Common use of Instruction; Etc Clause in Contracts

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE", which shall mean the earlier of (i) December 31, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"), PROVIDED that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days), and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days).

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE", which shall mean the earlier of (i) December 31September 30, 1999 2001 (provided that, if a labor strike occurs or continues at The Boeing Company after the Issuance Date and prior to such date September 30, 2001 (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect after the Issuance Date (the "ADDITIONAL DAYS") and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 25th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"), PROVIDED that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7October 8, 2000 2001 (PROVIDED that if a Labor Strike occursoccurs or continues, such date shall be extended by the Additional Days), and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January October 31, 2000 2001 (PROVIDED that if a Labor Strike occursoccurs or continues, such date shall be extended by the Additional Days).

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE", which shall mean the earlier of (i) December 31September 30, 1999 2000 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 25th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"), PROVIDED that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7October 9, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days), and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January October 31, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days).

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, : (a) to enter into the Deposit Agreement and, if requested by the Company pursuant to Section 5(a)(vi) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company; (b) to appoint the Paying Agent as provided in this Agreement, ; (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal; (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement (a "Notice of Replacement Withdrawal") duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than 15 days after such notice is given (the "Replacement Withdrawal Date"), of all Deposits then held by the Depositary together with, if the Replacement Withdrawal Date occurs on a Regular Distribution Date, all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (dY) direct the Depositary to transfer such Deposits on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement; (e) upon receipt at any time and from time to time of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Series D Non-Issuance Withdrawal in substantially the form of Exhibit D to the Deposit Agreement duly completed by the Pass Through Trustee (the "Applicable Notice of Series D Non-Issuance Withdrawal" and the withdrawal to which it relates, a "Series D Non-Issuance Withdrawal"), immediately to execute the Applicable Notice of Series D Non-Issuance Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel with Applicable Notice of Series D Non-Issuance Withdrawal; and (f) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December March 31, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2004 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 25th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 ten (10) days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7March 31, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2004, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31April 15, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2004.

Instruction; Etc. The UnderwritersInitial Purchasers, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" Applicable Notice of Purchase Withdrawal") and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December 31October 1, 1999 (provided that, if a labor strike occurs at The Boeing Company Bombardier, Inc. prior to such date (a "LABOR STRIKELabor Strike"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYSAdditional Days") and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January October 7, 2000 1999 (PROVIDED provided that if a Labor Strike occurs, such date shall be extended by the Additional Days), ) and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January October 31, 2000 1999 (PROVIDED provided that if a Labor Strike occurs, such date shall be extended by the Additional Days).

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, : (a) to enter into the Deposit Agreement and, if requested by the Company pursuant to Section 5(a)(vi) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company; (b) to appoint the Paying Agent as provided in this Agreement, ; (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal; (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement (a "Notice of Replacement Withdrawal") duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than 15 days after such notice is given (the "Replacement Withdrawal Date"), of all Deposits then held by the Depositary together with, if the Replacement Withdrawal Date occurs on a Regular Distribution Date, all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (dY) direct the Depositary to transfer such Deposits on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement; (e) upon receipt at any time and from time to time of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Series D Non-Issuance Withdrawal in substantially the form of Exhibit D to the Deposit Agreement duly completed by the Pass Through Trustee (the "Applicable Notice of Series D Non-Issuance Withdrawal" and the withdrawal to which it relates, a "Series D Non-Issuance Withdrawal"), immediately to execute the Applicable Notice of Series D Non-Issuance Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel with Applicable Notice of Series D Non-Issuance Withdrawal; and (f) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December March 31, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2003 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 15th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 ten (10) days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7March 31, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2003, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31April 15, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2003.

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Delivery Period Termination Date (as defined belowin the Note Purchase Agreement) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, (d) upon receipt at any time and from time to time prior to the Delivery Period Termination Date of a certificate substantially in the form of Exhibit C hereto (a "Prepayment Withdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Prepayment Withdrawal in substantially the form of Exhibit B to the Deposit Agreement duly completed by the Pass Through Trustee (the "Applicable Notice of Prepayment Withdrawal" and the withdrawal to which it relates, a "Prepayment Withdrawal"), immediately to execute the Applicable Notice of Prepayment Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Prepayment Withdrawal, and (de) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE", which shall mean the earlier of (i) December 31, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") Delivery Period Termination Date and (ii) the day date on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B C to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 15th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7May 31, 2000 (PROVIDED provided, that if a Labor Strike occurslabor strike or work stoppage occurs at The Boeing Company prior to such date, such date shall be extended by adding thereto the Additional Daysnumber of days that each such labor strike or work stoppage continues in effect), and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January June 15, 2000 (or, if the May 31, 2000 (PROVIDED that if a Labor Strike occursdate has been extended as provided in this sentence, such date shall be extended by the Additional Daysfifteenth day after the Delivery Period Termination Date).

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, : (a) to enter into the Deposit Agreement, ; (b) to appoint the Paying Agent as provided in this Agreement, ; (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, ; and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December July 31, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2000 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 15th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 ten (10) days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7July 31, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2000, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31August 15, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2000.

Instruction; Etc. The UnderwritersPlacement Agents, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Delivery Period Termination Date (as defined belowin the Note Purchase Agreement) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, (d) upon receipt at any time and from time to time prior to the Delivery Period Termination Date (as defined in the Note Purchase Agreement) of a certificate substantially in the form of Exhibit C hereto (a "Prepayment Withdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Prepayment Withdrawal in substantially the form of Exhibit B to the Deposit Agreement duly completed by the Pass Through Trustee (the "Applicable Notice of Prepayment Withdrawal" and the withdrawal to which it relates, a "Prepayment Withdrawal"), immediately to execute the Applicable Notice of Prepayment Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Prepayment Withdrawal, and (de) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE", which shall mean the earlier of (i) December 31, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") Delivery Period Termination Date and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B C to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7June 29, 2000 1999 (PROVIDED provided, that if a Labor Strike occurslabor strike or work stoppage occurs at The Boeing Company prior to such date, such date shall be extended by adding thereto the Additional Daysnumber of days that each such labor strike or work stoppage continues in effect), and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)Delivery Period Termination Date.

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement and, if requested by the Company pursuant to Section 4(a)(v) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE"“Withdrawal Certificate”) executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" “Applicable Notice of Purchase Withdrawal” and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"“Purchase Withdrawal”), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than 15 days after such notice is given (the “Replacement Withdrawal Date”), of all Deposits then held by the Depositary together with, if the Replacement Withdrawal Date occurs on a Regular Distribution Date, all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (dY) direct the Depositary to transfer such Deposits on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement, and (e) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE"“Termination Date”, which shall mean the earlier of (i) December 31, 1999 the Delivery Period Termination Date (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto as defined in the number of days that such strike continued in effect (the "ADDITIONAL DAYS"Note Purchase Agreement) and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's ’s obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 25th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"“Final Withdrawal”), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"“Final Withdrawal Date”). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice notice to the Depositary on or before January 7June 5, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2006, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31June 30, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2006.

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE", which shall mean the earlier of (i) December 31August 2, 1999 2000 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 25th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"), PROVIDED that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7August 9, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days), and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January August 31, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days).

Instruction; Etc. The UnderwritersInitial Purchasers, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such 7 4 Applicable Notice of Purchase Withdrawal, and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December 31February 1, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2000 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January February 7, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2000, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31February 28, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2000.

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, : (a) to enter into the Deposit Agreement, ; (b) to appoint the Paying Agent as provided in this Agreement, ; (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, ; and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December May 31, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2000 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 15th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 ten (10) days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7June 1, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2000, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31June 16, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2000.

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement and, if requested by the Company pursuant to Section 4(a)(v) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE"“Withdrawal Certificate”) executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" “Applicable Notice of Purchase Withdrawal” and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"“Purchase Withdrawal”), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than 15 days after such notice is given (the “Replacement Withdrawal Date”), of all Deposits then held by the Depositary together with, if the Replacement Withdrawal Date occurs on a Regular Distribution Date, all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (dY) direct the Depositary to transfer such Deposits on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement, and (e) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE"“Termination Date”, which shall mean the earlier of (i) December 31, 1999 the Delivery Period Termination Date (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto as defined in the number of days that such strike continued in effect (the "ADDITIONAL DAYS"Note Purchase Agreement) and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's ’s obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 25th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"“Final Withdrawal”), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"“Final Withdrawal Date”). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7July 5, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2005, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January July 31, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2005.

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, : (a) to enter into the Deposit Agreement, ; (b) to appoint the Paying Agent as provided in this Agreement, ; (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, ; and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December January 31, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2000 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 15th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 ten (10) days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7February 1, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2000, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31February 16, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2000.

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE", which shall mean the earlier of (i) December 31June 30, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"), PROVIDED that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January July 7, 2000 1999 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days), and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31July 30, 2000 1999 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days).

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE", which shall mean the earlier of (i) December 31June 1, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"), PROVIDED that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January June 7, 2000 1999 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days), and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31June 30, 2000 1999 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days).

Instruction; Etc. The UnderwritersPlacement Agents, for and on ----------------- behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal ---------- Certificate") executed by the Pass Through Trustee, together with an attached ----------- Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" Applicable ---------- Notice of Purchase Withdrawal") and the withdrawal to which it relates, a ----------------------------- "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase ------------------- Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the -------- ---- request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination ----------- Date", which shall mean the earlier of (i) December 31November 30, 1999 2001 (provided that, if ---- a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKELabor ----- Strike"), such date shall be extended by adding thereto the number of days that ------ such strike continued in effect (the "ADDITIONAL DAYSAdditional Days") and (ii) the day on --------------- which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 15/th/ day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal ---------------- -------- in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent --------------------- shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7November 30, 2000 2001 (PROVIDED provided that if a Labor Strike occurs, such date -------- shall be extended by the Additional Days), ) and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31December 16, 2000 2001 (PROVIDED provided that if a Labor Strike occurs, such date shall be extended by the -------- Additional Days).

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, : (a) to enter into the Deposit Agreement, ; (b) to appoint the Paying Agent as provided in this Agreement, ; (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, ; and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December October 31, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 15th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 ten (10) days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7November 1, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)1999, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31November 16, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)1999.

Instruction; Etc. The UnderwritersInitial Purchasers, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement and, if requested by the Company pursuant to Section 4(a)(vii) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than 15 days after such notice is given (the "Replacement Withdrawal Date"), of all Deposits then held by the Depositary together with, if the Replacement Withdrawal Date occurs on a Regular Distribution Date, all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (dY) direct the Depositary to transfer such Deposits on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement, and (e) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December 31September 30, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2001 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7October 5, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2001, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31October 26, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days).2001. 7 4

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, Purchaser hereby irrevocably instruct directs the establishment of an escrow and accordingly instructs the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Initial Deposit Agreement and the Delayed Deposit Agreement and, if requested by ATA pursuant to Section 4(a)(vii) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company, (b) to appoint the Paying Agent as provided for in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, (d) upon receipt at any time and from time to time prior to the Delivery Period Termination Date of a certificate substantially in the form of Exhibit C hereto (a "Prepayment Withdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Prepayment Withdrawal in substantially the form of Exhibit D to the Deposit Agreement duly completed by the Pass Through Trustee (the "Applicable Notice of Prepayment Withdrawal" and the withdrawal to which it relates, a "Prepayment Withdrawal"), immediately to execute the Applicable Notice of Prepayment Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Prepayment Withdrawal, and (de) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to (i) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than 15 days after such notice is given (the "Replacement Withdrawal Date"), of all Deposits then held by the Depositary together with, if the Replacement Withdrawal Date occurs on a Regular Distribution Date, all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (ii) direct the Depositary to transfer such Deposits on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement and (f) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December 31September 29, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2002 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 15th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7September 29, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2002, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31October 14, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2002.

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, (d) upon receipt of a certificate substantially in the form of Exhibit C hereto (a "PARTIAL WITHDRAWAL CERTIFICATE") executed by the Pass Through Trustee, together with an attached Notice of Partial Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PARTIAL WITHDRAWAL", the withdrawal to which it relates, a "PARTIAL WITHDRAWAL" and the date of such requested withdrawal, the "PARTIAL WITHDRAWAL DATE"), immediately to execute the Applicable Notice of Partial Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement, and (de) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE", which shall mean the earlier of (i) December 31, 1999 2002 (provided PROVIDED that, if a labor strike occurs or continues at The Boeing Company after the Issuance Date and prior to such date December 31, 2002 (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect after the Issuance Date (the "ADDITIONAL DAYS")) and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 25th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"), PROVIDED that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 78, 2000 2003 (PROVIDED that if a Labor Strike occursoccurs or continues, such date shall be extended by the Additional Days), and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31, 2000 2003 (PROVIDED that if a Labor Strike occursoccurs or continues, such date shall be extended by the Additional Days).

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, : (a) to enter into the Deposit Agreement, ; (b) to appoint the Paying Agent as provided in this Agreement, ; (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, ; and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December 31July 20, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2000 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 15th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 ten days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7July 21, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2000, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31August 7, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2000.

Instruction; Etc. The UnderwritersInitial Purchasers, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement and, if requested by the Company pursuant to Section 4(a)(vii) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than 15 days after such notice is given (the "Replacement Withdrawal Date"), of all Deposits then held by the Depositary together with, if the Replacement Withdrawal Date occurs on a Regular Distribution Date, all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (dY) direct the Depositary to transfer such Deposits on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement, and (e) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December August 31, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2000 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7September 6, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2000, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31September 27, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days).2000. 7 4

Instruction; Etc. The UnderwritersPlacement Agents, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Delivery Period Termination Date (as defined belowin the Note Purchase Agreement) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, (d) upon receipt at any time and from time to time prior to the Delivery Period Termination Date of a certificate substantially in the form of Exhibit C hereto (a "Prepayment Withdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Prepayment Withdrawal in substantially the form of Exhibit B to the Deposit Agreement duly completed by the Pass Through Trustee (the "Applicable Notice of Prepayment Withdrawal" and the withdrawal to which it relates, a "Prepayment Withdrawal"), immediately to execute the Applicable Notice of Prepayment Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Prepayment Withdrawal, and (de) if there are any undrawn Deposits amounts in the Account (as defined in the Deposit Agreement) on the "TERMINATION DATE", which shall mean the earlier of (i) December 31, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") Delivery Period Termination Date and (ii) the day date on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B C to the Deposit Agreement requesting a withdrawal of all of the remaining Depositsamount of the Deposit (as defined in the Deposit Agreement), together with accrued and unpaid interest on such Deposits the Deposit to the date of withdrawal, on the 35th 15th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7December 31, 2000 (PROVIDED provided, that if a Labor Strike occurslabor strike or work stoppage occurs at The Boeing Company prior to such date, such date shall be extended by adding thereto the Additional Daysnumber of days that each such labor strike or work stoppage continues in effect), and there are unwithdrawn Deposits amounts in the Account (as defined in the Deposit Agreement) on such date, the Final Withdrawal Date shall be deemed to be January 16, 2001 (or, if the December 31, 2000 (PROVIDED that if a Labor Strike occursdate has been extended as provided in this sentence, such date shall be extended by the Additional Daysfifteenth day after the Delivery Period Termination Date).

Instruction; Etc. The UnderwritersInitial Purchasers, for and on behalf the benefit of each of the Investors, hereby irrevocably direct the establishment of an escrow and accordingly instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement and, if requested by the Company pursuant to Section 4(a)(vii) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company, (b) to appoint the Paying Agent as provided for in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than 15 days after such notice is given (the "Replacement Withdrawal Date"), of all Deposits then held by the Depositary together with, if the Replacement Withdrawal Date occurs on a Regular Distribution Date, all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (dY) direct the Depositary to transfer such Deposits on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement, and (e) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December May 31, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2001 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7June 6, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2001, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31June 27, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2001.

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, : (a) to enter into the Deposit Agreement and, if requested by Northwest pursuant to Section 5(a)(vii) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement (as defined in the Note Purchase Agreement) with the Replacement Depositary (as defined in the Note Purchase Agreement) specified by the Company; (b) to appoint the Paying Agent as provided in this Agreement, ; (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE"“Withdrawal Certificate”) executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" “Applicable Notice of Purchase Withdrawal” and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"“Purchase Withdrawal”), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal; (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement (a “Notice of Replacement Withdrawal”) duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than 15 days after such notice is given (the “Replacement Withdrawal Date”), of all Deposits as defined in the Deposit Agreement then held by the Depositary together with, if the Replacement Withdrawal Date occurs on a Regular Distribution Date, all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (dY) direct the Depositary to transfer such Deposits on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement (as defined in the Note Purchase Agreement); (e) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE"“Termination Date”, which shall mean the earlier of (i) December 31April 1, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2009 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's ’s obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 15th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"“Final Withdrawal”), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 ten (10) days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"“Final Withdrawal Date”), and (f) to enter into the Note Purchase Agreement. If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7April 1, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2009, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31April 16, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2009.

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement and, if requested by the Company pursuant to Section 4(a)(iii) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE"“Withdrawal Certificate”) executed by the Pass Through Trustee, together with an attached Notice of Purchase Financing Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" “Applicable Notice of Financing Withdrawal” and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"“Financing Withdrawal”), immediately to execute the Applicable Notice of Purchase Financing Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Financing Withdrawal, (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than Five Business Days after such notice is given (the “Replacement Withdrawal Date”), of all Deposits then held by the Depositary together with all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (dY) direct the Depositary to transfer such Deposits and accrued interest on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement, and (e) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE"“Termination Date”, which shall mean the earlier of (i) December 31, 1999 the Deposit Period Termination Date (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto as defined in the number of days that such strike continued in effect (the "ADDITIONAL DAYS"Note Purchase Agreement) and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's ’s obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to immediately give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 15th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"“Final Withdrawal”), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"“Final Withdrawal Date”). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice notice to the Depositary on or before January February 7, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2010, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31February 14, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2010.

Instruction; Etc. The UnderwritersPlacement Agents, for and ---------------- on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal ---------- Certificate") executed by the Pass Through Trustee, together with an attached ----------- Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" Applicable ---------- Notice of Purchase Withdrawal") and the withdrawal to which it relates, a ----------------------------- "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase ------------------- Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the -------- ---- request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination ----------- Date", which shall mean the earlier of (i) December 31November 30, 1999 2001 (provided that, if ---- a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKELabor ----- Strike"), such date shall be extended by adding thereto the number of days that ------ such strike continued in effect (the "ADDITIONAL DAYSAdditional Days") and (ii) the day on --------------- which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 15th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal ---------------- -------- in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent --------------------- shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7November 30, 2000 2001 (PROVIDED provided that if a Labor Strike occurs, such date -------- shall be extended by the Additional Days), ) and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31December 16, 2000 2001 (PROVIDED provided that if a Labor Strike occurs, such date shall be extended by the -------- Additional Days).

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, : (a) to enter into the Deposit Agreement and, if requested by the Company pursuant to Section 5(a)(vii) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company; (b) to appoint the Paying Agent as provided in this Agreement, ; (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal; (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than 15 days after such notice is given (the "Replacement Withdrawal Date"), of all Deposits then held by the Depositary together with, if the Replacement Withdrawal Date occurs on a Regular Distribution Date, all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (dY) direct the Depositary to transfer such Deposits on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement and (e) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December 31July 1, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2001 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 15th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 ten days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7July 2, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2001, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31July 17, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2001.

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE", which shall mean the earlier of (i) December March 31, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2005 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 25th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"), PROVIDED that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7April 11, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2005, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31April 29, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2005.

Instruction; Etc. The UnderwritersUnderwriter, for and on behalf of each of the Investors, hereby irrevocably instruct instructs the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal Table of Contents to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December August 31, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2006 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 25th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7September 10, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2006, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31September 28, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2006.

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, : (a) to enter into the Deposit Agreement, ; (b) to appoint the Paying Agent as provided in this Agreement, ; (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, ; and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December 31September 30, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2001 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 15th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 ten (10) days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7September 30, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2001, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31October 15, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2001.

Instruction; Etc. The UnderwritersPlacement Agents, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Delivery Period Termination Date (as defined belowin the Note Purchase Agreement) of a certificate substantially in 2 6 the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, (d) upon receipt at any time and from time to time prior to the Delivery Period Termination Date of a certificate substantially in the form of Exhibit C hereto (a "Prepayment Withdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Prepayment Withdrawal in substantially the form of Exhibit B to the Deposit Agreement duly completed by the Pass Through Trustee (the "Applicable Notice of Prepayment Withdrawal" and the withdrawal to which it relates, a "Prepayment Withdrawal"), immediately to execute the Applicable Notice of Prepayment Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Prepayment Withdrawal, and (de) if there are any undrawn Deposits amounts in the Account (as defined in the Deposit Agreement) on the "TERMINATION DATE", which shall mean the earlier of (i) December 31, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") Delivery Period Termination Date and (ii) the day date on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B C to the Deposit Agreement requesting a withdrawal of all of the remaining Depositsamount of the Deposit (as defined in the Deposit Agreement), together with accrued and unpaid interest on such Deposits the Deposit to the date of withdrawal, on the 35th 15th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7December 31, 2000 (PROVIDED provided, that if a Labor Strike occurslabor strike or work stoppage occurs at The Boeing Company prior to such date, such date shall be extended by adding thereto the Additional Daysnumber of days that each such labor strike or work stoppage continues in effect), and there are unwithdrawn Deposits amounts in the Account (as defined in the Deposit Agreement) on such date, the Final Withdrawal Date shall be deemed to be January 16, 2001 (or, if the December 31, 2000 (PROVIDED that if a Labor Strike occursdate has been extended as provided in this sentence, such date shall be extended by the Additional Daysfifteenth day after the Delivery Period Termination Date).

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, and, if requested by the Company pursuant to Section 4)(a)(viii) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than five Business Days after such notice is given (the "REPLACEMENT WITHDRAWAL DATE"), of all Deposits then held by the Depositary together with all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (dY) direct the Depositary to transfer such Deposits and accrued interest on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement, and (e) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE", which shall mean the earlier of (i) December 31November 30, 1999 2002 (provided that, if a labor strike occurs or continues at The Boeing Company after the Issuance Date and prior to such date November 30, 2002 (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect after the Issuance Date (the "ADDITIONAL DAYS") and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 25th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"), PROVIDED that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7December 9, 2000 2002 (PROVIDED that if a Labor Strike occursoccurs or continues, such date shall be extended by the Additional Days), and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January December 31, 2000 2002 (PROVIDED that if a Labor Strike occursoccurs or continues, such date shall be extended by the Additional Days).

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE", which shall mean the earlier of (i) December January 31, 1999 2004 (provided that, if a labor strike occurs or continues at The Boeing Company Embraer-Empresa Brasileira de Aeronautica S.A. after the Issuance Date and prior to such date January 31, 2004 (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect after the Issuance Date (the "ADDITIONAL DAYS") and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 25th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"), PROVIDED that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7February 9, 2000 2004 (PROVIDED that if a Labor Strike occursoccurs or continues, such date shall be extended by the Additional Days), and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31March 1, 2000 2004 (PROVIDED that if a Labor Strike occursoccurs or continues, such date shall be extended by the Additional Days).

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE", which shall mean the earlier of (i) December 31, 1999 2002 (provided PROVIDED that, if a labor strike occurs or continues at The Boeing Company after the Issuance Date and prior to such date December 31, 2002 (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect after the Issuance Date (the "ADDITIONAL DAYS")) and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 25th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"), PROVIDED that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 78, 2000 2003 (PROVIDED that if a Labor Strike occursoccurs or continues, such date shall be extended by the Additional Days), and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31, 2000 2003 (PROVIDED that if a Labor Strike occursoccurs or continues, such date shall be extended by the Additional Days).

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, and, if requested by the Company pursuant to Section 4)(a)(viii) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than five Business Days after such notice is given (the "REPLACEMENT WITHDRAWAL Date"), of all Deposits then held by the Depositary together with all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (dY) direct the Depositary to transfer such Deposits and accrued interest on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement, and (e) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE", which shall mean the earlier of (i) December 31November 30, 1999 2002 (provided that, if a labor strike occurs or continues at The Boeing Company after the Issuance Date and prior to such date November 30, 2002 (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect after the Issuance Date (the "ADDITIONAL DAYS") and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 25th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"), PROVIDED that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7December 9, 2000 2002 (PROVIDED that if a Labor Strike occursoccurs or continues, such date shall be extended by the Additional Days), and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January December 31, 2000 2002 (PROVIDED that if a Labor Strike occursoccurs or continues, such date shall be extended by the Additional Days).

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement and, if requested by the Company pursuant to Section 4(a)(iii) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE"“Withdrawal Certificate”) executed by the Pass Through Trustee, together with an attached Notice of Purchase Financing Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" “Applicable Notice of Financing Withdrawal” and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"“Financing Withdrawal”), immediately to execute the Applicable Notice of Purchase Financing Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Financing Withdrawal, (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than Five Business Days after such notice is given (the “Replacement Withdrawal Date”), of all Deposits then held by the Depositary together with all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (dY) direct the Depositary to transfer such Deposits and accrued interest on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement, and (e) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE"“Termination Date”, which shall mean the earlier of (i) December 31, 1999 the Deposit Period Termination Date (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto as defined in the number of days that such strike continued in effect (the "ADDITIONAL DAYS"Note Purchase Agreement) and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's ’s obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to immediately give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 25th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"“Final Withdrawal”), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"“Final Withdrawal Date”). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice notice to the Depositary on or before January 714, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2010, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 3121, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2010.

Instruction; Etc. The UnderwritersUnderwriter, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE", which shall mean the earlier of (i) December 31, 1999 2002 (provided PROVIDED that, if a labor strike occurs or continues at The Boeing Company after the Issuance Date and prior to such date December 31, 2002 (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect after the Issuance Date (the "ADDITIONAL DAYS")) and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 25th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"), PROVIDED that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 78, 2000 2003 (PROVIDED that if a Labor Strike occursoccurs or continues, such date shall be extended by the Additional Days), and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31, 2000 2003 (PROVIDED that if a Labor Strike occursoccurs or continues, such date shall be extended by the Additional Days).

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, : (a) to enter into the Deposit Agreement and, if requested by the Company pursuant to Section 5(a)(vi) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company; (b) to appoint the Paying Agent as provided in this Agreement, ; (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal; (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement (a "Notice of Replacement Withdrawal") duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than 15 days after such notice is given (the "Replacement Withdrawal Date"), of all Deposits then held by the Depositary together with, if the Replacement Withdrawal Date occurs on a Regular Distribution Date, all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (dY) direct the Depositary to transfer such Deposits on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement; and (e) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December 31September 30, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2001 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 15th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 ten (10) days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7September 30, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2001, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31October 15, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2001.

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, : (a) to enter into the Deposit Agreement and, if requested by the Company pursuant to Section 5(a)(vii) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company; (b) to appoint the Paying Agent as provided in this Agreement, ; (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal; (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than 15 days after such notice is given (the "Replacement Withdrawal Date"), of all Deposits then held by the Depositary together with, if the Replacement Withdrawal Date occurs on a Regular Distribution Date, all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (dY) direct the Depositary to transfer such Deposits on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement and (e) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December 31March 1, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2001 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 15th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 ten days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7March 2, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2001, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31March 19, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2001.

Instruction; Etc. The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, : (a) to enter into the Deposit Agreement and, if requested by the Company pursuant to Section 5(a)(vii) of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary specified by the Company; (b) to appoint the Paying Agent as provided in this Agreement, ; (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATEWithdrawal Certificate") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWALApplicable Notice of Purchase Withdrawal" and the withdrawal to which it relates, a "PURCHASE WITHDRAWALPurchase Withdrawal"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal; (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to (X) give such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal, on the date specified in such notice, which shall not be less than 15 days after such notice is given (the "Replacement Withdrawal Date"), of all Deposits then held by the Depositary together with, if the Replacement Withdrawal Date occurs on a Regular Distribution Date, all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date, and (dY) direct the Depositary to transfer such Deposits on behalf of the Escrow Agent to the Replacement Depositary in accordance with the Replacement Deposit Agreement and (e) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATETermination Date", which shall mean the earlier of (i) December 31November 30, 1999 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") 2001 and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 35th 15th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWALFinal Withdrawal"), PROVIDED provided that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 ten days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATEFinal Withdrawal Date"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before January 7December 3, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2001, and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be January 31December 18, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days)2001.