US Airways 2007 Annual Report Download - page 937

(i) procure for the Buyer the right to use the affected Airframe, part or software free of charge; or
(ii) replace the infringing part or software as soon as possible with a non-infringing substitute.
13.2 Administration of Patent and Copyright Indemnity Claims
13.2.1 If the Buyer receives a written claim or a suit is threatened or begun against the Buyer for infringement of a patent or copyright referred to in Clause 13.1,
the Buyer will
(i) forthwith notify the Seller, giving particulars thereof;
(ii) furnish to the Seller all data, papers and records within the Buyer's control or possession relating to such patent or claim;
(iii) refrain from admitting any liability or making any payment, or assuming any expenses, damages, costs or royalties, or otherwise acting in a manner
prejudicial to the defense or denial of the suit or claim, it being agreed that nothing in this Clause 13.2.1(iii) will prevent the Buyer from paying the
sums that may be required to obtain the release of the Aircraft, provided that payment is accompanied by a denial of liability and is made without
prejudice;
(iv) fully cooperate with, and render all assistance to, the Seller as may be pertinent to the defense or denial of the suit or claim; and
(v) act to mitigate damages and/or to reduce the amount of royalties that may be payable, and act to minimize costs and expenses.
13.2.2.1 The Seller will be entitled either in its own name or on behalf of the Buyer to conduct negotiations with the party or parties alleging infringement and may
assume and conduct the defense or settlement of any suit or claim in the manner that, in the Seller's opinion, it deems proper.
13.2.3 The Seller's liability hereunder will be conditional on the strict and timely compliance by the Buyer with the terms of this Clause and is in lieu of any other
liability to the Buyer, whether express or implied, that the Seller might incur at law as a result of any infringement or claim of infringement of any patent
or copyright.
USA — Amended and Restated Airbus A350 XWB Purchase Agreement PA — 59 of 109
EXECUTION PRIVILEGED AND CONFIDENTIAL