Common use of Withdrawal of Deposits Clause in Contracts

Withdrawal of Deposits. (a) If the Trustee is notified that any Deposits remain outstanding on the Business Day next succeeding the Cut-Off Date, (i) the Trustee shall give the Escrow Agent notice that the Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated and instruct the Escrow Agent to provide a notice of Final Withdrawal to the Depositary substantially in the form of Exhibit B to the Deposit Agreement (the "Final Withdrawal Notice") and (ii) the Trustee will make a demand upon the Company under the Note Purchase Agreement for an amount equal to the Special Redemption Premium, if applicable, such payment to be made on the Final Withdrawal Date. (b) If (i) as a result of a downgrading of the Company's corporate credit ratings, General Electric Capital Corporation has elected to exercise its contractual rights not to act as an Owner Participant with respect to a GE Aircraft (as defined in the Note Purchase Agreement), (ii) pursuant to the separate aircraft financing agreement between the Company and General Electric Capital Corporation, the Company will not own or lease such GE Aircraft and (iii) the Company will not identify and substitute a Substitute Aircraft for such GE Aircraft, the Company may deliver to the Trustee written notice requesting that the Trustee deliver to the Escrow Agent a Prepayment Withdrawal Certificate (as defined in the Escrow Agreement) pursuant to the Escrow Agreement directing the Escrow Agent to provide a Notice of Prepayment Withdrawal (as defined in the Deposit Agreement) to the Depositary requesting the withdrawal of all or a portion of the Deposit relating to the Equipment Notes in respect of such GE Aircraft in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement. In connection with the Trustee's delivery of a Prepayment Withdrawal Certificate, the Trustee shall make a demand upon the Company under the Note Purchase Agreement for an amount equal to the Special Redemption Premium, if applicable, to be payable on the Prepayment Withdrawal Date (as defined in the Escrow Agreement).