Delta Airlines 2006 Annual Report Download - page 151

3. REPRESENTATIONS AND WARRANTIES
To induce the Lenders and the Administrative Agent to enter into this Agreement, the Credit Parties executing this Agreement, jointly
and severally, make the following representations and warranties to the Administrative Agent and each Lender with respect to all Credit Parties, each and all
of which shall survive the execution and delivery of this Agreement.
3.1 Corporate Existence; Compliance with Law.
Each Credit Party (a) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good
standing under the laws of its respective jurisdiction of incorporation or organization set forth in Disclosure Schedule 3.1; (b) is duly qualified to conduct
business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification,
except where the failure to be so qualified would not result in losses or liabilities which could reasonably be expected to have a Material Adverse Effect; (c)
has the requisite power and authority to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease
and to conduct its business as now conducted or proposed to be conducted; (d) subject to specific representations regarding Environmental Laws, has all
licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having
jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so would not result in losses or liabilities which
could reasonably be expected to have a Material Adverse Effect; (e) is in compliance with its charter and bylaws or partnership or operating agreement, as
applicable; and (f) subject to specific representations set forth herein regarding ERISA, Environmental Laws, tax and other laws, is in compliance with all
applicable provisions of law, except to the extent permitted by Bankruptcy Code or where the failure to comply, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.
3.2 Executive Offices, Collateral Locations, FEIN.
As of the Closing Date, each Credit Party’s name as it appears in official filings in its state of incorporation or organization, state of
incorporation or organization, organization type, organization number, if any, issued by its state of incorporation or organization, and the location as of the
Closing Date of each Credit Party’s chief executive office, principal place of business and location and the hangars, terminals, maintenance facilities,
warehouses and premises at which any Collateral is located as of the Closing Date are set forth in Disclosure Schedule 3.2, and none of such Collateral has
been kept at any location other than the locations listed on Disclosure Schedule 3.2within four (4) months preceding the Closing Date (or since its acquisition
if less than four (4) months prior to the Closing Date). In addition, Disclosure Schedule 3.2lists the federal employer identification number of each Credit
Party as of the Closing Date. Each Credit Party has only one jurisdiction of existence, incorporation or organization, as applicable.
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