Delta Airlines 2010 Annual Report Download - page 212

any Delta 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 Delta Party or its contractors, passengers or invitees, or (B) Damages or claims for Damages with respect to any
Excluded Environmental Damages, any Release, Hazardous Substance, other environmental condition, or any environmental obligation, which shall be
governed exclusively by Article 34. This Section 24.02 shall survive the expiration or termination of this Agreement with respect to occurrences during the
Term.
Section 24.03. Procedures for Third Party Claims. (a) In the event that any IAT Party or Delta Party (an "Indemnified Party") receives notice of the
assertion of any claim for Damages or of the commencement of any action or proceeding for Damages, in any case by any Person who is not a party to this
Agreement or an Affiliate of a party to this Agreement (a "Third Party Claim") against such Indemnified Party, with respect to which a party to this
Agreement is or may be required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice
to the Indemnifying Party as promptly as practicable after becoming aware of such Third Party Claim. Subject to Section 24.03(e), the Indemnifying Party
shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within ten (10) days after receipt from the Indemnified Party of
notice of such claim, specifying the counsel the Indemnifying Party shall appoint to defend such Third Party Claim ("Defense Counsel"), to conduct at its
expense the defense against such Third Party Claim in its own name, or if necessary, in the name of the Indemnified Party, provided, that, the Indemnified
Party shall have the right to approve the Defense Counsel, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel
within five (5) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject
again to the Indemnified Party's approval. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the
Indemnified Party for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance with this
Section 24.03(a) for which it is ultimately found liable for such indemnification obligation.
(b) In the event that the Indemnifying Party shall fail to give the Defense Notice, it shall be deemed to have elected not to conduct the defense of the
subject claim, and in such event the Indemnified Party shall have the right to conduct such defense and to compromise and settle the Third Party Claim
without the prior consent of the Indemnifying Party and the Indemnifying Party shall be liable for all costs, expenses, settlement amounts or other
Damages paid or incurred in connection therewith for which it is ultimately found liable for such indemnification obligation.
(c) In the event that the Indemnifying Party delivers a Defense Notice and thereby elects to conduct the defense of the subject Third Party Claim, the
Indemnifying Party shall have the right to conduct such defense and, except as provided in Section 24.03(d), to settle the Third Party Claim without the
prior consent of the Indemnified Party. The Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and
materials as the Indemnifying Party may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at
its expense to participate in the defense assisted by counsel of its own choosing (at no cost or expense of the
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