US Airways 2007 Annual Report Download - page 976

21. TERMINATION
21.1 Termination Events
Each of the following will constitute a "Termination Event":
(1) The Buyer commences in any jurisdiction any case, proceeding or other action with respect to the Buyer or its properties relating to bankruptcy,
insolvency, reorganization, winding-up, liquidation, dissolution or other relief from, or with respect to, or readjustment of, its debts or obligations.
(2) An action is commenced in any jurisdiction seeking the appointment of a receiver, trustee, custodian or other similar official for the Buyer or for all
or any substantial part of its assets, and such action remains unstayed, undismissed or undischarged for **, or the Buyer makes a general assignment
for the benefit of its creditors.
(3) An action is commenced in any jurisdiction against the Buyer seeking issuance of a warrant of attachment, execution, distraint or similar process
against all or any substantial part of its assets, and such action remains unstayed, undismissed or undischarged for **.
(4) The Buyer becomes the object, in any jurisdiction, of a case, proceeding or action similar or analogous to any of the events mentioned in Clause
21.1(1), (2) or (3).
(5) The Buyer is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due.
(6) The Buyer commences negotiations with significant creditors, existing or potential, with the intention of restructuring all or substantially all of its
outstanding obligations or in preparation for a bankruptcy filing under the U.S. Bankruptcy Code.
(7) The Buyer or any of its respective Affiliates fails to make (i) payment of all or part of the Final Contract Price of any Aircraft required to be made
under this Agreement on the due date therefore; when such payment is due, (ii) any Predelivery Payment required to be made under this Agreement
** after the date on which such amount is due (iii) any other payment required to be made under this Agreement or any other material agreement
between the Buyer or any of its Affiliates and the Seller or any of its Affiliates **, of such failure to pay which such payment is due.
** Confidential Treatment Requested.
USA — Amended and Restated Airbus A350 XWB Purchase Agreement PA — 98 of 109
EXECUTION PRIVILEGED AND CONFIDENTIAL