US Airways 2007 Annual Report Download - page 915

10.4 Total Loss, Destruction or Damage
If prior to Delivery, any Aircraft is lost, destroyed or in the reasonable opinion of the Seller is damaged beyond economic repair ("Total Loss"), the Seller
will notify the Buyer to this effect within ** of such occurrence. The Seller will include in said notification (or as soon after the issue of the notice as such
information becomes available to the Seller) the earliest date consistent with the Seller's other commitments and production capabilities that an aircraft to
replace the Aircraft may be delivered to the Buyer and the Scheduled Delivery Month will be extended as specified in the Seller's notice to accommodate
the delivery of the replacement aircraft. However, if the Scheduled Delivery Month is extended to a month that is later than ** after the last day of the
original Scheduled Delivery Month, then this Agreement will terminate with respect to said Aircraft unless:
(i) the Buyer notifies the Seller within **of the date of receipt of the Seller's notice that it desires the Seller to provide a replacement aircraft during the
month quoted in the Seller's notice; and
(ii) the parties execute an amendment to this Agreement recording the variation in the Scheduled Delivery Month.
Nothing herein will require the Seller to manufacture and deliver a replacement aircraft if such manufacture would require the reactivation of its
production line for the model or series of aircraft that includes the Aircraft. Any termination pursuant to this Clause 10.4 as to a particular Aircraft will
discharge the obligations and liabilities of the parties hereunder with respect to such Aircraft, **.
10.5 Remedies
THIS CLAUSE 10 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO
DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 11, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO WHICH
IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO INCIDENTAL
AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE. THE BUYER WILL NOT BE ENTITLED TO CLAIM THE REMEDIES
AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 10 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 10 IS CAUSED
DIRECTLY OR INDIRECTLY BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.
** Confidential Treatment Requested.
USA — Amended and Restated Airbus A350 XWB Purchase Agreement PA – 37 of 109
EXECUTION PRIVILEGED AND CONFIDENTIAL