Delta Airlines 2010 Annual Report Download - page 211

ARTICLE 24.
INDEMNIFICATION
Section 24.01. Indemnification By Delta. Delta shall defend, indemnify and hold harmless IAT, its members and their respective shareholders,
members, directors, officers, employees, agents, representatives, subsidiaries, parents and Affiliates (collectively, the "IAT Parties") against any and all
claims, demands, damages, liabilities, obligations, awards, fines, judgments, injuries, suits, causes of action, proceedings, obligations, costs and expenses
(including reasonable attorneys' fees and costs, expenses or disbursements incurred in defending against the foregoing) (collectively, "Damages") incurred,
arising out of or connected in any way to (i) the design, construction and completion of the Phase I IAT Project and the Terminal 2-4 Connector and any other
construction at Terminal 4 from time to time that may be undertaken by Delta or for which Delta is primarily responsible, (ii) the use or occupancy of
Terminal 4 by Delta, Delta's Sublessees or others with the consent of Delta, including Delta's and Delta's Sublessees' passengers, employees and other invitees
except the IAT Users, (iii) the acts, omissions, negligence, gross negligence, recklessness, malice or willful misconduct of Delta or Delta's Sublessees or their
respective directors, officers, employees, agents, representatives, contractors, passengers and invitees, and others using the Delta Space with the consent of
Delta, except the IAT Users (collectively, "Delta Users") in, on or at Terminal 4, (iv) Delta's breach of, or failure to perform, any term, condition, agreement,
promise, provision, covenant, representation or warranty set forth in this Agreement, and (v) a Transfer by Delta of any membership interest it may have in
JFK IAT Member that results in an event of default under the Port/IAT Lease. Notwithstanding anything to the contrary in this Section, nothing in this Section
shall require Delta to defend, indemnify and hold harmless any IAT Party with respect to, and this Section shall not apply to, (A) Damages or claims for
Damages to the extent the same arise out of the gross negligence or willful misconduct of any IAT Party or its contractors, passengers or invitees, or
(B) Damages or claims for Damages with respect to any Assumed Environmental Damages, any Release, Hazardous Substance, other environmental
condition, or any environmental obligation, which shall be governed exclusively by Article 34. This Section 24.01 shall survive the expiration or termination
of this Agreement with respect to occurrences during the Term.
Section 24.02. Indemnification By IAT. IAT shall defend, indemnify and hold harmless Delta and its shareholders, directors, officers, employees,
agents, representatives, subsidiaries, parents and Affiliates (collectively, the "Delta Parties") against any Damages incurred, arising out of or connected in
any way to: (i) the use and occupancy of the Delta Premises by IAT or others with the consent of IAT including the IAT Parties' employees and other invitees,
except the Delta Users and Contract Carriers which have executed a license agreement as described in Section 13.01(b)(v), (ii) the acts, omissions, negligence,
gross negligence, recklessness, malice or willful misconduct of the IAT Parties, IAT's Direct or Indirect Owners (other than Delta), or their respective
directors, officers, employees, agents, representatives, contractors, passengers and invitees, and others using Terminal 4 with the consent of the IAT Parties,
except the Delta Users and Contract Carriers which have executed a license agreement as described in Section 13.01(b)(v) (collectively, "IAT Users") in, on
or at Terminal 4, or (iii) IAT's breach of, or failure to perform, any term, condition, agreement, promise, provision, covenant, representation or warranty set
forth in this Agreement. Notwithstanding anything to the contrary in this Section, nothing in this Section shall require IAT to defend, indemnify and hold
harmless
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