Delta Airlines 2012 Annual Report Download - page 321

(a) The Grantors jointly and severally agree to defend, indemnify, pay and hold harmless the Collateral
Trustee and each of its Affiliates and each of its directors, officers, partners, trustees, employees, attorneys and agents, and
(in each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “ Indemnitee ” )
from
and against any and all Indemnified Liabilities; provided , no Indemnitee will be entitled to indemnification hereunder with
respect to any Indemnified Liability to the extent such Indemnified Liability is found by a final and nonappealable decision
of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee.
(b) All amounts due under this Section 7.11 will be payable upon demand.
(c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.11
(a) may be unenforceable in whole or in part because they violate any law or public policy, each of the Grantors will
contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction
of all Indemnified Liabilities incurred by Indemnitees or any of them.
(d) No Grantor will ever assert any claim against any Indemnitee, on any theory of liability, for any lost
profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be
waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Secured Debt
Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified
Liability, and each of the Grantors hereby forever waives, releases and agrees not to sue upon any claim for any such lost
profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and
whether or not known or suspected to exist in its favor.
(e) The agreements in this Section 7.11 will survive repayment of all other Secured Debt Obligations and
the removal or resignation of the Collateral Trustee.
SECTION 7.12 Severability . If any provision of this Agreement is invalid, illegal or unenforceable in any respect
or in any jurisdiction, the validity, legality and enforceability of such provision in all other respects and of all remaining
provisions, and of such provision in all other jurisdictions, will not in any way be affected or impaired thereby.
SECTION 7.13 Headings . Section headings herein have been inserted for convenience of reference only, are not
to be considered a part of this Agreement and will in no way modify or restrict any of the terms or provisions hereof.
SECTION 7.14 Obligations Secured . All obligations of the Grantors set forth in or arising under this Agreement
will be Secured Debt Obligations and are secured by all Liens granted by the Security Documents.
SECTION 7.15 Governing Law . THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN
AND BE USED TO CONSTRUE THIS AGREEMENT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.
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