Delta Airlines 2010 Annual Report Download - page 235

ARTICLE 34.
ENVIRONMENTAL OBLIGATIONS
Section 34.01. Liability for Environmental Damages. (a) Delta shall be responsible for any Assumed Environmental Damages and Delta's Share of
ATA Permitted Remediation Costs. Delta shall defend, indemnify, hold harmless and release the IAT Parties against Assumed Environmental Damages
arising out of (i) a claim, demand, judgment, injury, suit, cause of action, proceeding or obligation by a Person, or (ii) any claim, demand, judgment, suit,
cause of action, award, fine, cost or expense in connection with an Environmental Requirement applicable to the IAT Parties. Delta shall, at its election, either
(i) at its sole expense defend any claims, demands, suits, causes of action and proceedings relating to or arising out of Assumed Environmental Damages, or
(ii) reimburse the IAT Parties for all costs of defending against any claims, demands, suits, causes of action and proceedings relating to or arising out of
Assumed Environmental Damages (including attorney's fees and costs, expenses or disbursements incurred in defending against the foregoing), and shall not
raise any defense involving in any way the jurisdiction of the tribunal over the person of the Port Authority, its commissioners, officers, agents and
employees, the immunity of the Port Authority, its commissioners, officers, agents or employees, the governmental nature of the Port Authority, or the
provisions of any statutes respecting suits against the Port Authority, without first obtaining the consent of the general counsel of the Port Authority; provided,
that, the election by Delta in respect of either (i) or (ii) above shall not relieve Delta of its obligation in respect of indemnification for Assumed Environmental
Damages. If an Assumed Environmental Damage for which the IAT Parties seek indemnification requires Remediation, Delta shall have the option to perform
the Remediation. This subsection (a) is only for the benefit of the IAT Parties and may not be relied upon by any third-parties. The procedures set forth in
Sections 24.03 and 24.04 shall be applicable to the defense and indemnification obligations under this Section 34.01.
(b) IAT shall be responsible for any Excluded Environmental Damages. IAT shall defend, indemnify, hold harmless and release the Delta Parties
against any Excluded Environmental Damages arising out of (i) a claim, demand, judgment, injury, suit, cause of action, proceeding or obligation by a
Person, or (ii) any claim, demand, judgment, suit, cause of action, award, fine, cost or expense in connection with an Environmental Requirement
applicable to the Delta Parties. IAT shall, at its election, either (i) at its sole expense defend any claims, demands, suits, causes of action and proceedings
relating to or arising out of Excluded Environmental Damages, or (ii) reimburse the Delta Parties for all costs of defending against any claims, demands,
suits, causes of action and proceedings relating to or arising out of Excluded Environmental Damages (including attorney's fees and costs, expenses or
disbursements incurred in defending against the foregoing), and shall not raise any defense involving in any way the jurisdiction of the tribunal over the
person of the Port Authority, its commissioners, officers, agents and employees, the immunity of the Port Authority, its commissioner's, officer's agents or
employees, the governmental nature of the Port Authority, or the provisions of any statutes respecting suits against the Port Authority, without first
obtaining the consent of the general counsel of the Port Authority. If an Excluded Environmental Damage for which the Delta Parties seek indemnification
requires Remediation, the IAT Parties shall have the option to perform the Remediation. This subsection (b) is only for the benefit of the Delta Parties and
may not be relied upon by any third parties. The
120