Delta Airlines 2010 Annual Report Download - page 147

and have been duly and validly authorized by all necessary limited liability company action. The execution, delivery, consummation and performance of
this Agreement and the other Transaction Documents executed and delivered by IAT have been duly and validly authorized by all necessary limited
liability company and member action on the part of IAT and its members. Each of this Agreement and the other Transaction Documents executed and
delivered by IAT has been duly executed and delivered by IAT and constitutes a valid and legally binding obligation of IAT, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(f) Officer Authority. Each Person executing, on behalf of IAT, this Agreement and the Transaction Documents executed and delivered by IAT has the
requisite authority to execute and deliver, and has duly executed and delivered, the same.
(g) No Consents; No Violation. The execution, delivery, consummation and performance by IAT of this Agreement and the other Transaction
Documents executed and delivered by IAT do not, to IAT's Actual Knowledge, (i) require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority or the Port Authority, except such as have been obtained or made and are in full force and effect, (ii) violate
the organizational documents of IAT, any applicable Law or any order of any Governmental Authority or the Port Authority applicable to IAT or any rule,
regulation or order of the Port Authority applicable to IAT, (iii) violate or result in a default under any indenture, agreement or other instrument binding
upon IAT (including the Port/IAT Lease, the Bond Documents and the other Transaction Documents), or give rise to a right thereunder of any Person
(including the Port Authority) to terminate any right or accelerate the payment or performance of any obligation of IAT thereunder, and (iv) result in the
creation or imposition of any lien on any asset of IAT, except the liens created by the Bond Documents.
(h) Compliance with Laws and Agreements. IAT is in compliance in all material respects with all Laws and all orders of any Governmental Authority or
the Port Authority applicable to IAT, all rules, regulations and orders of the Port Authority applicable to IAT and all indentures, agreements and other
instruments binding upon IAT, in each case, to the extent the noncompliance with which would have a material adverse effect on (i) IAT's ability to
perform or comply with, or its performance of or compliance with, its obligations under this Agreement and all other Transaction Documents to which it is
a party or by which it is otherwise bound, or (ii) any of the transactions contemplated by this Agreement and the Transaction Documents.
Section 4.02. Representations And Warranties Of Delta. Delta represents and warrants to IAT that each statement contained in this Section 4.02 is true,
correct and complete as of the Effective Date.
(a) Organization. Delta is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Delta is duly
authorized to conduct business and is in good standing under the Laws of the State of New York.
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