US Airways 2007 Annual Report Download - page 898

or payable by a transferee of all or any part of the interest of the Buyer 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 Buyer in the absence of any such transfer.
3.3.2 The Buyer will pay any and all taxes, duties, imposts or similar charges of any nature whatsoever, except for taxes based on or measured by the income of
the Seller or any taxes of a similar nature or charges levied against the Seller or its Affiliates for the privilege of doing business in any jurisdiction, that are
(i) imposed upon the Seller, (ii) 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 3.3.2, 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.
3.3.3 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.
3.3.4 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.
USA — Amended and Restated Airbus A350 XWB Purchase Agreement PA – 20 of 109
EXECUTION PRIVILEGED AND CONFIDENTIAL