Delta Airlines 2012 Annual Report Download - page 258

therewith or in any other way connected with the administration of the transactions contemplated hereby or thereby or the
enforcement of any of the terms of, or the preservation of any rights under any thereof, or in any way relating to or arising
out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, financing, possession, operation,
condition, sale, return or other disposition, or use of the Collateral (including, without limitation, latent or other defects,
whether or not discoverable), the violation of the laws of any country, state or other governmental body or unit, any tort
(including, without limitation, claims arising or imposed under the doctrine of strict liability, or for or on account of injury
to or the death of any Person (including any Indemnitee), or property damage; provided that no Indemnitee shall be
indemnified pursuant to this Section 13(a) for losses, damages or liabilities to the extent caused by the gross negligence or
willful misconduct of such Indemnitee. Each Pledgor agrees that upon written notice by any Indemnitee of the assertion of
such a liability, obligation, damage, injury, penalty, claim, demand, action, suit or judgment, the Pledgor shall assume full
responsibility for the defense thereof. Each Indemnitee agrees to use its best efforts to promptly notify the Pledgor of any
such assertion of which such Indemnitee has knowledge.
(b) Without limiting the application of Section 13(a), upon 30 days' prior written notice, each Pledgor agrees to
pay, or reimburse the Collateral Trustee for, any and all reasonable fees, costs and expenses of whatever kind or nature
incurred in connection with the creation, preservation or protection of the Collateral Trustee's Liens on, and security interest
in, the Collateral, including, without limitation, all fees and taxes in connection with the recording or filing of instruments
and documents in public offices, payment or discharge of any taxes or Liens upon or in respect of the Collateral, premiums
for insurance with respect to the Collateral and all other reasonable fees, costs and expenses in connection with protecting,
maintaining or preserving the Collateral and the Collateral Trustee's interest therein, whether through judicial proceedings or
otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or relating to the Collateral.
(c) If and to the extent that the Priority Lien Obligations of the Pledgor under this Section 13 are unenforceable for
any reason, each Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.
(d) Any amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement shall
constitute Priority Lien Obligations secured by the Collateral. The indemnity obligations of the Pledgors contained in this
Section 13 shall continue in full force and effect notwithstanding the payment of all of the Priority Lien Obligations and
notwithstanding the discharge thereof.
Section 14. Amendments, etc. This Agreement may not be amended, modified or waived except with the written
consent of the Pledgors and the Collateral Trustee (acting pursuant to and in accordance with the terms of the Collateral
Trust Agreement). Any amendment, modification or supplement of or to any provision of this Agreement, any termination
or waiver of any provision of this Agreement and any consent to any departure by the Pledgors from the terms of any
provision of this Agreement shall be effective only in the
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