US Airways 2007 Annual Report Download - page 226

imposed upon the Buyer with an obligation on the Seller to collect the amount thereof for the Buyer or (iii) imposed upon the Seller with an obligation
on the Buyer to withhold such amount from the Seller, and that are levied, assessed, charged or collected for or in connection with the fabrication,
manufacture, modification, assembly, sale, delivery or use of or payment under this Agreement for any Aircraft, component, accessory, equipment or
part delivered or furnished by it hereunder, provided such taxes, duties, imposts or similar charges have been levied, assessed, charged or collected
under laws promulgated and enforceable under the laws of any country, province, municipality or other jurisdiction or government entity thereof and
are asserted with respect to events or circumstances occurring after Delivery of such Aircraft.
Notwithstanding anything to the contrary in this Clause 3.5.2, the Buyer will not be required to bear or pay or to indemnify the Seller for taxes, imposts,
charges, or duties, (i) to the extent imposed as the result of Seller's engaging in activities in the jurisdiction imposing such tax which activities are
unrelated to the transactions contemplated by this Agreement or as the result of being incorporated or organized in such jurisdiction or maintaining an
office or having a place of business or other presence therein, (ii) arising out of or caused by the willful misconduct or gross negligence of the Seller,
(iii) that are interest, penalties, fines or additions to tax that would not have been imposed but for any failure by the Seller to file any tax return or
information return in a timely and proper manner, (iv) that are being contested by the Buyer in good faith by appropriate proceedings during the
pendency of such contest, or (v) that are imposed on or payable by a transferee of all or any part of the interest of the Seller in the Aircraft or any of its
rights or obligations under this Agreement to the extent in excess of the taxes that would have been imposed on or payable by the Seller in the absence
of any such transfer.
3.5.3 The Seller will arrange for the exportation of the Aircraft from the country of the Delivery Location and will pay any customs duties, taxes and fees
required to be paid with respect to such exportation of the Aircraft.
3.5.4 The Buyer will arrange for the importation of the Aircraft into any country or jurisdiction and will pay any customs duties, taxes and fees required to be
paid with respect to such importation of the Aircraft.
** Confidential Treatment Requested.
USA — Amended and Restated Airbus A320 Family Purchase Agreement PA — 31 of 123
EXECUTION PRIVILEGED AND CONFIDENTIAL