Delta Airlines 2003 Annual Report Download - page 203

no event described in TIA Section 313(a) has occurred within twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail
all reports as required by TIA Section 313(c).
(b) A copy of each report at the time of its mailing to Holders shall
be filed, at the expense of the Company, by the Trustee with the Commission and
each stock exchange or securities market, if any, on which the Notes are listed
or quoted. The Company shall timely notify the Trustee when the Notes are listed
or quoted on any stock exchange or securities market.
SECTION 7.07 Compensation and Indemnity.
(a) The Company shall pay to the Trustee from time to time, and the
Trustee shall be entitled to such compensation for its acceptance of this
Indenture and its services hereunder as the Company and the Trustee shall from
time to time agree in writing. The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by or on behalf of it in addition to the
compensation for its services. Such expenses may include the reasonable
compensation, disbursements and expenses of the Trustee's agents, counsel and
other persons not regularly in its employ.
(b) The Company shall indemnify the Trustee, its officers, directors
and employees against, and defend and hold the Trustee, its officers, directors
and employees harmless from, any loss, liability or expense incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture and the trusts hereunder, including the costs and
expenses of defending itself against or investigating any claim of liability in
the premises, except as set forth in the next paragraph. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. The Company shall defend the claim with counsel
designated by the Company, who may be outside counsel to the Company but shall
in all events be reasonably satisfactory to the Trustee, and the Trustee shall
cooperate in the defense. In addition, the Trustee may retain one separate
counsel and, if deemed advisable by such counsel, local counsel, and the Company
shall pay the reasonable fees and expenses of such separate counsel and local
counsel. The indemnification herein extends to any settlement, provided that the
Company will not be liable for any settlement made without its consent,
provided, further, that such consent will not be unreasonably withheld.
(c) The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through its own negligence or willful
misconduct.
(d) The Trustee shall have a lien prior to the Notes on all money or
property held or collected by the Trustee to secure the Company's payment
obligations in this Section 7.07, except that held in trust to pay principal,
interest and Liquidated Damages, if any, on the Notes. Such liens and the
Company's obligations under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture.
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