AMENDED AND RESTATED AIRBUS A350 XWB PURCHASE AGREEMENT dated as of October 2, 2007 between AIRBUS S.A.S. Seller and US AIRWAYS, INC. Buyer

Exhibit 10.19

AMENDED AND RESTATED

AIRBUS A350 XWB PURCHASE AGREEMENT

dated as of October 2, 2007

between

AIRBUS S.A.S.
Seller

and

US AIRWAYS, INC.
Buyer

USA — Amended and Restated Airbus A350 XWB Purchase Agreement
EXECUTION		PRIVILEGED AND CONFIDENTIAL

C O N T E N T S

0 DEFINITIONS			8
1 SALE AND PURCHASE			15
2 SPECIFICATION			16
2.1 Specification Documents			16
2.2 Customization Milestones Chart			17
2.3 Propulsion Systems			17
3 PRICE			18
3.1 Base Price of Aircraft			18
3.2 The Final Contract Price of an Aircraft			19
3.3 Taxes, Duties and Imposts			19
4 PRICE REVISION			21
5 PAYMENT TERMS			22
5.1 Payments			22
5.2 Predelivery Payments			22
5.3 Initial Payment			24
5.4 Payment of Balance of the Final Contract Price			24
5.5 Application of Payments			25
5.6 Overdue Payments			25
5.7 Proprietary Interest			25
5.8 Payment in Full			26
6 INSPECTION			27
6.1 Manufacture Procedures			27
6.2 Inspection Procedures			27
6.3 Representatives			27
7 CERTIFICATION			29
7.1 Type Certification			29
7.2 Export Certificate of Airworthiness			29
7.3 Additional FAA Requirements			29
7.4 Additional EASA Requirements			29
7.5 Specification Changes After Delivery			30
8 TECHNICAL ACCEPTANCE			31
8.1 Technical Acceptance Process			31
8.2 Buyer’s Attendance			31
8.3 Certificate of Acceptance			32

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8.4 Finality of Acceptance			32
8.5 Aircraft Utilization			32
9 DELIVERY			33
9.1 Delivery Schedule			33
9.2 Delivery Process			33
9.3 Flyaway			34
10 EXCUSABLE DELAY AND TOTAL LOSS			35
10.1 Scope of Excusable Delay			35
10.2 Consequences of Excusable Delay			35
10.3 Termination on Excusable Delay			36
10.4 Total Loss, Destruction or Damage			37
10.5 Remedies			37
11 INEXCUSABLE DELAY			38
11.1 Liquidated Damages			38
11.2 Renegotiation			38
11.3 Termination			38
11.4 Remedies			39
12 WARRANTIES AND SERVICE LIFE POLICY			40
12.1 Warranty			40
12.2 Seller Service Life Policy			49
12.3 Supplier Warranties and Service Life Policy			53
12.4 Interface Commitment			54
12.5 Exclusivity of Warranties			55
12.6 Duplicate Remedies			57
12.7 Negotiated Agreement			57
12.8 Survivability			57
13. PATENT AND COPYRIGHT INDEMNITY			58
13.1 Indemnity			58
13.2 Administration of Patent and Copyright Indemnity Claims			59
14 TECHNICAL DATA AND SOFTWARE SERVICES			61
14.1 Supply			61
14.2 Aircraft Identification for Technical Data			61
14.3 Integration of Equipment Data			62
14.4 Delivery			62
14.5 Revision Service			63
14.6 Service Bulletins Incorporation			63
14.7 Future Developments			64
14.8 Technical Data Familiarization			64
14.9 Customer Originated Changes			64
14.10 Software Products			66

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14.11 Warranties			67
14.12 Proprietary Rights			68
15 SELLER REPRESENTATIVES			70
15.1 Seller Representatives			70
15.2 Resident Customer Support Representatives			70
15.3 Customer Support Director			70
15.4 Spare Parts Field Representative			71
15.5 Buyer’s Service			71
15.6 Temporary Assignment and Withdrawal of Resident Customer Support Representative			71
15.7 Representatives’ Status			71
16 TRAINING AND TRAINING AIDS			72
16.1. General			72
16.2. Scope			72
16.3. Training Organization / Location			72
16.4 Training Courses			72
16.5 Prerequisites			74
16.6. Logistics			74
16.7 Flight Operations Training			76
16.8 Maintenance Training			77
16.9 Supplier and Engine Manufacturer Training			78
16.10 Training Aids for the Buyer’s Training Organization			78
16.11 Proprietary Rights			80
Appendix A to Clause 16			▇▇
▇▇▇▇▇▇▇▇ ▇ to Clause 16			84
17 SUPPLIER PRODUCT SUPPORT			87
17.1 Equipment Supplier Product Support Agreements			87
17.2 Supplier Compliance			87
17.3 Supplier Part Repair Stations			88
18 BUYER FURNISHED EQUIPMENT			89
18.1 Administration			89
18.2 Requirements			90
18.3 Buyer’s Obligation and Seller’s Remedies			90
18.4 Title and Risk of Loss			91
18.5 Disposition of BFE Following Termination			91
19 INDEMNITIES AND INSURANCE			93
19.1 Seller’s Indemnities			93
19.2 Buyer’s Indemnities			93
19.3 Notice and Defense of Claims			94
19.4 Insurance			94
20 ASSIGNMENTS AND TRANSFERS			96

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20.1 Assignments by Buyer			96
20.2 Assignments on Sale, Merger or Consolidation			96
20.3 Designations by Seller			96
20.4 Transfer Prior to Delivery			96
20.5 Post Delivery Resale or Lease			97
21. TERMINATION			98
21.1 Termination Events			98
21.2 Remedies In Event of Termination			99
21.3 Definitions			100
21.4 Notice of Termination Event			100
21.5 Adequate Assurance of Performance			100
21.6 Information Covenants			100
21.7 Information Undertakings			102
22 MISCELLANEOUS			103
22.1 Data Retrieval			103
22.2 Notices			103
22.3 Waiver			104
22.4 Interpretation and Law			104
22.5 Waiver of Jury Trial			105
22.6 No Representations outside of this Agreement			105
22.7 Confidentiality			106
22.8 Severability			106
22.9 Alterations to Contract			106
22.10 Inconsistencies			107
22.11 Language			107
22.12 Headings			107
22.13 Counterparts			107
23 CERTAIN REPRESENTATIONS OF THE PARTIES			108
23.1. Buyer’s Representations			108
23.2 Seller’s Representations			108

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C O N T E N T S

EXHIBITS
EXHIBIT A-1.A		ADD A350-800 XWB AIRCRAFT
EXHIBIT A-1.B		A350-800 XWB STANDARD SPECIFICATION
EXHIBIT A-2.A		ADD A350-900 XWB AIRCRAFT
EXHIBIT A-2.B		A350-900 XWB STANDARD SPECIFICATION
EXHIBIT A-3.A		ADD A350-1000 XWB AIRCRAFT
EXHIBIT A-3.B		A350-1000 XWB STANDARD SPECIFICATION
EXHIBIT B-1.A		SCN FORM
EXHIBIT B-1.B		SCNs FOR A350-800 XWB
EXHIBIT B-2		MSCN FORM
EXHIBIT C		SELLER SERVICE LIFE POLICY: ITEMS COVERED
EXHIBIT D		FORM OF CERTIFICATE OF ACCEPTANCE
EXHIBIT E		FORM OF ▇▇▇▇ OF SALE
EXHIBIT F		TECHNICAL DATA INDEX
EXHIBIT G-1		SELLER PRICE REVISION FORMULA (2005)
EXHIBIT G-2		SELLER PRICE REVISION FORMULA (2007)
EXHIBIT H		TERMS AND CONDITIONS FOR LICENSE FOR USE OF SOFTWARE

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A M E N D E D AND R E S T A T E D

A I R B U S   A350   XWB   P U R C H A S E            A G R E E M E N T

This Agreement is made this 2nd day of October 2007

between

AIRBUS S.A.S., organized and existing under the laws of the Republic of France, having its registered office located at

▇, ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇

(hereinafter referred to as the “Seller”)

and

US Airways, Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Buyer”).

WHEREAS the Buyer and the Seller have entered into an A350 Purchase Agreement, dated as of September 27, 2005, as amended from time to time (the “Original Agreement”), relating to, inter alia, the sale by the Seller and the purchase by the Buyer of certain Airbus aircraft.

WHEREAS, the Buyer agrees to place an order with the Seller for certain Airbus A350 XWB model aircraft, on the terms and conditions herein provided.

WHEREAS, the Buyer and the Seller wish to amend and restate the Original Agreement to read in its entirety as set forth herein.

NOW THEREFORE IT IS AGREED AS FOLLOWS:

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0		DEFINITIONS
		For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms will have the following meanings:
		A350-800 XWB Aircraft—any or all of the Airbus A350-800 XWB model aircraft sold to the Buyer by the Seller pursuant to this Agreement, for which the Scheduled Delivery Month is set forth in Clause 9.1.1, together with all components, equipment, parts and accessories installed in or on such aircraft and the A350-800 XWB Propulsion Systems installed thereon.
		A350-800 XWB Propulsion Systems—the two (2) Rolls-▇▇▇▇▇ ▇▇▇▇▇ XWB72 powerplants installed on an A350-800 XWB Aircraft or to be installed on an A350-800 XWB Aircraft at Delivery, each composed of the powerplant (as such term is defined in Chapters 70-80 of the applicable ATA Specification, but limited to the equipment, components, parts and accessories included in the powerplant, as so defined) that have been sold to the Seller by Rolls-Royce plc.
		A350-800 XWB Specification—the A350-800 XWB Standard Specification, as amended from time to time in accordance with this Agreement.
		A350-800 XWB Standard Specification—the A350-800 XWB standard specification document number Issue 1, to be published by the Seller, which includes a maximum take-off weight (MTOW) of 245 metric tons, maximum landing weight (MLW) of 182.5 metric tons and maximum zero-fuel weight (MZFW) of 171 metric tons, a copy of which is annexed as Exhibit A-1.B.
		A350-900 XWB Aircraft—any or all of the Airbus A350-900 XWB model aircraft to be sold to the Buyer by the Seller pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the A350-900 XWB Propulsion Systems installed thereon.
		A350-900 XWB Propulsion Systems—the two (2) Rolls-▇▇▇▇▇ ▇▇▇▇▇ XWB87 powerplants installed on an A350-900 XWB Aircraft or to be installed on an A350-900 XWB Aircraft at Delivery, each composed of the powerplant (as such term is defined in Chapters 70-80 of the applicable ATA Specification, but limited to the equipment, components, parts and accessories included in the powerplant, as so defined) that have been sold to the Seller by Rolls-Royce plc.
		A350-900 XWB Specification—the A350-900 XWB Standard Specification, as amended from time to time in accordance with this Agreement.
		A350-900 XWB Standard Specification—the A350-900 XWB standard specification document number Issue 1, to be published by the Seller, which includes an MTOW of 265 metric tons, MLW of 202.5 metric tons and MZFW of 189.5 metric tons, a copy of which is annexed as Exhibit A-2.B.

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		A350-1000 XWB Aircraft—any or all of the Airbus A350-1000 XWB model aircraft to be sold to the Buyer by the Seller pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the A350-1000 XWB Propulsion Systems installed thereon.
		A350-1000 XWB Propulsion Systems—the two (2) Rolls-▇▇▇▇▇ ▇▇▇▇▇ XWB95 powerplants installed on an A350-1000 XWB Aircraft or to be installed on an A350-1000 XWB Aircraft at Delivery, each composed of the powerplant (as such term is defined in Chapters 70-80 of the applicable ATA Specification, but limited to the equipment, components, parts and accessories included in the powerplant, as so defined) that have been sold to the Seller by Rolls-Royce plc.
		A350-1000 XWB Specification—the A350-1000 XWB Standard Specification, as amended from time to time in accordance with this Agreement.
		A350-1000 XWB Standard Specification—the A350-1000 XWB standard specification document number Issue 1, to be published by the Seller, which includes an MTOW of 295 metric tons, MLW of 225 metric tons and MZFW of 211 metric tons, a copy of which is annexed as Exhibit A-3.B.
		ADD—collectively or individually, the ADD A350-800 XWB Aircraft, ADD A350-900 XWB Aircraft and/or ADD A350-1000 XWB Aircraft.
		ADD A350-800 XWB Aircraft—A350-800 XWB Aircraft Description Document No. V 000 0800 Issue D dated December 15, 2006, which may be superseded by issues with a later date, and, ultimately, by the A350-800 XWB Standard Specification, a copy of which is annexed as Exhibit A-1.A.
		ADD A350-900 XWB Aircraft—A350-900 XWB Aircraft Description Document No. V 000 0900 Issue D dated December 15, 2006, which may be superseded by issues with a later date, and, ultimately, by the A350-900 XWB Standard Specification, a copy of which is annexed as Exhibit A-2.A.
		ADD A350-1000 XWB Aircraft—A350-1000 XWB Aircraft Description Document No. V 000 1000 Issue D dated December 15, 2006, which may be superseded by issues with a later date, and, ultimately, by the A350-1000 XWB Standard Specification, a copy of which is annexed as Exhibit A-3.A.
		Affiliate—with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such person or entity.
		Agreement—this amended and restated Airbus A350 XWB purchase agreement , including exhibits and appendices attached hereto as the same may be amended or modified and in effect from time to time.

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		Aircraft—any or all of the A350-800 XWB Aircraft, A350-900 XWB Aircraft or A350-1000 XWB Aircraft under firm order and set forth in Clause 9.1.1.
		Airframe—any Aircraft, excluding the Propulsion Systems therefor.
		ANACS—Airbus North America Customer Services, Inc., a corporation organized and existing under the laws of Delaware, having an office located at ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or any successor thereto.
		ATA Specification—recommended specifications developed by the Air Transport Association of America reflecting consensus in the commercial aviation industry on accepted means of communicating information, conducting business, performing operations and adhering to accepted practices.
		Aviation Authority—when used with respect to any jurisdiction, the government entity that, under the laws of such jurisdiction, has control over civil aviation or the registration, airworthiness or operation of civil aircraft in such jurisdiction.
		Balance of the Final Contract Price—means the amount payable by the Buyer to the Seller on the Delivery Date for an Aircraft after deducting from the Final Contract Price for such Aircraft the amount of all Predelivery Payments received by the Seller from the Buyer, in respect of such Aircraft on or before the Delivery Date.
		Base Price—as defined in Clause 3.1.
		BFE—see Buyer Furnished Equipment
		Buyer Furnished Equipment or BFE—for any Aircraft, all the items of equipment that will be furnished by the Buyer and installed in the Aircraft by the Seller pursuant to Clause 18, as listed in the Specification.
		Certificate of Acceptance—as defined in Clause 8.3.
		Change in Law—as defined in Clause 7.4.1.
		COC—see Customer Originated Changes.
		Customer Originated Changes or COC—data originating from the Buyer that are introduced into Seller’s Technical Data and Documentation, as more completely set forth in Clause 14.9.
		Delivery—the transfer of title to the Aircraft from the Seller to the Buyer.
		Delivery Date—the date on which Delivery occurs.

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		Delivery Location—the facilities of the Seller at the location of final assembly of the Aircraft, which is currently at the works of Airbus France S.A.S. in Toulouse, France, or any other mutually agreed upon location.
		Development Changes—as defined in Clause 2.1.4.
		DGAC—the Direction Générale de l’Aviation Civile of France or any successor agency thereto.
		EASA—European Aviation Safety Agency or any successor agency thereto.
		Excusable Delay—as defined in Clause 10.1.
		Export Certificate of Airworthiness—an export certificate of airworthiness issued by the Aviation Authority of the Delivery Location.
		FAA—the U.S. Federal Aviation Administration or any successor agency thereto.
		FCA—see Free Carrier.
		Final Contract Price—as defined in Clause 3.2.
		Free Carrier or FCA—as defined in Incoterms 2000: ICC Official Rules for the Interpretation of Trade Terms, published by the International Chamber of Commerce.
		Goods and Services –means any goods, excluding Aircraft, and services that may be purchased by the Buyer from the Seller or its designee from the Airbus Customer Services Catalog.
		In-house Warranty Labor Rate—as defined in Clause 12.1.8(v)(b).
		In-house Warranty Repair—as defined in Clause 12.1.8(i).
		Initial Payment—each of the initial payment amounts described in Clause 5.3.
		Interface Problem—as defined in Clause 12.4.1.
		LIBOR—the London Interbank Offered Rate determined on the basis of the offered rates for deposits in US dollars for a stated interest period (or for six-month deposits in US dollars if no interest period is stated), which appears on the Reuters Screen LIBO Page as of 11:00 a.m., London time, on the second Working Day prior to the start of the relevant interest period. If at least two (2) such offered rates appear on the Reuters Screen LIBO Page, the rate for that interest period will be the arithmetic mean of such offered rates rounded to the nearest one-hundred thousandth of a basis point. If only one (1) offered rate appears, the rate for that interest period will be “LIBOR” as quoted by National Westminster Bank, plc, or any successor thereto. “Reuters Screen LIBO Page” means the

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		display designated as page “LIBO” on the Reuters Monitor Money Rates Service (or any successor to such page or service).
		Manufacturer Specification Change Notice or MSCN—as defined in Clause 2.1.3.
		MSCN—see Manufacturer Specification Change Notice.
		Predelivery Payment—any of the payments made in accordance with Clause 5.2.
		Predelivery Payment Reference Price—as defined in Clause 5.2.2.
		Propulsion Systems—collectively or individually, the A350-800 XWB Propulsion Systems, A350-900 XWB Propulsion Systems and/or A350-1000 XWB Propulsion Systems.
		Ready for Delivery—with respect to any Aircraft, the term applicable to such Aircraft when (i) the Technical Acceptance Process has been successfully completed for such Aircraft and (ii) the Export Certificate of Airworthiness has been issued therefor.
		Resident Customer Support Representative—as set forth in Clause 15.2.1.
		Scheduled Delivery Month—as defined in Clause 9.1.1.
		SCN—see Specification Change Notice.
		Seller Price Revision Formula—as set forth in Exhibit G-1 or G-2, as applicable.
		Service Life Policy—as set forth to in Clause 12.2.
		SFE—see Seller Furnished Equipment.
		Seller Furnished Equipment—as set forth to in Clause 17.1.1.
		Software Products—software, whether bundled with data or not, specifically designed to provide the Buyer with certain maintenance and operation capabilities further detailed in the ANACS Customer Support Catalog.
		Specification—collectively or individually, as applicable, the A350-800 XWB Specification, A350-900 XWB Specification and/or the A350-1000 XWB Specification.
		Specification Change Notice—as defined in Clause 2.1.2.
		Standard Specification—collectively or individually, the A350-800 XWB Standard Specification, the A350-900 XWB Standard Specification, and/or the A350-1000 XWB Standard Specification.

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		Supplier—any supplier of Supplier Parts.
		Supplier Part—any component, equipment, accessory or part installed in an Aircraft at the time of Delivery thereof, not including the Propulsion Systems or Buyer Furnished Equipment, for which there exists a Supplier Product Support Agreement.
		Supplier Product Support Agreement—an agreement between the Seller and a Supplier containing enforceable and transferable warranties (and in the case of landing gear suppliers, service life policies for selected structural landing gear elements).
		Technical Data—as set forth in Exhibit F.
		Technical Acceptance Process—as defined in Clause 8.1.1.
		Termination Event—as defined in Clause 21.1.
		Training Conference—as defined in Clause 16.4.1.
		Training Course Catalog—as defined in Clause 16.4.1.
		Type Certificate—as defined in Clause 7.1.
		Warranted Part—as defined in Clause 12.1.1.
		Warranty Claim—as defined in Clause 12.1.7(v).
		Working Day—with respect to any action to be taken hereunder, a day other than a Saturday, Sunday or other day designated as a holiday in the jurisdiction in which such action is required to be taken.
		The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement, and not a particular Clause thereof. The definition of a singular in this Clause will apply to plurals of the same words.

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		Except for the purposes of and as provided in Clause 22.10, references in this Agreement to an exhibit, schedule, article, section, subsection or clause refer to the appropriate exhibit or schedule to, or article, section, subsection or clause in this Agreement.
		Except for the preceding sentence, each agreement defined in this Clause 0 will include all appendices, exhibits and schedules to such agreement. If the prior written consent of any person is required hereunder for an amendment, restatement, supplement or other modification to any such agreement and the consent of each such person is obtained, references in this Agreement to such agreement will be to such agreement as so amended, restated, supplemented or modified.
		References in this Agreement to any statute will be to such statute as amended or modified and in effect at the time any such reference is operative.
		Technical and trade terms used but not defined herein will be defined as generally accepted in the airline and/or aircraft manufacturing industries or as otherwise described.

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1		SALE AND PURCHASE
		The Seller will manufacture, sell and deliver, and the Buyer will purchase and take delivery of the Aircraft from the Seller, subject to the terms and conditions in this Agreement.

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2		SPECIFICATION
2.1		Specification Documents
2.1.1		The Aircraft will be manufactured in accordance with the applicable Specification.
		The applicable Standard Specification will supersede the applicable ADD at no additional cost to the Buyer and the applicable airframe will be manufactured in accordance with the applicable Standard Specification, as may already have been modified or varied by the ADD specification changes contemplated in Exhibit B-1.B for the Aircraft. It is understood that, subject to the Seller’s certification, industrial and commercial constraints, some equipment currently set forth in the ADD may be replaced by equipment with equivalent functions, but that in no event will the Standard Specification of the Aircraft contain any equipment not having functions at least equivalent to those set forth in the applicable ADD.
		The Seller agrees to promptly inform the Buyer of any applicable Standard Specification evolutions that the Seller is contemplating offering to other airlines for incorporation in the Aircraft.
		Without prejudice to the foregoing, the Seller is currently considering turning certain items that are Buyer Furnished Equipment in the ADD into Seller Furnished Equipment items in the applicable Standard Specification and the parties agree that such Buyer Furnished Equipment items will be excluded from the preceding paragraph and will be chargeable to the Buyer should they become Seller Furnished Equipment; provided, however, that items transferred from Buyer Furnished Equipment to Seller Furnished Equipment will be of equivalent function and form and at no additional charge to the Buyer as compared to the amount that the Buyer would have paid for the original Buyer Furnished Equipment.
2.1.2		Specification Change Notice
		The Specification may be amended in writing by the Buyer and the Seller by a Specification Change Notice in substantially the form set out in Exhibit B-1 (each, an “SCN”). An SCN will set out the SCN’s effectivity and the particular change to be made to the Specification and the effect, if any, of such change on design, performance, weight, Scheduled Delivery Month of the Aircraft affected thereby, interchangeability or replaceability requirements of the Specification and text of the Specification. An SCN may result in an adjustment of the Base Price of the Aircraft, which adjustment, if any, will be specified in the SCN. SCNs will not be binding on either party until signed by persons duly authorized by the Buyer and the Seller, but upon being so signed, will constitute amendments to this Agreement.

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2.1.3		Manufacturer Specification Change Notice
		The Specification may also be amended in writing by the Seller by a Manufacturer’s Specification Change Notice. Each MSCN will be substantially in the form set out in Exhibit B-2 and will set out the MSCN’s effectivity and the particular change to be made to the Specification and the effect, if any, of such change on design, performance, weight, Scheduled Delivery Month of the Aircraft affected thereby, interchangeability or replaceability requirements of the Specification and text of the Specification. MSCNs will be subject to the Buyer’s acceptance, except in the case of Development Changes (as defined below) or changes resulting from Airworthiness Directives, government-mandated regulations arising after the date of the Specification or equipment obsolescence.
2.1.4		Development Changes
		As stated in Clause 2.1.3, changes may be made by the Seller without the Buyer’s consent when changes to the Aircraft do not adversely affect price, Scheduled Delivery Month, weight of the Aircraft affected thereby, **interchangeability requirements or replaceability requirements of the Specifications of the Aircraft affected thereby are deemed by the Seller to be necessary to improve the Aircraft affected thereby, prevent delay or ensure compliance with this Agreement (“Development Changes”). Development Changes will be made by either an MSCN or a manufacturer’s information document prior to Delivery of the relevant Aircraft.
2.2		Customization Milestones Chart
		Within a reasonable period after signature of this Agreement, the Seller will provide the Buyer with a chart called the “Customization Milestones Chart,” defining the lead times before Delivery needed for agreeing on items requested by the Buyer from the Standard Specifications and Configuration Guides CD-ROM.
2.3		Propulsion Systems
		Each Airframe will be equipped with a set of Propulsion Systems. Each Airframe will be equipped with nacelles and thrust reversers.

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3		PRICE
3.1		Base Price of Aircraft
3.1.1		The Base Price of each A350-800 XWB Aircraft is the sum of

	(i)		US $ ** (US dollars—**), representing the price of an A350-800 XWB model aircraft built to the A350-800 XWB Standard Specification (excluding Buyer Furnished Equipment and SCNs), at delivery conditions prevailing in **;
	(ii)		US $ ** (US dollars—**), representing the price of all SCNs in Exhibit B-1.B at delivery conditions prevailing in **; and
	(iii)		the price of any SCNs that may be mutually agreed upon subsequent to signature of this Agreement.

3.1.2

The Base Price of each A350-900 XWB Aircraft is the sum of

	(i)		US $ ** (US dollars—**), representing the price of an A350-900 XWB model aircraft built to the A350-900 XWB Standard Specification (excluding Buyer Furnished Equipment and SCNs), at delivery conditions prevailing in **;
	(ii)		US $ ** (US dollars— **), **at delivery conditions prevailing in **; and
	(iii)		the price of any SCNs that may be mutually agreed upon subsequent to signature of this Agreement.

3.1.3

The Base Price of each A350-1000 XWB Aircraft is the sum of

	(i)		US $ ** (US dollars—**), representing the price of an A350-1000 XWB model aircraft built to the A350-1000 XWB Standard Specification (excluding Buyer Furnished Equipment and SCNs), at delivery conditions prevailing in **;
	(ii)		US $ ** (US dollars— ** the price of all SCNs at delivery conditions prevailing in **; and

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(iii)

the price of any SCNs that may be mutually agreed upon subsequent to signature of this Agreement.

3.2		The Final Contract Price of an Aircraft
		The Final Contract Price of an Aircraft will be the sum of:

	(i)		the Base Price of the applicable Aircraft, adjusted to the Delivery Date of such Aircraft in accordance with the applicable Seller Price Revision Formula;
	(ii)		the price of any SCNs for the Aircraft entered into after the date of signature of this Agreement, as adjusted to the Delivery Date in accordance with the applicable Seller Price Revision Formula; and
	(iii)		any other amount resulting from any other provisions of this Agreement and/or any other written agreement between the Buyer and the Seller relating to the Aircraft.

3.3		Taxes, Duties and Imposts
3.3.1		The Seller 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 Buyer, or any taxes of a similar nature or charges levied against the Buyer or its Affiliates for the privilege of doing business in any jurisdiction, that are (i) imposed upon the Buyer, (ii) imposed upon the Seller with an obligation on the Buyer to withhold or collect the amount thereof from the Seller or (iii) imposed upon the Buyer with an obligation on the Seller to withhold or collect such amount from the Buyer, and that are levied, assessed, charged or collected for or in connection with the fabrication, manufacture, modification, assembly, sale, delivery, use of, or payment by it 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 promulgated and are 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 on or before Delivery of such Aircraft.
		Notwithstanding anything to the contrary in this Clause 3.3.1, the Seller will not be required to bear or pay or to indemnify the Buyer for taxes, imposts, charges, or duties, (i) to the extent imposed as the result of the Buyer’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 Buyer, (iii) that are interest, penalties, fines or additions to tax that would not have been imposed but for any failure by the Buyer to file any tax return or information return in a timely and proper manner, (iv) that are being contested by the Seller in good faith by appropriate proceedings during the pendency of such contest, or (v) that are imposed on

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		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.

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4		PRICE REVISION
		**the Base Price of the Aircraft (and SCN prices) is subject to revision up to and including the Delivery Date, in accordance with the Seller Price Revision Formula in Exhibit G-1 for Base Prices quoted in ** delivery conditions and in Exhibit G-2 for Base Prices (or SCN prices) quoted in ** delivery conditions.

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5		PAYMENT TERMS
5.1		Payments
5.1.1		The Buyer will pay the Predelivery Payments, the Balance of the Final Contract Price and any other amount due hereunder in immediately available funds in United States dollars to the Seller’s account with **, or to such other account within the United States as may be designated by the Seller.
5.1.2		Payments with payment due dates that fall on a Saturday, Sunday or a bank holiday will be due on the first Working Day following such payment due date.
5.2		Predelivery Payments
5.2.1     **
5.2.2     **

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5.2.3		Predelivery Payments will be paid according to the following schedule.
		**
		**
5.2.4		**

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5.2.5		SCN Predelivery Payment
		In addition to Predelivery Payments payable under Clause 5.2.3, the Seller will be entitled to request Predelivery Payments for each SCN executed after signature of this Agreement to the extent that the aggregate price of all SCNs selected by the Buyer exceeds US$ ** (US dollars – **).

		(i)  For each such SCN executed **
		(ii)  For each such SCN executed **

5.3		Initial Payment
		The Seller acknowledges that it has received from the Buyer the sum of US $** (US dollars—**), which represents a nonrefundable fee of $** (US dollars—**) (the “Initial Payment”) for each A350-800 XWB Aircraft. **
5.4		Payment of Balance of the Final Contract Price
		Concurrent with each Delivery, the Buyer will pay to the Seller the Balance of the Final Contract Price for the applicable Aircraft. The Seller’s receipt of the full amount of all Predelivery Payments and of the Balance of the Final Contract Price, including any amounts due under Clause 5.6, will be a condition precedent to the Seller’s obligation to deliver such Aircraft to the Buyer.

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5.5		Application of Payments
		Notwithstanding any other rights the Seller may have at contract or at law, the Buyer and the Seller hereby agree that should any amount (whether under this Agreement or under any other agreement between the Buyer or any of its Affiliates and the Seller or any of its Affiliates and whether at the stated maturity of such amount, by acceleration or otherwise) become due and payable by the Buyer or its Affiliates, and not be paid in full in immediately available funds on the date due, then the Seller will have the right to debit and apply, in whole or in part, the Predelivery Payments paid to the Seller by the Buyer hereunder against such unpaid amount. The Seller will promptly notify the Buyer in writing after such debiting and application, and the Buyer will immediately pay to the Seller the amount owed to comply with Clause 5.2.3.
5.6		Overdue Payments
		If any payment due the Seller is not received by the Seller on the date or dates agreed on between the Buyer and the Seller, the Seller will have the right to claim from the Buyer and the Buyer will promptly pay to the Seller on receipt of such claim interest at the rate **on the amount of such overdue payment, to be calculated from and including the due date of such payment to (but excluding) the date such payment is received by the Seller,** The Seller’s right to receive such interest will be in addition to any other rights of the Seller hereunder or at law.
5.7		Proprietary Interest
		Notwithstanding any provision of law to the contrary, the Buyer will not, by virtue of anything contained in this Agreement (including, without limitation, the making of any Predelivery Payments hereunder, or any designation or identification by the Seller of a particular aircraft as an Aircraft to which any of the provisions of this Agreement refers) acquire any proprietary, insurable or other interest whatsoever in any Aircraft before Delivery of and payment for such Aircraft, as provided in this Agreement.

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5.8 Payment in Full

The Buyer’s obligation to make payments to the Seller hereunder will not be affected by and will be determined without regard to any setoff, counterclaim, recoupment, defense or other right that the Buyer may have against the Seller or any other person and all such payments will be made without deduction or withholding of any kind. The Buyer will ensure that the sums received by the Seller under this Agreement will be equal to the full amounts expressed to be due the Seller hereunder, without deduction or withholding on account of and free from any and all taxes, levies, imposts, duties or charges of whatever nature, except that if the Buyer is compelled by law to make any such deduction or withholding, the Buyer will pay such additional amounts to the Seller as may be necessary so that the net amount received by the Seller after such deduction or withholding will equal the amounts that would have been received in the absence of such deduction or withholding.

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6		INSPECTION
6.1		Manufacture Procedures
		The Airframe will be manufactured in accordance with the requirements of the laws of the jurisdiction of incorporation of the Seller or of its relevant Affiliate as enforced by the Aviation Authority of such jurisdiction.
6.2		Inspection Procedures
6.2.1		All work to be carried out on the Aircraft and all materials and parts thereof will be at all reasonable times open to inspection during business hours by duly authorized representatives of the Buyer or its designee at the works of the relevant manufacture facility of the Seller or its Affiliates and, if possible, at the works of their respective subcontractors. These representatives will have access to such relevant technical data as are reasonably necessary for this purpose (except that, if access to any part of the respective works where construction is in progress or materials or parts are stored is restricted for security reasons, the Seller, its Affiliates and relevant subcontractors, as the case may be, will be allowed a reasonable time to make the items available for inspection elsewhere). The actual detailed inspection of the Aircraft, materials and parts thereof will take place only in the presence of the respective inspection department personnel of the Seller, its Affiliates or relevant subcontractors. The procedures for such inspections will be agreed on with the Buyer before any inspection. The Seller will ensure that such personnel will be available at all reasonable times during business hours as described above.
6.2.2		All inspections, examinations and discussions with the Seller’s or its subcontractors’ engineering or other personnel by the Buyer and its representatives will be performed in such a manner as not to delay or hinder either the work to be carried out on the Aircraft or the proper performance of this Agreement. In no event will the Buyer or its representatives be permitted to inspect any aircraft other than the Aircraft. **
6.3		Representatives
		For the purposes of Clause 6.2, starting at a mutually agreed date and continuing until Delivery of the last Aircraft, the Seller will furnish free-of-charge secretarial assistance and suitable space, office equipment and facilities in or conveniently located with respect to the Delivery Location for the use of not more than ** representatives of the Buyer during the aforementioned period. The Seller will provide internet access, electronic mail, facsimile and a telephone at the Seller’s cost.

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6.4

The Seller and its Affiliates, as applicable, will correct or otherwise resolve any deviations from the applicable Specification discovered during any inspection or examination conducted under this Clause 6.

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7		CERTIFICATION
		Except as set forth in this Clause 7, the Seller will not be required to obtain any certificate or approval with respect to the Aircraft.
7.1		Type Certification
		A type certificate for the Aircraft will have been issued by each of EASA and the FAA in the transport category (each, a “Type Certificate”) prior to Delivery of the first Aircraft.
7.2		Export Certificate of Airworthiness
		Subject to the provisions of Clause 7.3, each Aircraft will be delivered to the Buyer with an Export Certificate of Airworthiness issued by the DGAC or EASA, as applicable, and in a condition enabling the Buyer (or an eligible person under then applicable law) to obtain a Standard Airworthiness Certificate issued pursuant to Part 21 **of the US Federal Aviation Regulations and a Certificate of Sanitary Construction issued by the U.S. Public Health Service Food and Drug Administration. However, the Seller will have no obligation to make and will not be responsible for any costs of alterations or modifications to any Aircraft to enable such Aircraft to meet FAA or U.S. Department of Transportation requirements for specific operation on the Buyer’s routes, except as may be provided pursuant to Clause 7.3, whether before, at or after Delivery of any Aircraft.
7.3		Additional FAA Requirements
		If the FAA requires additional data before the issuance of a Standard Airworthiness Certificate for an Aircraft, the Seller will provide such data at the expense of the Buyer.
7.4		Additional EASA Requirements
7.4.1		If, **is Ready for Delivery, any law, rule or regulation is enacted, promulgated, becomes effective and/or an interpretation of any law, rule or regulation is issued (a “Change in Law”) by the EASA **that requires any change to the Specification for the purposes of obtaining the Export Certificate of Airworthiness, the Seller will make the required modification and the parties will sign an SCN for such modification.
7.4.2		The Seller will as far as practicable, but at its sole discretion and without prejudice to the requirements of Clause 7.4.3, take into account the information available to it concerning any proposed law, rule or regulation or interpretation by the EASA **that could ** become a Change in Law in order to minimize the costs of changes to the Specification if the same becomes such a Change in Law.

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7.4.3		The cost of implementing any modifications referred to in Clause 7.4.1 will be shared equally by the Seller and the Buyer if a Change in Law by the EASA **becomes effective after issuance of a Type Certificate by the EASA but before the Aircraft is Ready for Delivery; **
7.4.4		Notwithstanding the provisions of Clauses 7.4.3, if a Change in Law relates to an item of BFE or to the Propulsion Systems (including to engine accessories, quick engine change units or thrust reversers) the costs relating thereto will be borne in accordance with such arrangements as may be made separately between the Buyer and the manufacturer of the BFE or the Propulsion Systems, as applicable, and the Seller will have no obligation with respect thereto.
7.5		Specification Changes After Delivery
		Nothing in Clause 7.4 will require the Seller to make any changes or modifications to, or to make any payments or take any other action with respect to, any Aircraft that is Ready for Delivery before the compliance date of any law or regulation referred to in Clause 7.4. Any such changes or modifications made to an Aircraft after it is Ready for Delivery will be at the Buyer’s expense.

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8		TECHNICAL ACCEPTANCE
8.1		Technical Acceptance Process
8.1.1		Prior to Delivery, the Aircraft will undergo a technical acceptance process developed by the Seller, **(the “Technical Acceptance Process”). Completion of the Technical Acceptance Process will demonstrate the satisfactory functioning of the Aircraft and will be deemed to demonstrate compliance with the applicable Specification. Should it be established that the Aircraft fails to complete the Technical Acceptance Process satisfactorily, the Seller will without hindrance from the Buyer be entitled to and will carry out any necessary changes to correct the reason for such failure and, as soon as practicable thereafter, resubmit the Aircraft in order to complete the Technical Acceptance Process.
8.1.2		The Technical Acceptance Process will

	(i)		start on a date notified by the Seller to the Buyer at least **in advance,
	(ii)		take place at the Delivery Location,
	(iii)		be carried out by the personnel of the Seller,
	(iv)		include a technical acceptance flight that will not exceed **, and
	(v)		conclude in **.

8.2		Buyer’s Attendance
8.2.1		The Buyer is entitled to attend and observe the Technical Acceptance Process.
8.2.2		If the Buyer attends the Technical Acceptance Process, the Buyer

	(i)		will comply with the reasonable requirements of the Seller, with the intention of completing the Technical Acceptance Process within **and
	(ii)		may have a maximum of ** representatives (no more than ** of whom will have access to the cockpit at any one time) accompany the Seller’s representatives on the technical acceptance flight, during which the Buyer’s representatives will comply with the instructions of the Seller’s representatives.

8.2.3

If the Buyer does not attend or fails to cooperate in the Technical Acceptance Process, the Seller will be entitled to complete the Technical Acceptance Process in compliance with Clause 8.1.1, without the Buyer’s attendance, and the Buyer will be deemed to have accepted that the Aircraft is functioning satisfactorily and is in compliance with the Specification, in all respects.

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8.3		Certificate of Acceptance
		Upon successful completion of the Technical Acceptance Process, the Buyer will, on or before the Delivery Date, sign and deliver to the Seller a certificate of acceptance in respect of the Aircraft in the form of Exhibit D (the “Certificate of Acceptance”). Any discrepancies in the condition of the Aircraft, and any agreements between the Buyer and the Seller with respect thereto, will be documented in a separate agreement, but the same will not, unless otherwise agreed, affect the Buyer’s rights under Clause 12 with respect to such discrepancy.
8.4		Finality of Acceptance
		The Buyer’s signature of the Certificate of Acceptance for the Aircraft will constitute waiver by the Buyer of any right it may have under the Uniform Commercial Code as adopted by the State of New York or otherwise to revoke acceptance of the Aircraft for any reason, whether known or unknown to the Buyer at the time of acceptance.
8.5		Aircraft Utilization
		The Seller will, without payment or other liability, be entitled to use the Aircraft **before Delivery to obtain the certificates required under Clause 7. Such use will not limit the Buyer’s obligation to accept Delivery. **

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9		DELIVERY
9.1		Delivery Schedule
9.1.1		Subject to any delay contemplated by Clauses 2, 7, 8, 10 and 18, the Seller will have the Aircraft Ready for Delivery at the Delivery Location within the following months (each a “Scheduled Delivery Month”).

Year		Number		Aircraft		Scheduled Delivery Month
2014		1 2 3 4		A350-900 XWB Aircraft A350-900 XWB Aircraft A350-900 XWB Aircraft A350-900 XWB Aircraft		** ** ** **
2015		5 6 7 8 9 10		A350-800 XWB Aircraft A350-800 XWB Aircraft A350-800 XWB Aircraft A350-800 XWB Aircraft A350-800 XWB Aircraft A350-800 XWB Aircraft		** ** ** ** ** **
2016		11 12 13 14 15 16 17 18 19 20		A350-800 XWB Aircraft A350-800 XWB Aircraft A350-800 XWB Aircraft A350-800 XWB Aircraft A350-800 XWB Aircraft A350-800 XWB Aircraft A350-800 XWB Aircraft A350-800 XWB Aircraft A350-800 XWB Aircraft A350-800 XWB Aircraft		** ** ** ** ** ** ** ** ** **
2017		21 22		A350-800 XWB Aircraft A350-800 XWB Aircraft		** **
TOTAL		22

9.1.2		Delivery Notices
9.1.2.1		**.
9.1.2.2		**
9.1.2.3		**
9.2		Delivery Process

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9.2.1

The Buyer will send its representatives to the Delivery Location to take Delivery within **after the date on which the Aircraft is Ready for Delivery.

9.2.2

The Seller will transfer title to the Aircraft to the Buyer free and clear of all encumbrances other than those arising by or through the Buyer, provided that the Balance of the Final Contract Price has been paid by the Buyer, pursuant to Clause 5.4 and that the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Clause 8.3. The Seller will provide the Buyer with a ▇▇▇▇ of sale in the form of Exhibit E and/or such other documentation confirming transfer of title and receipt of the Final Contract Price as may reasonably be requested by the Buyer. Property interest in and risk of loss of or damage to the Aircraft will pass to the Buyer contemporaneously with the delivery by the Seller to the Buyer of such ▇▇▇▇ of sale.

9.2.3

If (i) the Buyer fails to deliver the signed Certificate of Acceptance to the Seller on or before the Delivery Date, or (ii) the Buyer fails to pay the Balance of the Final Contract Price for the Aircraft to the Seller on the Delivery Date, then the Buyer will be deemed to have rejected Delivery wrongfully when the Aircraft was duly tendered pursuant to this Agreement. If such a deemed rejection arises, the Seller will retain title to the applicable Aircraft and the Buyer will indemnify and hold the Seller harmless against any and all costs (including but not limited to any parking, storage, and insurance costs) and consequences resulting from the Buyer’s rejection. These rights of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement.

9.3

Flyaway

9.3.1

The Buyer and the Seller will cooperate to obtain any licenses that may be required by the relevant Aviation Authority for the purpose of exporting the Aircraft.

9.3.2

All expenses of, or connected with, flying the Aircraft from the Delivery Location after Delivery will be borne by the Buyer. The Buyer will make direct arrangements with the supplying companies for the fuel and oil required for all delivery flights.

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10		EXCUSABLE DELAY AND TOTAL LOSS
10.1		Scope of Excusable Delay
		Neither the Seller nor any Affiliate of the Seller, will be responsible for or be deemed to be in default on account of delays in delivery or failure to deliver or otherwise in the performance of this Agreement or any part hereof due to causes reasonably beyond the Seller’s control or not occasioned by the Seller’s fault or negligence (“Excusable Delay”), including, but not limited to: (i) acts of God or the public enemy, natural disasters, fires, floods, storms beyond ordinary strength, explosions or earthquakes; epidemics or quarantine restrictions; serious accidents; total or constructive total loss; any law, decision, regulation, directive or other act (whether or not having the force of law) of any government or of the Council of the European Union or the Commission of the European Union or of any national, Federal, State, municipal or other governmental department, commission, board, bureau, agency, court or instrumentality, domestic or foreign; governmental priorities, regulations or orders affecting allocation of materials, facilities or a completed Aircraft; war, civil war or warlike operations, terrorism, insurrection or riots; failure of transportation ** strikes or labor troubles causing cessation, slow down or interruption of work; inability after due and timely diligence to procure materials, accessories, equipment or parts or to cause a subcontractor or Supplier to furnish materials, components, accessories, equipment or parts; **(iii) any delay caused directly or indirectly by the action or inaction of the Buyer, and (iv) delay in delivery or otherwise in the performance of this Agreement by the Seller due in whole or in part to any delay in or failure of the delivery of, or any other event or circumstance relating to **BFE.
10.2		Consequences of Excusable Delay
10.2.1		If an Excusable Delay occurs,

(a)

the Seller will

	(i)		notify the Buyer of such Excusable Delay as soon as practicable after becoming aware of the same;
	(ii)		not be deemed to be in default in the performance of its obligations hereunder as a result of such Excusable Delay;
	(iii)		not be responsible for any damages arising from or in connection with such Excusable Delay suffered or incurred by the Buyer; and

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(iv)

subject to the provisions of Clause 10.3 below, as soon as practicable after the removal of the cause of such Excusable Delay, resume performance of its obligations under this Agreement and notify the Buyer of the revised Scheduled Delivery Month**

10.3

Termination on Excusable Delay

10.3.1

If any Delivery is delayed as a result of an Excusable Delay for a period of more than ** after the last day of the Scheduled Delivery Month, then either party may terminate this Agreement with respect to the affected Aircraft, by giving written notice to the other party within ** after the expiration of such **. However, the Buyer will not be entitled to terminate this Agreement pursuant to this Clause 10.3.1 if the Excusable Delay is caused directly or indirectly by the action or inaction of the Buyer.

10.3.2

If the Seller advises the Buyer of a revised Scheduled Delivery Month pursuant to Clause 10.2.1(iv) that there will be a delay in Delivery of an Aircraft of more than ** after the last day of the Scheduled Delivery Month, then the Buyer may terminate this Agreement with respect to the affected Aircraft. Termination will be made by giving written notice to the other party within ** after the Buyer’s receipt of the notice of a revised Scheduled Delivery Month. However, the Buyer will not be entitled to terminate this Agreement pursuant to this Clause 10.3.2 if the Excusable Delay is caused directly or indirectly by the action or inaction of the Buyer.

10.3.3

Any termination pursuant to Clause 10.3.1 or 10.3.2 with respect to an affected Aircraft will discharge the obligations and liabilities of the parties hereunder with respect to such Aircraft,**.

10.3.4

If this Agreement is not terminated under the terms of Clause 10.3.1 or 10.3.2, then the Seller and the Buyer will mutually agree upon a new Scheduled Delivery Month after the ** period referred to in Clause 10.3.1 or 10.3.2, and this new Scheduled Delivery Month will be deemed to be an amendment to the applicable Scheduled Delivery Month in Clause 9.1.1.

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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.

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11		INEXCUSABLE DELAY
11.1		Liquidated Damages
		Should an Aircraft not be Ready for Delivery within ** after the last day of the Scheduled Delivery Month (as such month may be changed pursuant to Clauses 2, 7 or 10) and such delay is not as a result of an Excusable Delay or Total Loss, then such delay will be termed an “Inexcusable Delay.” In the event of an Inexcusable Delay, the Buyer will have the right to claim, and the Seller will pay the Buyer liquidated damages of US $ **)
		In no event will the amount of liquidated damages exceed the total of US $ ** (US dollars—**) in respect of any one Aircraft.
		The Buyer’s right to liquidated damages in respect of an Aircraft is conditioned on the Buyer’s submitting a written claim for liquidated damages to the Seller not later than ** after the last day of the Scheduled Delivery Month.
11.2		Renegotiation
		If, as a result of an Inexcusable Delay, Delivery does not occur within ** after the last day of the Scheduled Delivery Month the Buyer will have the right, exercisable by written notice to the Seller given ** to require from the Seller a renegotiation of the Scheduled Delivery Month for the affected Aircraft. Unless otherwise agreed between the Seller and the Buyer during such renegotiation, the said renegotiation will not prejudice Buyer’s right to receive liquidated damages in accordance with Clause 11.1.
11.3		Termination
		If, as a result of an Inexcusable Delay, Delivery does not occur within ** after the last day of the Scheduled Delivery Month and the parties have not renegotiated the Delivery Date pursuant to Clause 11.2, then both parties will have the right exercisable by written notice to the other party, given between ** to terminate this Agreement in respect of the affected Aircraft. In the event of termination, neither party will have any claim against the other, except that the Seller will pay to the Buyer any amounts due pursuant to Clause 11.1 and will pay the Buyer an amount equal to the Predelivery Payments received from the Buyer hereunder in respect of the Aircraft as to which this Agreement has been terminated.

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11.4		Remedies
		THIS CLAUSE 11 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 10, 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 11 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 11 IS CAUSED BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.

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12		WARRANTIES AND SERVICE LIFE POLICY
12.1		Warranty
12.1.1		Nature of Warranty
		Subject to the limitations and conditions hereinafter provided, and except as provided in Clause 12.1.2, the Seller warrants to the Buyer that each Aircraft and each Warranted Part will at the time of Delivery hereunder be free from defects:

	(i)		in material,
	(ii)		in workmanship, including, without limitation, processes of manufacture,
	(iii)		in design (including, without limitation, selection of materials parts and components) having regard to the state of the art at the date of such design, and
	(iv)		arising from failure to conform to the Specification, except as to immaterial deviations from those portions of the Specification that are expressly stated in the Specification to be estimates or approximations or design aims.

		For the purposes of this Agreement, the term “Warranted Part” will mean any Seller proprietary component, equipment, accessory or part that (a) is installed on or incorporated into an Aircraft at Delivery, (b) is manufactured to the detail design of the Seller or a subcontractor of the Seller and (c) bears a part number of the Seller at the time of Delivery.
12.1.2		Exceptions
		The warranties set forth in Clause 12.1.1 will not apply to Buyer Furnished Equipment, Propulsion Systems, or to any component, accessory, equipment or part purchased by the Buyer or the Seller ** that is not a Warranted Part, provided, however, that:

(i)

any defect in the Seller’s workmanship in respect of the installation of such items in or on the Aircraft, including any failure by the Seller to conform to the installation instructions of the manufacturers of such items that invalidates any applicable warranty from such manufacturers, will constitute a defect in workmanship for the purpose of this Clause 12.1 and be covered by the warranty set forth in Clause 12.1.1(ii), and

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(ii)

any defect inherent in the Seller’s design of the installation, considering the state of the art at the date of such design, that impairs the use or function of such items will constitute a defect in design for the purposes of this Clause 12.1 and be covered by the warranty set forth in Clause 12.1.1(iii).

12.1.3		Warranty Periods
		The warranties described in Clauses 12.1.1 and 12.1.2 will be limited to those defects that become apparent within ** after Delivery of the affected Aircraft (the “Warranty Period”).
12.1.4		Limitations of Warranty

	(i)		The Buyer’s remedy and the Seller’s obligation and liability under Clauses 12.1.1 and 12.1.2 are limited to, at the Seller’s expense and option, the repair, replacement or correction of, or the supply of modification kits rectifying the defect to any defective Warranted Part, as mutually agreed between and satisfactory to the Buyer and the Seller, ** However, the Seller may furnish a credit to the Buyer for the future purchase of Goods and Services (not including Aircraft) equal to the price at which the Buyer is then entitled to acquire a replacement for the defective Warranted Part.
	(ii)		If the Seller corrects a defect covered by Clause 12.1.1(iii) that becomes apparent within the Warranty Period, on the written request of the Buyer the Seller will correct any such defect in any Aircraft that has not already been delivered to the Buyer. The Seller will not be responsible for, nor deemed to be in default on account of, any delay in Delivery of any Aircraft or otherwise, in respect of performance of this Agreement, due to the Seller’s undertaking to make such correction. In the alternative, the Buyer and the Seller may agree to deliver such Aircraft with subsequent correction of the defect by the Buyer at the Seller’s expense, or the Buyer may elect to accept Delivery and thereafter file a Warranty Claim as though the defect had become apparent immediately after Delivery of such Aircraft.
	(iii)		**

12.1.5

Cost of Inspection

(i)

In addition to the remedies set forth in Clauses 12.1.4(i) and 12.1.4(ii), the Seller will reimburse the direct labor costs spent by the Buyer in performing inspections of the Aircraft that are conducted:

(a)

to determine whether a defect exists in any Warranted Part within the Warranty Period; or

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(b)

pending the Seller’s provision of a corrective technical solution.

(ii)

The Seller’s liability under Clause 12.1.5(i) is subject to the following conditions:

	(a)		such inspections are recommended by a Seller Service Bulletin to be performed within the Warranty Period;
	(b)		the labor rate for the reimbursements will be the In-house Warranty Labor Rate, and
	(c)		the hours used to determine such reimbursement will not exceed the Seller’s estimate of the labor hours required for such inspections. **

12.1.6		Warranty Claim Requirements
		The Buyer’s remedy and the Seller’s obligation and liability under this Clause 12.1, with respect to each claimed defect, are subject to the following conditions precedent:

	(i)		the existence of a defect covered by the provisions of this Clause 12.1,
	(ii)		the defect becomes apparent within the Warranty Period, **
	(iii)		the Buyer submits to the Seller evidence reasonably satisfactory to the Seller that the claimed defect is due to a matter covered under the provisions of this Clause 12. **the Buyer will submit additional information as deemed necessary by the Seller to make a determination that such defect did not result from any act or omission of the Buyer, including but not limited to, any failure to operate and maintain the affected Aircraft or part thereof in accordance with the standards set forth in Clause 12.1.11 or from any act or omission of any third party,
	(iv)		the Buyer returns as soon as practicable the Warranted Part claimed to be defective to the repair facilities designated by the Seller, unless the Buyer elect to repair a defective Warranted Part in accordance with the provisions of Clause 12.1.8,
	(v)		the Seller receives a “Warranty Claim” complying with the provisions of Clause 12.1.7(v).

12.1.7

Warranty Administration

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The warranties set forth in Clause 12.1 will be administered as hereinafter provided:

	(i)		Claim Determination. Determination as to whether any claimed defect in any Warranted Part entitles the Buyer to a remedy under this Clause 12.1 will be made by the Seller, in consultation with the Buyer, and will be based on claim details, reports from the Seller’s regional representative, historical data logs, inspections, tests, findings during repair, defect analysis and other relevant documents and information.
	(ii)		Transportation Costs. Transportation costs associated with (a) the sending of a defective Warranted Part as to which a remedy is available under this Clause 12 to the facilities designated by the Seller**
	(iii)		On-Aircraft Work by the Seller. If either (a) the Seller determines that a defect subject to this Clause 12.1 requires the dispatch by the Seller of a working team to the facilities of the Buyer to repair or correct such defect, **or (b) the Seller accepts the return of an Aircraft to perform or have performed a repair or correction, then, the labor costs for such on-Aircraft work will be borne by the Seller.
			On-Aircraft work by the Seller will be undertaken only if, in the Seller’s opinion, the work requires the Seller’s technical expertise. In such case, the Seller and the Buyer will agree on a schedule and place for the work to be performed.
	(iv)		Return of an Aircraft. If the Buyer desires to return an Aircraft to the Seller for consideration of a Warranty Claim, the Buyer will notify the Seller of its intention to do so, and the Seller will, prior to such return, have the right to inspect such Aircraft, and without prejudice to the Seller’s rights hereunder, to repair such Aircraft either at the Buyer’s facilities or at another mutually acceptable location at the Seller’s expense. If the Seller agrees that the return or movement of the Aircraft to another facility is necessary to effect the repair or correction, the Aircraft will be transported to and from such facility at the Seller’s expense.
			If the Seller does not agree that the return of an Aircraft is necessary for the handling of a Warranty Claim, then the return of such Aircraft by the Buyer to the Seller and return of such Aircraft to the Buyer’s facilities will be at the Buyer’s expense.
	(v)		Warranty Claim Substantiation. For each claim under this Clause 12.1, the Buyer will give written notice to the Seller that contains at least the data listed below, **with respect to an Aircraft or Warranted Part, as applicable (“Warranty Claim”). The Buyer will **provide to the Seller a

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Warranty Claim within ** but in no event later than ** of discovering each defect giving rise to a warranty claim under Clause 12.1.

	(a)		Description of the defect and any action taken
	(b)		Date of incident and/or removal
	(c)		Description of the Warranted Part claimed to be defective
	(d)		Part number
	(e)		Serial number (if applicable)
	(f)		Position on Aircraft, according to Catalog Sequence Number of the Illustrated Parts Catalog, ** Component Maintenance Manual or Structural Repair Manual, as applicable
	(g)		Total flying hours or calendar times, as applicable, at the date of appearance of a defect **
	(h)		Time since last shop visit at the date of appearance of defect **
	(i)		Manufacturer’s serial number (MSN) of the Aircraft and/or its registration number
	(j)		Aircraft total flying hours and/or number of landings at the date of appearance of defect
	(k)		Claim number
	(l)		Date of claim
	(m)		Date of delivery of an Aircraft or Warranted Part to the Buyer
	Warranty Claims are to be addressed as follows:

Airbus S.A.S.
Customer Services Directorate
Warranty Administration
Rond-Point ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇.▇. ▇▇
▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇

	(vi)		Replacements. ** Replaced components, equipment, accessories or parts will become the Seller’s property.
			Title to and risk of loss of any Aircraft, component, accessory, equipment or part returned by the Buyer to the Seller will at all times remain with the Buyer, except that (i) when the Seller has possession of a returned Aircraft, component, accessory, equipment or part to which the Buyer has title, the Seller will have such responsibility therefor as is chargeable by law to a bailee for hire, but the Seller will not be liable for loss of use, and (ii) title to and risk of loss of a returned component, accessory, equipment

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			or part will pass to the Seller on shipment by the Seller to the Buyer of any item furnished by the Seller to the Buyer as a replacement therefor or on the Seller’s issuance of a credit with respect thereto. Upon the Seller’s shipment to the Buyer of any replacement component, accessory, equipment or part provided by the Seller pursuant to this Clause 12.1, title to and risk of loss of such component, accessory, equipment or part will pass to the Buyer.
	(vii)		Seller’s Acceptance and Rejection. ** The Seller will provide reasonable written substantiation in case of rejection of a Warranty Claim. The Buyer will pay the Seller (a) reasonable inspection and test charges incurred by the Seller in connection with the investigation and processing of a rejected Warranty Claim, **
	(viii)		Inspection. The Seller will have the right to inspect the affected Aircraft and documents and other records relating thereto in the event of any claim under this Clause 12.1 on reasonable prior written notice to the Buyer and such inspection will not unreasonably interfere with the Buyer’s operation and personnel.

12.1.8

In-house Warranty Repair

	(i)		Authorization. The Buyer is hereby authorized to repair Warranted Parts, subject to the terms of this Clause 12.1.8 (“In-house Warranty Repair”). When the estimated labor cost of an In-house Warranty Repair exceeds US$** (US dollars — **), the Buyer will notify the Resident Customer Support Representative if available of its decision to perform any In-house Warranty Repairs before such repairs are commenced. Such Buyer’s notice will include sufficient detail regarding the defect, estimated or actual labor hours and material, as applicable, to allow the Seller to ascertain the reasonableness of the estimate. **
	(ii)		Conditions of Authorization. The Buyer will be entitled to the benefits under this Clause 12.1.8 for repair of Warranted Parts:

	(a)		**
	(b)		if adequate facilities and qualified personnel are available to the Buyer,

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	(c)		if repairs are to be performed in accordance with the Seller’s written instructions set forth in applicable Technical Data, **
	(d)		only to the extent reasonably necessary to correct the defect, in accordance with the standards set forth in Clause 12.1.11.

	(iii)		Seller’s Rights. The Seller will have the right to require the delivery to it of any Warranted Part, or any part removed therefrom that is claimed to be defective, if, in the Seller’s judgment, the nature of the claimed defect requires technical investigation. Such delivery will be subject to the provisions of Clause 12.1.7(ii).
			Subject to applicable safety rules, the Seller will have the right to have a representative present as an observer during the disassembly, inspection and testing of any Warranted Part claimed to be defective. Such representatives will not unreasonably interfere with the Buyer’s operation and personnel.
	(iv)		In-house Warranty Claim Substantiation. Claims for In-house Warranty Repair credit will comply with the requirements in Warranty Claims under Clause 12.1.7(v) and in addition, to the extent ascertainable, will include:

	(a)		A report of technical findings with respect to the defect, if applicable
	(b)		For parts required to remedy the defect

	§		part numbers,
	§		serial numbers (if applicable),
	§		description of the parts,
	§		quantity of parts,
	§		unit price of parts,
	§		related Seller’s or third party’s invoices (if applicable),
	§		total price of parts

	(c)		Detailed number of labor hours
	(d)		In-house Warranty Labor Rate
	(e)		Total claim amount

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(v)

Credit. The Buyer’s sole remedy, and the Seller’s sole obligation and liability, in respect of In-house Warranty Repair claims, will be a credit to the Buyer’s account. Such credit will be equal to the sum of the direct labor cost expended in performing such repair and the direct cost of materials incorporated in the repair. Such costs will be determined as set forth below.

	(a)		To determine direct labor costs, only the labor hours spent on ** disassembly, inspection, repair, reassembly, and final inspection and test ** of the Warranted Part alone will be counted. The hours required for maintenance work concurrently being carried out on the Aircraft or Warranted Part will not be included.
	(b)		The labor hours counted as set forth above will be multiplied by the In-house Warranty Labor Rate. Such rate is deemed to represent the Buyer’s composite average hourly labor rate paid to the Buyer’s employees or to a third party that the Buyer has authorized to perform the repair, whose jobs, in both cases, are directly related to the performance of the repair. This labor rate is US$** (US dollars ** prevailing in ** (the “In-house Warranty Labor Rate”).
			The In-house Warranty Labor Rate is subject to adjustment annually by multiplying the same by the ratio ECIn/ECIb. For the purposes of this Clause 12.1.8(v) only, ECIn is equal to the Labor Index defined in the Seller Price Revision Formula for January of the year in which the hours are spent and ECIb is equal to such Labor Index for **.
	(c)		Direct material costs are determined by the prices at which the Buyer acquired such replacement material, excluding any parts and materials used for overhaul or repair furnished free of charge by the Seller.

	(vi)		Limitation on Credit. The Buyer will in no event be credited for repair costs (including labor and material) for any Warranted Part to the extent that such repair costs exceed, the lower of, (x) ** the Seller’s then current catalog price for a replacement of such Warranted Part **
			The Seller will substantiate the costs referred to in Clause 12.1.8(vi)(y) in writing on reasonable request by the Buyer.

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	(vii)		Scrapped Material. The Buyer may, with the agreement of the Resident Customer Support Representative, scrap any defective Warranted Parts that are beyond economic repair and not required for technical evaluation. If the Buyer does not obtain the written agreement of the Resident Customer Support Representative to scrap a Warranted Part, then the Buyer will retain such Warranted Part and any defective part removed from a Warranted Part during repair for a period of either ** after the date of completion of repair or **after submission of a claim for In-house Warranty Repair credit relating thereto, whichever is longer. Such parts will be returned to the Seller within **
	(viii)		DISCLAIMER OF SELLER LIABILITY FOR BUYER’S REPAIR
			THE SELLER WILL NOT BE LIABLE FOR, AND THE BUYER WILL INDEMNIFY THE SELLER AGAINST, CLAIMS OF ANY THIRD PARTIES FOR LOSSES DUE TO ANY DEFECT, NONCONFORMANCE OR PROBLEM OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF WARRANTED PARTS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12.1.8 OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12.1.8, WHETHER SUCH CLAIM IS ASSERTED IN CONTRACT OR IN TORT, OR IS PREMISED ON ALLEGED, ACTUAL, IMPUTED, ORDINARY OR INTENTIONAL ACTS OR OMISSIONS OF THE BUYER OR THE SELLER.

12.1.9		Warranty Transferability
		The warranties provided for in this Clause 12.1 for any Warranted Part will accrue to the benefit of any operator other than the Buyer if the Warranted Part enters into the possession of such operator as a result of a pooling agreement between such operator and the Buyer, in accordance with the terms and subject to the limitations and exclusions of the foregoing warranties and to applicable laws or regulations.
12.1.10		Warranty for Corrected, Replacement or Repaired Warranted Parts
		Whenever any Warranted Part that contains a defect for which the Seller is liable under this Clause 12.1 has been corrected, repaired or replaced pursuant to the terms of this Clause 12, the period of the Seller’s warranty with respect to such corrected, repaired or replacement Warranted Part, will be the remaining portion of the original Warranty Period in respect of such corrected, repaired or replaced

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		Warranted Part. If a defect is attributable to a defective repair or replacement by the Buyer, a Warranty Claim with respect to such defect will be rejected, notwithstanding any subsequent correction or repair, and will immediately terminate the remaining warranties under this Clause 12.1 in respect of the affected Warranted Part.
12.1.11		Standard Airline Operation — Normal Wear and Tear
		The Buyer’s rights under this Clause 12.1 are subject to the Aircraft and each component, equipment, accessory and part thereof being maintained, overhauled, repaired and operated in accordance with FAA regulations**
		The Seller’s liability under this Clause 12.1 will not extend to normal wear and tear nor, to the extent caused by any of the following:

	(i)		any Aircraft or component, equipment, accessory or part thereof that has been repaired, altered or modified after Delivery in a manner inconsistent with the requirements of the applicable Aviation Authority or the aircraft repair manuals, as applicable;
	(ii)		any component, equipment or accessory or part thereof that has been operated in a damaged state**
	(iii)		any component, equipment, accessory or part from which the trademark, trade name, part or serial number or other identification marks have been removed.

		The limitations of the Seller’s liability under this Clause 12.1.11 resulting from causes described in Clauses 12.1.11(i) and 12.1.11(ii) will apply only to the extent the Seller submits reasonable evidence that the defect arose from or was contributed to by such causes.
12.2		Seller Service Life Policy
12.2.1		Scope and Definitions
		In addition to the warranties set forth in Clause 12.1, the Seller agrees that, should a Failure occur in any Item (as such terms are defined below), then, subject to the general conditions and limitations set forth in Clauses 12.2.3 and 12.2.4, the provisions of this Clause 12.2 will apply.
		For the purposes of this Clause 12.2,

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	(i)		“Item” means any of the Seller components, equipment, accessories or parts listed in Exhibit C that are installed on an Aircraft at any time during the period of effectiveness of the Service Life Policy as defined below in Clause 12.2.2;
	(ii)		“Failure” means any breakage of, or defect in, an Item that

	(a)		materially impairs the utility or safety of the Item,
	(b)		did not result from any breakage or defect in any other Aircraft part or component or from any other extrinsic force, and
	(c)		has occurred or can reasonably be expected to occur, but does not necessarily occur, on a repetitive or fleetwide basis.

		The Seller’s obligations under this Clause 12.2 are referred to as the “Service Life Policy”.
12.2.2		Periods and Seller’s Undertaking
		Subject to the general conditions and limitations set forth in Clause 12.2.4, the Seller agrees that if a Failure occurs in an Item within ** after the Delivery of the Aircraft on which such Item is installed, the Seller will, at its discretion, as promptly as practicable and for a price that reflects the Seller’s financial participation as hereinafter provided:

	(i)		design and furnish to the Buyer a ** correction for such Item and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts), or
	(ii)		replace such Item.

12.2.3		Seller’s Participation in the Cost
		Any part or Item that the Seller is required to furnish to the Buyer under this Service Life Policy will be furnished at the Seller’s current sales price therefor, less the Seller’s financial participation, which will be determined in accordance with the following formula:
		P = C ( N — T ) / N
		where
		P: financial participation of the Seller,

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			C: the Seller’s then current sales price for the required Item or required Seller designed parts,
			T: total time in months since Delivery of the Aircraft in which the Item subject to a Failure was originally installed, and
			N: **.

12.2.4		General Conditions and Limitations
12.2.4.1		Notwithstanding any provision of this Clause 12.2, during the Warranty Period, all Items will be covered by the provisions of Clause 12.1 and not by the provisions of this Clause 12.2.
12.2.4.2		The Buyer’s remedies and the Seller’s obligations and liabilities under this Service Life Policy are subject to compliance by the Buyer with the following conditions:

	(i)		The Buyer will generate and maintain log books and other historical records as required by the FAA, and will retain the same for the duration of this Service Life Policy, with respect to each Item adequate to enable the determination as to whether the alleged Failure is covered by this Service Life Policy and, if so, to allocate the portion of the cost to be borne by the Seller in accordance with Clause 12.2.3.
	(ii)		The Buyer will keep the Seller informed, by making available any relevant records ** of any significant incidents relating to an Aircraft, howsoever occurring or recorded.
	(iii)		The conditions of Clause 12.1.11 will have been complied with.
	(iv)		The Buyer will implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller and the Buyer. Such programs will be, to the extent possible, compatible with the Buyer’s operational requirements and will be carried out at the Buyer’s expense. Reports relating thereto will be regularly furnished to the Seller **
	(v)		The Buyer will report in writing any breakage or defect that may be covered by the Service Life Policy to the Seller within ** after such breakage or defect becomes apparent, whether or not the same can reasonably be expected to occur in any other Aircraft, and the Buyer will inform the Seller in sufficient detail about such breakage or defect to enable the Seller to determine whether the same is subject to this Service Life Policy.

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12.2.4.3		Except as otherwise provided in this Clause 12.2, any claim under this Service Life Policy will be administered as provided in, and will be subject to the terms and conditions of, Clause 12.1.6.
12.2.4.4		If the Seller has issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller will offer the necessary modification kit free of charge or under a pro rata formula established by the Seller. If such a kit is so offered to the Buyer, then, in respect of such Failure and any Failures that could ensue therefrom, the Seller’s commitment under this Clause 12.2 will be subject to the Buyer’s incorporating such modification in the relevant Aircraft, within a reasonable time, as promulgated by the Seller and in accordance with the Seller’s instructions.
12.2.4.5		THIS SERVICE LIFE POLICY IS NEITHER A WARRANTY, PERFORMANCE GUARANTEE, NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION UNDER THIS CLAUSE 12.2 IS TO MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR FURNISH REPLACEMENTS THEREFOR AS PROVIDED IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NONPERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY WILL BE ** LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NONPERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.
12.2.5		Transferability
		The Buyer’s rights under this Clause 12.2 will not be assigned, sold, transferred or otherwise alienated by operation of law or otherwise, without the Seller’s prior written consent.

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		Any unauthorized assignment, sale, transfer or other alienation of the Buyer’s rights under this Service Life Policy will, as to the Aircraft involved, immediately void this Service Life Policy in its entirety.
12.3		Supplier Warranties and Service Life Policy
12.3.1		Seller’s Support
		Before Delivery of the first Aircraft, the Seller will provide the Buyer with the warranties and service life policies that the Seller has obtained pursuant to the Supplier Product Support Agreements.
12.3.2		Supplier’s Default
12.3.2.1		If any Supplier under any warranty referred to in Clause 12.3.1 defaults in the performance of any material obligation under such warranty with respect to a Supplier Part, the Buyer has used its best efforts to enforce its rights under such warranty, and the Buyer submits reasonable evidence, within a reasonable time, that such default has occurred, then Clause 12.1 of this Agreement will apply to the extent it would have applied had such Supplier Part been a Warranted Part, to the extent the Seller can reasonably perform said Supplier’s obligations, except that the Supplier’s warranty period indicated in the applicable Supplier Product Support Agreement will apply.
12.3.2.2		If any Supplier under any service life policy referred to in Clause 12.3.1 defaults in the performance of any material obligation under such service life policy with respect to a Supplier Part, the Buyer has used best efforts to enforce its rights under such service life policy, and the Buyer submits within a reasonable time to the Seller reasonable evidence that such default has occurred, then Clause 12.2 will apply to the extent the same would have applied had such Supplier Part been listed in Exhibit C, to the extent that the Seller can reasonably perform said Supplier’s service life policy.
12.3.2.3		At the Seller’s request, the Buyer will assign to the Seller, and the Seller will be subrogated to, all of the Buyer’s rights against the relevant Supplier with respect to, and arising by reason of, such default and the Buyer will provide reasonable assistance to enable the Seller to enforce the rights so assigned.

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12.4		Interface Commitment
12.4.1		Interface Problem
		If the Buyer experiences any technical problem in the operation of an Aircraft or its systems, the cause of which, after due and reasonable investigation, is not readily identifiable by the Buyer, but which the Buyer reasonably believes to be attributable to the design characteristics of one or more components of the Aircraft and/or its systems (an “Interface Problem”), the Seller will, if requested by the Buyer, and without additional charge to the Buyer, promptly conduct or have conducted an investigation and analysis of such problem to determine, if possible, the cause or causes of the problem and to recommend such corrective action as may be feasible, provided, however, that if the Seller determines, after such investigation, that the Interface Problem was due to or caused by any act or omission of the Buyer in its performance of its obligations hereunder, the Buyer will pay to the Seller all reasonable costs and expenses incurred by the Seller during such investigation. The Buyer will furnish to the Seller all data and information relevant to the Interface Problem in its possession and will reasonably cooperate with the Seller in the conduct of the Seller’s investigations and such tests as may be required. At the conclusion of such investigation the Seller will promptly advise the Buyer in writing of the Seller’s opinion as to the cause or causes of the Interface Problem and the Seller’s recommendations as to corrective action.
12.4.2		Seller’s Responsibility
		If the Seller determines that the Interface Problem is primarily attributable to the design of a Warranted Part, the Seller will, if requested by the Buyer, take prompt action to correct the design of such Warranted Part, pursuant to the terms and conditions of Clause 12.1.
12.4.3		Supplier’s Responsibility
		If the Seller determines that the Interface Problem is primarily attributable to the design of any Supplier Part, the Seller will at the Buyer’s request, assist the Buyer in processing any warranty claim the Buyer may have against the manufacturer of such Supplier Part. **
12.4.4		Joint Responsibility
		If the Seller determines that the Interface Problem is attributable partially to the design of a Warranted Part and partially to the design of any Supplier Part, the Seller will, if requested by the Buyer, seek a solution to the Interface Problem through cooperative efforts of the Seller and any Supplier(s) involved. The Seller will promptly advise the Buyer of any corrective action proposed by the Seller

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		and any such Supplier(s). Such proposal will be consistent with any then existing obligations of the Seller hereunder and of any such Supplier to the Buyer. Such corrective action, unless reasonably rejected by the Buyer, will constitute full satisfaction of any claim the Buyer may have against either the Seller or any such Supplier(s) with respect to such Interface Problem, unless such corrective action does not resolve the Interface Problem.
12.4.5		General
12.4.5.1		All requests under this Clause 12.4 will be directed both to the Seller and the affected Suppliers.
12.4.5.2		Except as specifically set forth in this Clause 12.4, this Clause 12.4 will not be deemed to impose on the Seller any obligations not expressly set forth elsewhere in this Agreement.
12.4.5.3		All reports, recommendations, data and other documents furnished by the Seller to the Buyer pursuant to this Clause 12.4 will be deemed to be delivered under this Agreement and will be subject to the terms, covenants and conditions set forth in this Clause 12 and in Clause 22.7.
12.5		Exclusivity of Warranties
		THIS CLAUSE 12 (INCLUDING ITS SUBPROVISIONS) SETS FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED BY THE SELLER UNDER THIS AGREEMENT.
		THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS CLAUSE 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS AND SERVICES SUPPLIED UNDER THIS AGREEMENT. THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED BY THE SELLER UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:

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	(1)		ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY GENERAL OR PARTICULAR PURPOSE;
	(2)		ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
	(3)		ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;
	(4)		ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO, ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;
	(5)		ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;
	(6)		ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR AGENCY;
	(7)		ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

	(a)		LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;
	(b)		LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;
	(c)		LOSS OF PROFITS AND/OR REVENUES;
	(d)		ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IF ANY PROVISION OF THIS CLAUSE 12 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE

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		UNENFORCEABLE, THE REMAINDER OF THIS CLAUSE 12 WILL REMAIN IN FULL FORCE AND EFFECT.
		FOR THE PURPOSE OF THIS CLAUSE 12.5, “SELLER” WILL BE UNDERSTOOD TO INCLUDE THE SELLER, ITS AFFILIATES AND SUPPLIERS.
		**
12.6		Duplicate Remedies
		The remedies provided to the Buyer under this Clause 12 as to any defect in respect of the Aircraft or any part thereof are mutually exclusive and not cumulative. The Buyer will be entitled to the remedy that provides the maximum benefit to it, as the Buyer may elect, pursuant to the terms and conditions of this Clause 12 for any defect for which remedies are provided under this Clause 12 provided, however, that the Buyer will not be entitled to elect a remedy under more than one part of this Clause 12 for the same defect. The Buyer’s rights and remedies herein for the nonperformance of any obligations or liabilities of the Seller arising under these warranties will be in monetary damages limited to the amount the Buyer expends in procuring a correction or replacement for any covered part subject to a defect or nonperformance covered by this Clause 12, and the Buyer will not have any right to require specific performance by the Seller.
12.7		Negotiated Agreement
		The Buyer specifically recognizes that:

	(i)		the Specification has been agreed upon after careful consideration by the Buyer using its judgment as professional operators of, and maintenance providers with respect to, aircraft used in public transportation and as such is are professionals within the same industry as the Seller;
	(ii)		this Agreement, and in particular this Clause 12, has been the subject of discussion and negotiation and is fully understood by the Buyer;
	(iii)		the price of the Aircraft and the other mutual agreements of the Buyer set forth in this Agreement were arrived at in consideration of, inter alia, the provisions of this Clause 12, specifically including the Exclusivity of Warranties set forth in Clause 12.5.

12.8		Survivability
		In respect of all delivered Aircraft, the provisions of this Clause 12 will survive any termination of this Agreement, except any termination following a Termination Event referred to in Clause 21(1), (2), (3) or (4).

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13.		PATENT AND COPYRIGHT INDEMNITY
13.1		Indemnity
13.1.1		Subject to the provisions of Clause 13.2.3, the Seller will indemnify the Buyer from and against any damages, costs and expenses including legal costs (excluding damages, costs, expenses, loss of profits and other liabilities in respect of or resulting from loss of use of the Aircraft) resulting from any infringement or claim of infringement by the Airframe or any part or software installed therein at Delivery of

	(i)		any British, French, German, Spanish or U.S. patent;
	(ii)		any patent issued under the laws of any other country in which the Buyer may lawfully operate the Aircraft, provided that from the time of design of such Airframe or any part or software installed therein at Delivery and until infringement claims are resolved, the country of the patent and the flag country of the Aircraft are both parties to:

	(a)		the Chicago Convention on International Civil Aviation of December 7, 1944, and are each fully entitled to all benefits of Article 27 thereof, or,
	(b)		the International Convention for the Protection of Industrial Property of March 20, 1883; and

(iii)

in respect of computer software installed on the Aircraft, any copyright, provided that the Seller’s obligation to indemnify will be limited to infringements in countries which, at the time of design, are members of The Berne Union and recognize computer software as a “work” under the Berne Convention.

13.1.2

Clause 13.1.1 will not apply to

	(i)		Buyer Furnished Equipment;
	(ii)		the Propulsion Systems;
	(iii)		Supplier Parts; or
	(iv)		software not developed by the Seller.

13.1.3

If the Buyer is, due to circumstances contemplated in Clause 13.1.1, prevented from using the Aircraft (whether by a valid judgment of a court of competent jurisdiction or by a settlement arrived at among the claimant, the Seller and the Buyer), the Seller will at its expense either

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	(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.

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THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE OBLIGATIONS AND LIABILITIES OF THE SELLER UNDER THIS CLAUSE 13 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES ON THE PART OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING FROM OR WITH RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT OR THE LIKE BY ANY AIRFRAME, PART OR SOFTWARE INSTALLED THEREIN AT DELIVERY, OR THE USE OR SALE THEREOF, PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS CLAUSE WILL REMAIN IN FULL FORCE AND EFFECT. THIS INDEMNITY AGAINST PATENT AND COPYRIGHT INFRINGEMENTS WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER.

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14		TECHNICAL DATA AND SOFTWARE SERVICES
		The Seller will make available or will cause the Seller’s designee ANACS to make available to the Buyer the Technical Data and certain additional services under the terms and conditions set forth in this Clause 14.
14.1		Supply
		The Technical Data will be supplied in the English language using the aeronautical terminology in common use.
		**
		The Buyer will not receive compensation or credits of any kind for return of unused or partially used Technical Data.
14.2		Aircraft Identification for Technical Data
14.2.1		For Technical Data customized to the Aircraft, the Buyer agrees to the allocation of fleet serial numbers (“FSN(s)”) in the form of block of numbers selected in the range from 001 to 999.
14.2.2		The sequence will not be interrupted except if two (2) different Propulsion Systems or two (2) different Aircraft models are selected.
14.2.3		The Buyer will indicate to the Seller the FSNs allocated to each Aircraft corresponding to the Aircraft rank in the delivery schedule set forth in Clause 9.1.1 not later than ** prior to the Scheduled Delivery Month for the first Aircraft to be delivered hereunder. The allocation of such FSNs to such Aircraft will not constitute any proprietary, insurable or other interest of the Buyer in any Aircraft prior to its Delivery.

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14.3		Integration of Equipment Data
14.3.1		Supplier Equipment
		If necessary for the understanding of the affected systems, information relating to Supplier Equipment that is installed on the Aircraft by the Seller, will be introduced ** into the first issue, subsequent to the installation of the Supplier equipment of the customized Technical Data supplied to the Buyer, provided Clause 14.3.2.2 is complied with (the “First Issue”).
14.3.2		Buyer Furnished Equipment
14.3.2.1		The Seller will introduce BFE data, for equipment installed on the Aircraft by the Seller, into the customized Technical Data at no additional charge to the Buyer for the First Issue, provided such data are provided in accordance with the conditions set forth in Clauses 14.3.2.2 through 14.3.2.5.
14.3.2.2		The Buyer will ** to supply the BFE data to the Seller at least ** before the scheduled delivery of the customized Technical Data and the full set of BFE data will be provided to the Seller at the latest ** before the scheduled delivery of the customized Technical Data. The BFE data supplied to the Buyer by the Seller will be in English.
14.3.2.3		The BFE data will be in general compliance with the then applicable revision of the S1000D Specification jointly defined by the Aerospace and Defense Industries Association of Europe, Aerospace Industries Association and Air Transport Association of America, as applicable to the corresponding aircraft type.
14.3.2.4		The Buyer and the Seller will agree on the requirements for the provision to the Seller of BFE data for “on-aircraft maintenance.” These requirements include but are not limited to time frame, media and format, to facilitate the efficient, expedited and economic integration of BFE data into Technical Data.
14.3.2.5		The BFE data will be delivered in digital format and/or in Portable Document Format, as agreed between the Buyer and the Seller.
14.3.2.6		All costs related to the delivery to the Seller of BFE data will be borne by the Buyer.
14.3.2.7		Clause 14.3.2 will apply to the BFE data provided by the Seller under the terms of Clause 18.1.3.
14.4		Delivery

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14.4.1		The Technical Data are delivered on-line and/or off-line, as set forth in Exhibit F.
14.4.2		For Technical Data delivered off-line, the Technical Data and corresponding revisions will be sent to one address only. The Buyer will specify such address.
14.4.3		Packing and shipment of the Technical Data and their revisions will be carried out by the quickest transportation methods. Shipment will be FCA Toulouse, France, FCA Hamburg, Germany, and/or FCA Ashburn, VA, USA.
14.4.4		The delivery schedule of the First Issue will be phased as mutually agreed to correspond with Aircraft deliveries. The Buyer agrees to provide ** notice when requesting a change to the delivery schedule.
14.4.5		The Buyer will be responsible for coordinating with and satisfying the requirements of the FAA for Technical Data. ** FCA Toulouse, France, FCA Hamburg, Germany, and/or FCA Ashburn, VA, USA.
14.4.6		**
14.5		Revision Service
		Unless otherwise specifically stated, revision service will be provided **
14.6		Service Bulletins Incorporation
		During the period of revision service and upon the Buyer’s request for incorporation, which will be made within ** after issuance of a Service Bulletin, Seller’s Service Bulletin information will be incorporated into the Technical Data for the Aircraft after formal notification by the Buyer of its intention to accomplish a Service Bulletin. Post-Service Bulletin status will be shown in the applicable customized maintenance and operation Technical Data after the Seller receives notification from the Buyer of Service Bulletin accomplishment pertaining to such Aircraft.