement (the amount of any
such withdrawal being (y) in the case of a Downgrade Advance, an “Applied
Downgrade Advance” and (z) in the case of a Non-Extension Advance, an “Applied
Non-Extension Advance” and, together with an Applied Downgrade Advance, an “Applied
Provider Advance”) shall thereafter (subject to Section 2.06(b)) be treated
as an Interest Advance under this Agreement for purposes of determining the
Applicable Liquidity Rate for interest payable thereon; provided  further,
however, that if, following the making of a Provider Advance, the
Liquidity Provider delivers a Termination Notice to the Borrower pursuant to
Section 6.01 hereof, such Provider Advance shall thereafter be treated as a
Final Advance under this Agreement for purposes of determining the Applicable
Liquidity Rate for interest payable thereon and the obligation for repayment
thereof and as an Applied Downgrade Advance or Applied Non-Extension Advance,
as the case may be, for the purposes of Section 2.6(c) of the Intercreditor
Agreement. Subject to Sections 2.07 and 2.09 hereof, immediately upon the
withdrawal of any amounts from the Class A Cash Collateral Account on account
of a reduction in the Required Amount, the Borrower shall repay to the
Liquidity Provider a portion of the Provider Advances in a principal amount
equal to such reduction, plus interest on the principal amount prepaid as
provided in Section 3.07 hereof.


 


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


 


11

















 


(c)           At any time when an
Applied Special Termination Advance (or any portion thereof) is outstanding,
upon the deposit in the Class A Cash Collateral Account of any amount pursuant
to clause “fourth” of Section 3.2 of the Intercreditor Agreement (any
such amount being an “Applied Special Termination Advance Replenishment
Amount”) for the purpose of replenishing or increasing the balance thereof
up to the Required Amount at such time, (i) the aggregate outstanding principal
amount of all Applied Special Termination Advances (and of Special Termination
Advances treated as an Interest Advance for purposes of determining the
Applicable Liquidity Rate for interest payable thereon) shall be automatically
reduced by the amount of such Applied Special Termination Advance Replenishment
Amount and (ii) the aggregate outstanding principal amount of all Unapplied
Special Termination Advances shall be automatically increased by the amount of
such Applied Special Termination Advance Replenishment Amount.


 


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


 


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


 


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


 


Section 2.09.          Payments from
Available Funds Only. All payments to be made by the Borrower under this
Agreement shall be made only from the amounts that constitute Scheduled
Payments, Special Payments or payments under Section 7(c) of the Participation
Agreements and Section 7 of the Note Purchase Agreement and only to the extent
that the Borrower shall have sufficient income or proceeds therefrom to enable
the Borrower to make payments in accordance with the terms hereof after giving
effect to the priority of payments provisions set forth in the Intercreditor
Agreement. The Liquidity Provider agrees that it will look solely to such
amounts to the extent available for distribution to it as provided in the
Intercreditor Agreement and this Agreement and that the Borrower, in its
individual capacity, is 


 


12

















 


not personally liable to
it for any amounts payable or liability under this Agreement except as
expressly provided in this Agreement, the Intercreditor Agreement or any
Participation Agreement. Amounts on deposit in the Class A Cash Collateral Account
shall be available to the Borrower to make payments under this Agreement only
to the extent and for the purposes expressly contemplated in Section 3.5(f) of
the Intercreditor Agreement.


 


Section 2.10.          Extension of the
Expiry Date; Non-Extension Advance. Each Expiry Date shall, subject to the
following provisions of this Section 2.10, be automatically extended without
any further act to the earlier of (i) the date which is 15 days after the Final
Legal Distribution Date for the Class A Certificates and (ii) the date that is
the day immediately preceding the 364th day occurring after the last
day of the Termination Period (as hereinafter defined). The Liquidity Provider
may, by a notice (a “Termination Notice”) to the Borrower, given during
the period commencing on the date that is 60 days prior to the Expiry Date then
in effect and ending on the date that is 25 days prior to the Expiry Date then
in effect for such Liquidity Facility (such period, with respect to such
Liquidity Facility, the “Termination Period”), determine that the Expiry
Date shall not be so extended, which determination may be made or withheld by
the Liquidity Provider in its absolute and sole discretion. If the Liquidity
Provider so advises the Borrower that the applicable Expiry Date shall not be
so extended (and if the Liquidity Provider shall not have been replaced in
accordance with Section 3.5(e) of the Intercreditor Agreement), the Borrower
shall be entitled on and after the date on which the Termination Period ends
(but prior to the then effective Expiry Date) to request a Non-Extension
Advance in accordance with Section 2.02(b) hereof and Section 3.5(d) of the
Intercreditor Agreement.


 


ARTICLE III



OBLIGATIONS OF THE BORROWER


 


Section 3.01.          Increased Costs. If
the Liquidity Provider shall determine that (a) any change after the date
hereof in any law, regulation, rule or directive or in the interpretation
thereof by any court or administrative or governmental authority charged with
the administration thereof or in the compliance by the Liquidity Provider (or
its head office) with any applicable direction, request or requirement (whether
or not having the force of law) of any central bank or competent governmental
or other authority shall either (i) impose, modify or deem applicable any
reserve, special deposit or similar requirement against assets held by, or
deposits in or for the account of, or loans made by, the Liquidity Provider, or
(ii) impose on the Liquidity Provider any other condition regarding this
Agreement or any Advance, or (iii) subject the Liquidity Provider to any Taxes
with respect to amounts payable or paid or change the basis of taxation of any
amounts payable to the Liquidity Provider (other than Excluded Taxes) and (b)
the result of any event referred to in the preceding clauses (i), (ii) or (iii)
shall be to increase the cost to the Liquidity Provider of issuing or
maintaining its commitment or funding or maintaining Advances (which increase
in cost shall be determined by the Liquidity Provider’s reasonable allocations
of the aggregate of such cost increases resulting from such event), then, upon
demand by the Liquidity Provider ), the Borrower shall pay, or cause to be
paid, to the Liquidity Provider, from time to time as specified by the
Liquidity Provider, additional amounts which shall be sufficient to compensate
the Liquidity Provider for such increased cost; provided that if such demand
for payment is made more than 180 days after a Responsible Officer of the
Liquidity Provider 


 


13

















 


obtains actual knowledge
of any event referred to in clause (i), (ii) or (iii) above period, the
Borrower shall be obligated to pay such additional amounts only with respect to
such increased cost actually incurred or effected on or after the 180th day
prior to the date of such demand. A certificate as to such increased cost
incurred by the Liquidity Provider as a result of any event mentioned in
clauses (i), (ii) or (iii) above, prepared in reasonable detail and submitted
by the Liquidity Provider to the Borrower, shall be conclusive evidence of the
amount owed under this Section, absent manifest error.


 


The Liquidity Provider agrees to use
reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to change the jurisdiction of its Lending Office if
making such change would avoid the need for, or reduce the amount of, any
amount payable under this Section 3.01 that may thereafter accrue and would
not, in the reasonable judgment of the Liquidity Provider, be otherwise
disadvantageous to the Liquidity Provider.


 


Section 3.02.          Capital Adequacy.
If the Liquidity Provider shall determine that the adoption of any applicable
law, rule or regulation regarding capital adequacy, or any change therein, or
any change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Liquidity Provider (or its head
office) with any request or directive regarding capital adequacy (whether or
not having the force of law) of any such authority, central bank or comparable
agency, in each case after the date hereof, has the effect of reducing the rate
of return on the Liquidity Provider’s capital as a consequence of issuing or
maintaining its commitment hereunder or its funding or maintaining Advances to
a level below that which the Liquidity Provider could have achieved but for
such adoption, change or compliance (taking into consideration the Liquidity
Provider’s policies with respect to capital adequacy) by an amount deemed by
the Liquidity Provider to be material, then, upon demand by the Liquidity
Provider, the Borrower shall pay to the Liquidity Provider, from time to time
as specified by the Liquidity Provider, additional amounts which shall be
sufficient to compensate the Liquidity Provider for such reduction in respect
of issuing or maintaining its commitment hereunder or its funding or
maintaining Advances. A certificate as to any such additional amount describing
the event which has the effect of reducing the rate of return on the Liquidity
Provider’s capital, prepared in reasonable detail and submitted by the
Liquidity Provider to the Borrower, shall be conclusive evidence of the amount
owed under this Section, absent manifest error.


 


The Liquidity Provider agrees to use
reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to change the jurisdiction of its Lending Office if
making such change would avoid the need for, or reduce the amount of, any
amount payable under this Section 3.02 that may thereafter accrue and would
not, in the reasonable judgment of the Liquidity Provider, be otherwise
disadvantageous to the Liquidity Provider.


 


Section 3.03.          Payments Free of
Deductions. (a)  All payments made by the Borrower under this
Agreement shall be made free and clear of, and without reduction for or on
account of, any present or future Taxes, excluding Excluded Taxes (such
non-excluded taxes being referred to herein, collectively, as “Non-Excluded
Taxes” and, individually, as a “Non-Excluded Tax”). If any Non-Excluded
Taxes are required to be withheld from any amounts payable to the Liquidity
Provider under this Agreement, the amounts so payable to the Liquidity Provider
shall be increased to the extent necessary to yield to the Liquidity Provider
(after 


 


14

















 


payment of all
Non-Excluded Taxes and taxes imposed on the receipt of such increase) interest
or any other such amounts payable under this Agreement at the rates or in the
amounts specified in this Agreement. The Liquidity Provider agrees to use
reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to change the jurisdiction of its Lending Office if
making such change would avoid the need for, or reduce the amount of, any such
additional amounts that may thereafter accrue and would not, in the reasonable
judgment of the Liquidity Provider, be otherwise disadvantageous to the
Liquidity Provider. On or prior to the Closing Date, the Liquidity Provider
agrees to provide to the Borrower (i) two copies of a properly completed United
States Internal Revenue Service Form W-8BEN, Form W-8ECI or Form W-9, as
appropriate with respect to the Liquidity Provider, or other applicable form,
certificate or document prescribed by the Internal Revenue Service certifying,
in each case, the Liquidity Provider’s entitlement to a complete exemption from
United States federal withholding tax in respect to any and all payments to be
made hereunder, and (ii) agree to provide the Borrower a new Form W-8BEN, Form
W-8ECI or Form W-9, as appropriate, (A) on or before the date that any such
form expires or becomes obsolete or (B) after the occurrence of any event
requiring a change in the most recent form previously delivered by it and prior
to the immediately following due date of any payment by the Borrower hereunder,
certifying in the case of a Form W-8BEN, Form W-8ECI or Form W-9 that the Liquidity
Provider is exempt from or entitled to a reduced rate of United States federal
withholding tax on payments pursuant to this Agreement. Within 30 days after
the date of each payment hereunder, the Borrower shall furnish to the Liquidity
Provider the original or a certified copy of (or other documentary evidence of)
the payment of the Taxes applicable to such payment.


 


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


 


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


 


Section 3.04.          Payments. The
Borrower shall make or cause to be made each payment to the Liquidity Provider
under this Agreement so as to cause the same to be received by the Liquidity
Provider not later than 1:00 P.M. (New York City time) on the day when due. 


 


15

















 


The Borrower shall make
all such payments in lawful money of the United States of America, to the
Liquidity Provider in immediately available funds, by wire transfer to Calyon
New York Branch, ABA 02600873, Account No. 0188179370100, Reference: Northwest
Airlines EETC 2007-1A and 2007-1B Liquidity Facilities, Attention: Client
Banking Services.


 


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


 


Section 3.06.          Payment on
Non-Business Days. Whenever any payment to be made hereunder to the
Liquidity Provider shall be stated to be due on a day other than a Business
Day, such payment shall be made on the next succeeding Business Day (and if so
made, shall be deemed to have been made when due). If any payment in respect of
interest on an Advance is so deferred to the next succeeding Business Day, such
deferral shall not delay the commencement of the next Interest Period for such
Advance (if such Advance is a LIBOR Advance) or reduce the number of days for
which interest will be payable on such Advance on the next interest payment
date for such Advance.


 


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


 


(b)           Except as provided in
clause (e) below, each Advance (other than any Unapplied Provider Advance or
Unapplied Special Termination Advance) will be either a Base Rate Advance or a
LIBOR Advance as provided in this Section. Each such Advance will be a Base
Rate Advance for the period from the date of its borrowing to (but excluding)
the third 


 


16

















 


Business Day following the Liquidity Provider’s receipt of the Notice
of Borrowing for such Advance. Thereafter, such Advance shall be a LIBOR
Advance.


 


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


 


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


 


(e)           Each Unapplied Provider
Advance and Unapplied Special Termination Advance shall bear interest in an
amount equal to the Investment Earnings on amounts on deposit in the
Class A Cash Collateral Account plus the Applicable Margin for such
Unapplied Provider Advance or Unapplied Special Termination Advance, as
applicable, on the amount of such Unapplied Provider Advance or Unapplied
Special Termination Advance from time to time, payable in arrears on each
Distribution Date.


 


(f)            Each amount not paid
when due hereunder (whether fees, commissions, expenses or other amounts or, to
the extent permitted by applicable law, installments of interest on Advances
but excluding Advances) shall bear interest at a rate per annum equal to the
Base Rate plus 2.0% until paid.


 


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


 


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


 


Section 3.09.          Funding Loss
Indemnification. The Borrower shall pay to the Liquidity Provider, upon the
request of the Liquidity Provider, such amount or amounts as shall be
sufficient (in the reasonable opinion of the Liquidity Provider) to compensate
it for any loss, cost, or expense incurred as a result of:


 


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


 


17

















 


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


 


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


 


ARTICLE IV



CONDITIONS PRECEDENT


 


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


 


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


 


(i)            This
Agreement and the Fee Letter duly executed on behalf of the Borrower and
acknowledged by Northwest;


 


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


 


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


 


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


 


(v)           An
executed copy of each document, instrument, certificate and opinion delivered
on or before the Closing Date pursuant to the Class A Trust Agreement, the Note
Purchase Agreement, the Intercreditor Agreement and the other Operative
Agreements (in the case of each such opinion, other than the opinion of counsel
for the Underwriters, either addressed to the Liquidity Provider or accompanied
by a letter from the counsel rendering such opinion to the effect 


 


18

















 


that the
Liquidity Provider is entitled to rely on such opinion as of its date as if it
were addressed to the Liquidity Provider);


 


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


 


(vii)         A
letter from Northwest Airlines Corporation, pursuant to which (i) Northwest
Airlines Corporation agrees to provide copies of quarterly financial statements
and audited annual financial statements to the Liquidity Provider (provided
that so long as Northwest is subject to the reporting requirements of the
Securities Exchange Act of 1934, such information will be considered provided
if it is made available on the EDGAR database of the Securities and Exchange
Commission) and such other information as the Liquidity Provider shall
reasonably request with respect to the transactions contemplated by the
Operative Agreements, in each case, only to the extent that Northwest Airlines
Corporation is obligated to provide such information pursuant to the Indentures
to the parties thereto, and (ii) Northwest Airlines Corporation agrees to allow
the Liquidity Provider to inspect its books and records regarding such
transactions, and to discuss such transactions with officers and employees of
Northwest Airlines Corporation; and


 


(viii)        Such
other documents, instruments, opinions and approvals pertaining to the
transactions contemplated hereby or by the other Operative Agreements as the
Liquidity Provider shall have reasonably requested.


 


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


 


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


 


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


 


19

















 


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


 


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


 


ARTICLE V



COVENANTS


 


Section 5.01.          Affirmative Covenants
of the Borrower. So long as any Advance shall remain unpaid or the
Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower
shall have any obligation to pay any amount to the Liquidity Provider
hereunder, the Borrower will, unless the Liquidity Provider shall otherwise
consent in writing:


 


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


 


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


 


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


 


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


 


20

















 


ARTICLE VI



LIQUIDITY EVENTS OF DEFAULT


 


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


 


(b)           If the aggregate Pool
Balance of the Class A Certificates is greater than the aggregate outstanding
principal amount of the Series A Equipment Notes (other than any Series A
Equipment Notes previously sold or with respect to which the Aircraft related
to such Series A Equipment Notes has been disposed of) at any time during the
18-month period prior to November 1, 2019 the Liquidity Provider may, in its
discretion, deliver to the Borrower a Special Termination Notice, the effect of
which shall be to cause (i) the obligation of the Liquidity Provider to make
Advances hereunder to expire on the fifth Business Day after the date on which
such Special Termination Notice is received by the Borrower, (ii) the Borrower to
promptly request, and the Liquidity Provider to promptly make, a Special
Termination Advance in accordance with Section 2.02(g) hereof and Section
3.5(k) of the Intercreditor Agreement, and (iii) subject to Sections 2.07 and
2.09 hereof , all Advances (including, without limitation, any Provider Advance
and Applied Provider Advance), any accrued interest thereon and any other
amounts outstanding hereunder to become immediately due and payable to the
Liquidity Provider.


 


ARTICLE VII



MISCELLANEOUS


 


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


 


Section 7.02.          Notices, Etc. Except
as otherwise expressly provided herein, all notices and other communications
provided for hereunder shall be in writing (including telecopier and mailed or
delivered or sent by telecopier):


 


21

















 


	
  Borrower:

  	
  U.S. BANK
  NATIONAL ASSOCIATION

  1 Federal Street, 3rd Floor

  Boston, MA  02110

  Attention: Corporate Trust Administration

  Ref.:
  Northwest 2007-1 EETC

  Telephone:
  (617) 603-6566

  Facsimile:
  (617) 603-6665



  
	
  Liquidity Provider:

  	
  Calyon acting through its New
  York branch

  Address:

  Calyon Building

  1301 Avenue of the Americas

  New York, NY 10019

  Attention: Jaikissoon
  Sanichar, Client Banking Services

  Telephone: 212-261-7644

  Fax: 917-849-5580

   

  
	
   

  	
  With a copy of any Notice of
  Borrowing to:

   

  Calyon acting through its New
  York branch

  Address:

  Calyon Building

  1301 Avenue of the Americas

  New York, NY 10019

  Attention: Angel Naranjo,
  Transportation Group

  Telephone: 212-261-7876

  Fax:
  212-261-7368

  



 


or, as to each
of the foregoing, at such other address as shall be designated by such Person
in a written notice to the others. All such notices and communications shall be
effective (i) if given by telecopier, when transmitted to the telecopier number
specified above, (ii) if given by mail, when deposited in the mails addressed
as specified above, and (iii) if given by other means, when delivered at the
address specified above, except that written notices to the Liquidity Provider
pursuant to the provisions of Articles II and III hereof shall not be effective
until received by the Liquidity Provider. A copy of all notices delivered
hereunder to either party shall in addition be delivered to each of the parties
to the Participation Agreements at their respective addresses set forth
therein.


 


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


 


Section 7.04.          Further Assurances.
The Borrower agrees to do such further acts and things and to execute and
deliver to the Liquidity Provider such additional assignments, agreements,
powers and instruments as the Liquidity Provider may reasonably require or deem



 


22

















 


advisable to carry into
effect the purposes of this Agreement and the other Operative Agreements or to
better assure and confirm unto the Liquidity Provider its rights, powers and
remedies hereunder and under the other Operative Agreements.


 


Section 7.05.          Indemnification;
Survival of Certain Provisions. The Liquidity Provider shall be indemnified
hereunder to the extent and in the manner described in Section 7(c) of the
Participation Agreements. In addition, the Borrower agrees to indemnify,
protect, defend and hold harmless the Liquidity Provider from, against and in
respect of, and shall pay on demand, all Expenses of any kind or nature
whatsoever (other than any Expenses of the nature described in Sections 3.01,
3.02 or 7.07 hereof or in the Fee Letter applicable to this Agreement
(regardless of whether indemnified against pursuant to said Sections or in such
Fee Letter)), that may be imposed, incurred by or asserted against any
Liquidity Indemnitee, in any way relating to, resulting from, or arising out of
or in connection with any action, suit or proceeding by any third party against
such Liquidity Indemnitee and relating to this Agreement, the Fee Letter
applicable to this Agreement, the Intercreditor Agreement or any Financing
Agreement; provided, however, that the Borrower shall not be
required to indemnify, protect, defend and hold harmless any Liquidity
Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent
such Expense is (i) attributable to the gross negligence or willful misconduct
of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) ordinary
and usual operating overhead expense, or (iii) attributable to the failure by
such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or
observe any agreement, covenant or condition on its part to be performed or
observed in this Agreement, the Fee Letter applicable to this Agreement, the
Intercreditor Agreement or any other Operative Agreement to which it is a party.
The indemnities contained in Section 7(c) of the Participation Agreements, and
the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall
survive the termination of this Agreement.


 


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


 


(b)           Neither the Liquidity
Provider nor any of its officers, employees, directors or affiliates shall be
liable or responsible in any respect for (i) any error, omission, interruption
or 


 


23

















 


delay in transmission, dispatch or delivery of any message or advice,
however transmitted, in connection with this Agreement or any Notice of
Borrowing delivered hereunder, or (ii) any action, inaction or omission which
may be taken by it in good faith, absent willful misconduct or negligence (in
which event the extent of the Liquidity Provider’s potential liability to the
Borrower shall be limited as set forth in the immediately preceding paragraph),
in connection with this Agreement or any Notice of Borrowing.


 


Section 7.07.          Costs, Expenses and
Taxes. The Borrower agrees to pay, or cause to be paid (A) on the Effective
Date and on such later date or dates on which the Liquidity Provider shall make
demand, all reasonable out-of-pocket costs and expenses (including, without
limitation, the reasonable fees and expenses of outside counsel for the
Liquidity Provider) of the Liquidity Provider in connection with the
preparation, negotiation, execution, delivery, filing and recording of this
Agreement, any other Operative Agreement and any other documents which may be
delivered in connection with this Agreement and (B) on demand, all reasonable
costs and expenses (including reasonable counsel fees and expenses) of the
Liquidity Provider in connection with (i) the enforcement of this Agreement or
any other Operative Agreement, (ii) the modification or amendment of, or
supplement to, this Agreement or any other Operative Agreement or such other
documents which may be delivered in connection herewith or therewith (whether
or not the same shall become effective) or any waiver or consent thereunder
(whether or not the same shall become effective) or (iii) any action or
proceeding relating to any order, injunction, or other process or decree
restraining or seeking to restrain the Liquidity Provider from paying any
amount under this Agreement, the Intercreditor Agreement or any other Operative
Agreement or otherwise affecting the application of funds in the Class A Cash
Collateral Account. In addition, the Borrower shall pay any and all recording,
stamp and other similar taxes and fees payable or determined to be payable in
connection with the execution, delivery, filing and recording of this
Agreement, any other Operative Agreement and such other documents, and agrees
to save the Liquidity Provider harmless from and against any and all
liabilities with respect to or resulting from any delay in paying or omission
to pay such taxes or fees.


 


Section 7.08.          Binding Effect;
Participations. (a)  This Agreement shall be binding upon and
inure to the benefit of the Borrower and the Liquidity Provider and their
respective successors and assigns, except that neither the Liquidity Provider
(except as otherwise provided in this Section 7.08) nor (except as contemplated
by Section 3.08) the Borrower shall have the right to assign its rights or
obligations hereunder or any interest herein without the prior written consent
of the other party, subject to the requirements of Section 7.08(b). The
Liquidity Provider may grant participations herein or in any of its rights
hereunder (including, without limitation, funded participations and
participations in rights to receive interest payments hereunder) and under the
other Operative Agreements to 


 


24

















 


such Persons as the
Liquidity Provider may in its sole discretion select (but excluding Northwest
and any of its Affiliates), subject to the requirements of Section 7.08(b). No
such granting of participations by the Liquidity Provider, however, will
relieve the Liquidity Provider of its obligations hereunder. In connection with
any participation or any proposed participation, the Liquidity Provider may
disclose to the participant or the proposed participant any information that
the Borrower is required to deliver or to disclose to the Liquidity Provider
pursuant to this Agreement. The Borrower acknowledges and agrees that the Liquidity
Provider’s source of funds may derive in part from its participants.
Accordingly, references in this Agreement and the other Operative Agreements to
determinations, reserve and capital adequacy requirements, increased costs,
reduced receipts, additional amounts due pursuant to Section 3.03 and the like
as they pertain to the Liquidity Provider shall be deemed also to include those
of each of its participants (subject, in each case, to the maximum amount that
would have been incurred by or attributable to the Liquidity Provider directly
if the Liquidity Provider, rather than the participant, had held the interest
participated).


 


(b)           If, pursuant to
subsection (a) above, the Liquidity Provider sells any participation in this
Agreement to any bank or other entity (each, a “Transferee”) the
Transferee shall not be entitled to receive any greater payment under Section
3.03 than the Liquidity Provider would have been entitled to receive with
respect to the participation sold to such Transferee. A Transferee shall not be
entitled to the benefits of Section 3.03 unless the Borrower is notified of the
participation sold to such Transferee and such Transferee agrees, for the
benefit of the Borrower, to comply with certification requirements of Section
3.03 as though it were the Liquidity Provider. Unless the Borrower has received
forms or other documents reasonably satisfactory to it (and required by
applicable law) indicating that payments hereunder are not subject to United
States federal withholding tax, the Borrower will withhold taxes as required by
law from such payments at the applicable statutory rate.


 


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


 


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


 


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


 


Section 7.11.          Submission to
Jurisdiction; Waiver of Jury Trial; Waiver of Immunity. (a)  Each
of the parties hereto hereby irrevocably and unconditionally:


 


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


 


25

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


26

















 


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


 


Section 7.15.          LIQUIDITY PROVIDER’S
OBLIGATION TO MAKE ADVANCES. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, THE OBLIGATIONS OF THE LIQUIDITY PROVIDER TO MAKE ADVANCES
HEREUNDER, AND THE BORROWER’S RIGHTS TO DELIVER NOTICES OF BORROWING REQUESTING
THE MAKING OF ADVANCES HEREUNDER, SHALL BE UNCONDITIONAL AND IRREVOCABLE, AND
SHALL BE PAID OR PERFORMED, IN EACH CASE STRICTLY IN ACCORDANCE WITH THE TERMS
OF THIS AGREEMENT.


 


Section 7.16.          Patriot Act. The Liquidity Provider
hereby notifies the Borrower that pursuant to the requirements of the USA
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), the Liquidity Provider is required to obtain, verify
and record, and the Borrower shall provide to the Liquidity Provider upon
request, information that identifies the Borrower, which information includes
the name and address of the Borrower and other information that will allow the
Liquidity Provider to identify the Borrower in accordance with the Act.


 


Section 7.17.          Head Office Obligations. The Liquidity
Provider hereby acknowledges that, notwithstanding the place of booking or its
jurisdiction of incorporation or organization, its obligations under this
Agreement are the same in terms of recourse against it as if it had entered
into this Agreement through its head office in Paris, France (the “Head
Office”). Accordingly, any beneficiary of this Agreement will be able to
proceed directly against the Head Office of the Liquidity Provider, if the
Liquidity Provider, acting through its New York branch, defaults in its
obligation to such beneficiary under this Agreement.


 


[Signature Page Follows]


 


27

















 


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


 


	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  not in its individual capacity but solely
  as

  
	
   

  	
  Subordination Agent, as agent and trustee
  for the Class A Trustee, as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John G. Correia

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John G. Correia

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CALYON,
  acting through its New York branch,

  
	
   

  	
  as Liquidity Provider

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Yevgeniya Levitin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Yevgeniya Levitin

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Angel Naranjo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Angel Naranjo

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 


Signature Page to the Revolving Credit Agreement 2007-1A


 


28

















 


Annex I to

Revolving Credit Agreement


 


INTEREST
ADVANCE NOTICE OF BORROWING


 


The undersigned, a duly authorized signatory
of the undersigned borrower (the “Borrower”), hereby certifies to
CALYON, acting through its New York branch (the “Liquidity Provider”),
with reference to the Revolving Credit Agreement (2007-1A) dated as of October
10, 2007, between the Borrower and the Liquidity Provider (the “Liquidity
Agreement”; the terms defined therein and not otherwise defined herein
being used herein as therein defined or referenced), that:


 


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


 


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


 


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


 


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


 


I-1

















 


The Borrower hereby acknowledges that,
pursuant to the Liquidity Agreement, the making of the Interest Advance as
requested by this Notice of Borrowing shall automatically reduce, subject to
reinstatement in accordance with the terms of the Liquidity Agreement, the
Maximum Available Commitment by an amount equal to the amount of the Interest
Advance requested to be made hereby as set forth in clause (i) of paragraph (3)
of this Notice of Borrowing and such reduction shall automatically result in
corresponding reductions in the amounts available to be borrowed pursuant to a
subsequent Advance.


 


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


 


	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  not in its individual capacity but solely
  as

  
	
   

  	
  Subordination Agent, as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


I-2

















 


SCHEDULE I TO
INTEREST ADVANCE NOTICE OF BORROWING


 


[Insert Copy
of Computations in accordance with Interest Advance Notice of Borrowing]


 


I-3

















 


Annex II to

Revolving Credit Agreement


 


NON-EXTENSION
ADVANCE NOTICE OF BORROWING


 


The undersigned, a duly authorized signatory
of the undersigned subordination agent (the “Borrower”), hereby
certifies to CALYON, acting through its New York branch (the “Liquidity
Provider”), with reference to the Revolving Credit Agreement (2007-1A)
dated as of October 10, 2007, between the Borrower and the Liquidity Provider
(the “Liquidity Agreement”; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:


 


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


 


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


 


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


 


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


 


The Borrower
hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making
of the Non-Extension Advance as requested by this Notice of Borrowing shall
automatically and irrevocably terminate the obligation of the Liquidity
Provider to 


 


II-1

















 


make further
Advances under the Liquidity Agreement; and (B) following the making by
the Liquidity Provider of the Non-Extension Advance requested by this Notice of
Borrowing, the Borrower shall not be entitled to request any further Advances
under the Liquidity Agreement.


 


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


 


 


	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  not in its individual capacity but solely
  as

  
	
   

  	
  Subordination Agent, as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


II-2

















 


SCHEDULE I TO
NON-EXTENSION ADVANCE NOTICE OF BORROWING


 


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


 


II-3

















 


Annex III to

Revolving Credit Agreement


 


DOWNGRADE
ADVANCE NOTICE OF BORROWING


 


The undersigned, a duly authorized signatory
of the undersigned subordination agent (the “Borrower”), hereby
certifies to CALYON, acting through its New York branch (the “Liquidity
Provider”), with reference to the Revolving Credit Agreement (2007-1A)
dated as of October 10, 2007, between the Borrower and the Liquidity Provider
(the “Liquidity Agreement”; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:


 


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


 


(2)           The
Borrower is delivering this Notice of Borrowing for the making of the Downgrade
Advance by the Liquidity Provider to be used for the funding of the Class A
Cash Collateral Account in accordance with Section 3.5(c) of the Intercreditor
Agreement by reason of the downgrading of the short-term unsecured debt rating
of the Liquidity Provider issued by either Rating Agency below the Threshold
Rating, which Advance is requested to be made on                ,
     . The Downgrade Advance should be transferred to
[name of bank/wire instructions/ABA number] in favor of account number [    ],
reference [    ].


 


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


 


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


 


The Borrower hereby acknowledges that,
pursuant to the Liquidity Agreement, (A) the making of the Downgrade Advance as
requested by this Notice of Borrowing shall 


 


III-1

















 


automatically and irrevocably terminate the
obligation of the Liquidity Provider to make further Advances under the
Liquidity Agreement; and (B) following the making by the Liquidity Provider of
the Downgrade Advance requested by this Notice of Borrowing, the Borrower shall
not be entitled to request any further Advances under the Liquidity Agreement.


 


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


 


 


	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  not in its individual capacity but solely
  as

  
	
   

  	
  Subordination Agent, as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


III-2

















 


SCHEDULE I TO
DOWNGRADE ADVANCE NOTICE OF BORROWING


 


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


 


III-3

















 


Annex IV to

Revolving Credit Agreement


 


FINAL ADVANCE
NOTICE OF BORROWING


 


The undersigned, a duly authorized signatory
of the undersigned borrower (the “Borrower”), hereby certifies to
CALYON, acting through its New York branch (the “Liquidity Provider”),
with reference to the Revolving Credit Agreement (2007-1A) dated as of October
10, 2007, between the Borrower and the Liquidity Provider (the “Liquidity
Agreement”; the terms defined therein and not otherwise defined herein
being used herein as therein defined or referenced), that:


 


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


 


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


 


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


 


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


 


IV-1

















 


(5)           The
Borrower hereby requests that the Advance requested hereby be a Base Rate
Advance [and that such Base Rate Advance be converted into a LIBOR Advance on
the third Business Day following your receipt of this notice](1).


 


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


 


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


 


 


	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  not in its individual capacity but solely
  as

  
	
   

  	
  Subordination Agent, as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 






(1)           Bracketed language may be included at Borrower’s option.


 


IV-2

















 


SCHEDULE I TO
FINAL ADVANCE NOTICE OF BORROWING


 


[Insert Copy
of Computations in accordance with Final Advance Notice of Borrowing]


 


IV-3

















 


Annex V to

Revolving Credit Agreement


 


NOTICE OF
TERMINATION


 


[Date]


 


U.S. Bank
National Association,
   as Subordination Agent, as Borrower

1 Federal Street, 3rd Floor

Boston, MA  02110


 


Attention:  Corporate Trust Administration


 


Revolving
Credit Agreement (2007-1A) dated as of October 10, 2007, between State Street
Bank and Trust Company, as Subordination Agent, as Borrower, and CALYON, acting
through its New York branch (the “Liquidity Agreement”)


 


Ladies and
Gentlemen:


 


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


 


V-1

















 


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


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  CALYON,
  acting through its New York branch,

  
	
   

  	
  as Liquidity
  Provider

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  cc:

  	
   

  	
  U.S. Bank
  Trust

  
	
   

  	
   

  	
  National
  Association,

  
	
   

  	
   

  	
   as
  Class A Trustee

  



 


V-2

















 


Annex VI to

Revolving Credit Agreement


 


NOTICE OF
REPLACEMENT SUBORDINATION AGENT


 


[Date]


 


Attention:


 


Revolving
Credit Agreement (2007-1A) dated as of October 10, 2007, between U.S. Bank
National Association, as Subordination Agent, as Borrower, and CALYON, acting
through its New York branch (the “Liquidity Agreement”)


 


Ladies and
Gentlemen:


 


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


 






 


[Name of
Transferee]


 






 


[Address of
Transferee]


 


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


 


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


 


VI-1

















 


We ask that this transfer be effective as of                            ,
     .


 


	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  not in its individual capacity but solely
  as

  
	
   

  	
  Subordination Agent, as Agent and Trustee
  for

  Northwest Air Lines Pass Through Trust 2007-1A,

  as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


VI-2

















 


Annex VII to

Revolving Credit Agreement


 


SPECIAL
TERMINATION ADVANCE NOTICE OF BORROWING


 


The undersigned, a duly authorized signatory
of the undersigned borrower (the “Borrower”),
hereby certifies to CALYON, acting through its New York branch (the “Liquidity Provider”), with
reference to the Revolving Credit Agreement, dated as of October 10, 2007,
between the Borrower and the Liquidity Provider (the “Liquidity Agreement”); the terms
defined therein and not otherwise defined herein being used herein as therein
defined or referenced), that:


 


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


 


(2)           The Borrower is
delivering this Notice of Borrowing for the making of the Special Termination
Advance by the Liquidity Provider to be used for the funding of the Class A
Cash Collateral Account in accordance with Section 3.5(k) of the
Intercreditor Agreement by reason of the receipt by the Borrower of a Special
Termination Notice from the Liquidity Provider with respect to the Liquidity
Agreement, which Advance is requested to be made on                .


 


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


 


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


 


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


 


VII-1

















 


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


 


 


	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  not in its individual capacity but solely
  as

  Subordination Agent, as Agent and Trustee for 

  Northwest Airlines Pass Through Trust 2007-1A, as

  Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


VII-2

















 


SCHEDULE I
TO SPECIAL TERMINATION ADVANCE NOTICE OF BORROWING


 


[Insert Copy
of Computations in accordance with 

Special Termination Advance Notice of Borrowing]


 


VII-3

















 


Annex VIII to

Revolving Credit Agreement


 


NOTICE OF
SPECIAL TERMINATION


 


[Date]


 


U.S. Bank
National Association

1 Federal Street, 3rd Floor

Boston, MA  02210


 


Attention:  Corporate Trust Administration


 


Re:                               Revolving
Credit Agreement, dated as of October 10, 2007 between U.S. Bank National
Association, as Subordination Agent, as agent and trustee for the Northwest
Airlines 2007-1A Pass Through Trust, as Borrower, and CALYON, acting through
its New York branch (the “Liquidity
Agreement”)


 


Ladies and
Gentlemen:


 


You are hereby notified that pursuant to
Section 6.01(b) of the Liquidity Agreement, by reason of the aggregate
Pool Balance of the Class A Certificates exceeding the aggregate outstanding
principal amount of the Series A Equipment Notes (other than any Series A
Equipment Notes previously sold or with respect to which the Aircraft related
to such Series A Equipment Notes has been disposed of) during the 18-month
period prior to [                        ,
          ], we are giving
this notice to you in order to cause (i) our obligations to make Advances
(as defined therein) under such Liquidity Agreement to terminate on the fifth
Business Day after the date on which you receive this notice and (ii) you
to request a Special Termination Advance under the Liquidity Agreement pursuant
to Section 3.5(k) of the Intercreditor Agreement (as defined in the
Liquidity Agreement) as a consequence of your receipt of this notice.


 


VIII-1

















 


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


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  CALYON,
  acting through its New York branch,

  
	
   

  	
   

  	
  as Liquidity
  Provider

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  cc:      U.S.
  Bank Trust National Association, as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  not in its
  individual capacity but solely as

  
	
   

  	
   

  	
  Subordination
  Agent, as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


VIII-2