AND MARATHON HEREBY
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY,
THE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE SELLER, THE PURCHASER, AND
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MARATHON HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK
JURISDICTION OVER SUCH PERSON, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT BROUGHT IN ANY OF THE
AFORESAID COURTS, THAT ANY SUCH COURT LACKS JURISDICTION OVER SUCH PERSON. EACH
OF THE SELLER AND THE PURCHASER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID TO SUCH PERSON, AT ITS ADDRESS FOR
NOTICES PURSUANT TO SECTION 10.4 HEREOF, SUCH SERVICE TO BECOME EFFECTIVE TEN
(10) DAYS AFTER SUCH MAILING. EACH OF THE SELLER AND THE PURCHASER HEREBY
IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER
IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING
COMMENCED HEREUNDER THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR
INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF EACH OF THE SELLER, THE
PURCHASER AND MARATHON TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE OTHER PARTY IN
ANY OTHER JURISDICTION.
(C)
EACH OF THE SELLER, THE PURCHASER, AND
MARATHON HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS
REFERRED TO IN CLAUSE (B) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES
NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE
SELLER, PURCHASER AND MARATHON FURTHER IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE
TO TRIAL BY JURY IN ANY COURT OR JURISDICTION, INCLUDING, WITHOUT LIMITATION,
THOSE REFERRED TO IN CLAUSE (B) ABOVE, IN RESPECT OF ANY MATTER ARISING OUT OF
OR RELATING TO THIS AGREEMENT.
12.
BROKERS AND OTHER THIRD PARTIES
12.1
NO BROKERS: OTHER THAN PURCHASER'S RETENTION OF CIT
TO FACILITY THE PROCUREMENT OF THE AIRCRAFT, EACH OF THE PARTIES HEREBY
REPRESENTS AND WARRANTS TO THE OTHER THAT IT HAS NOT PAID, AGREED TO PAY, OR
CAUSED TO BE PAID DIRECTLY OR INDIRECTLY IN ANY FORM, ANY COMMISSION,
PERCENTAGE, CONTINGENT FEE, BROKERAGE OR OTHER SIMILAR PAYMENTS OF ANY KIND, IN
CONNECTION WITH THE ESTABLISHMENT OR OPERATION OF THIS AGREEMENT, TO ANY PERSON
(OTHER THAN FEES PAYABLE BY EACH PARTY TO ITS LEGAL ADVISERS).
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12.2
INDEMNITY: EACH PARTY AGREES TO INDEMNIFY AND HOLD
THE OTHER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, DAMAGES, COSTS,
AND EXPENSES (INCLUDING, BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES) ASSERTED
BY ANY AGENT, BROKER, OR OTHER THIRD PARTY, AGAINST A COUNTERPARTY TO THIS
AGREEMENT OR THE OTHER TRANSACTION