ACTUALLY RECOVER FROM DELTA OR THE PRIOR OPERATOR OF THE
AIRCRAFT ON ACCOUNT OF THE THIRD PARTY LIABILITY EVENT, AND (B) ANY AMOUNT
RECEIVED BY SELLER MARATHON FROM DELTA OR THE PRIOR OPERATOR ON ACCOUNT OF ANY
CLAIM OTHER THAN A CLAIM FOR INDEMNITY FOR THE THIRD PARTY LIABILITY EVENT,
INCLUDING WITHOUT LIMITATION AMOUNTS RECEIVED ON ACCOUNT OF DELTA'S OR THE PRIOR
OPERATOR'S REJECTION OF ANY OF THE LEASES, ANY TAX INDEMNITY CLAIM, OR ANY
ADMINISTRATIVE CLAIM AGAINST DELTA OR THE PRIOR OPERATOR, WILL NOT BE DEEMED TO
HAVE BEEN RECOVERED FROM DELTA OR THE PRIOR OPERATOR FOR THE PURPOSES OF THIS
INDEMNITY AND WILL THEREFORE NOT BE AVAILABLE TO FUND THE INDEMNITY HEREUNDER
WITH RESPECT TO ANY THIRD PARTY LIABILITY EVENT.
9.2
TAXES:
PURCHASER SHALL BE RESPONSIBLE FOR ALL
SALES, USE, TRANSFER, VALUE ADDED, AND SIMILAR TAXES ARISING IN CONNECTION WITH
THE SALE OF THE AIRCRAFT, OTHER THAN TAXES ASSESSED AGAINST A PARTY ATTRIBUTABLE
TO SUCH PARTY'S OVERALL INCOME, PROFITS, OR GAINS. THE PARTIES SHALL COOPERATE
(AT THE EXPENSE OF THE PARTY REQUESTING ACTION TO BE TAKEN) IN ORDER TO MINIMIZE
THE IMPOSITION OF ANY SUCH TAXES.
10.
FURTHER PROVISIONS
10.1
FURTHER ASSURANCES:
SELLER AGREES FROM TIME TO TIME
TO DO AND PERFORM, AT PURCHASER'S EXPENSE (EXCEPT IN THE CASE OF DELIVERY OF THE
RELEASES WHICH SHALL BE ACCOMPLISHED AT SELLER'S SOLE COST AND EXPENSE), SUCH
OTHER AND FURTHER ACTS AND EXECUTE AND DELIVER ANY AND ALL SUCH OTHER
INSTRUMENTS AS MAY BE REQUIRED BY LAW OR REASONABLY REQUESTED BY PURCHASER TO
ESTABLISH, MAINTAIN, AND PROTECT THE RIGHTS AND REMEDIES OF THE PARTIES AS SET
FORTH HEREIN AND TO CARRY OUT AND EFFECT THE INTENT AND PURPOSE OF THIS
AGREEMENT.
10.2
RIGHTS CUMULATIVE, WAIVERS:
THE RIGHTS OF EACH OF
THE PARTIES UNDER THIS AGREEMENT ARE CUMULATIVE, MAY BE EXERCISED AS OFTEN AS
EACH PARTY CONSIDERS APPROPRIATE AND ARE IN ADDITION TO ITS RIGHTS UNDER
APPLICABLE LAW. THE RIGHTS OF EACH OF THE PARTIES (WHETHER ARISING UNDER THIS
AGREEMENT OR THE APPLICABLE LAW) SHALL NOT BE CAPABLE OF BEING WAIVED OR VARIED
OTHERWISE THAN BY AN EXPRESS WAIVER OR VARIATION IN WRITING; AND IN PARTICULAR
ANY FAILURE TO EXERCISE OR ANY DELAY IN EXERCISING ANY OF SUCH RIGHTS SHALL NOT
OPERATE AS A WAIVER OR VARIATION OF THAT OR ANY OTHER SUCH RIGHT; ANY DEFECTIVE
OR PARTIAL EXERCISE OF ANY OF SUCH RIGHTS SHALL NOT PRECLUDE ANY OTHER OR
FURTHER EXERCISE OF THAT OR ANY OTHER SUCH RIGHT; AND NO ACT OR COURSE OF
CONDUCT OR NEGOTIATION ON THE PART OF EITHER PARTY OR ON ITS BEHALF SHALL IN ANY
WAY PRECLUDE IT FROM EXERCISING ANY SUCH RIGHT OR CONSTITUTE A SUSPENSION OR ANY
VARIATION OF ANY SUCH RIGHT.
9
10.3
AMENDMENTS:
THE PROVISIONS OF THIS AGREEMENT SHALL
NOT BE VARIED OTHERWISE THAN BY AN INSTRUMENT IN WRITING EXECUTED BY OR ON
BEHALF OF THE PARTIES HERETO.
10.4
NOTICES:
UNLESS OTHERWISE EXPRESSLY PROVIDED
HEREIN, ALL NOTICES, INSTRUCTIONS, DEMANDS, AND OTHER COMMUNICATIONS HEREUNDER
SHALL BE IN WRITING AND SHALL BE