Delta Airlines 2010 Annual Report Download - page 148

(b) Power. Delta has all requisite corporate power and authority to enter into, execute and deliver this Agreement and the other Transaction Documents
executed and delivered by Delta and to perform its obligations hereunder and thereunder.
(c) Authority and Binding Obligation. This Agreement and the other Transaction Documents executed and delivered by Delta are within Delta's
corporate powers and have been duly authorized by all necessary corporate action. The execution, delivery, consummation and performance of this
Agreement and the other Transaction Documents executed and delivered by Delta have been duly and validly authorized by all necessary corporate action
on the part of Delta. Each of this Agreement and the other Transaction Documents executed and delivered by Delta has been duly executed and delivered
by Delta and constitutes a valid and legally binding obligation of Delta, 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.
(d) Officer Authority. Each Person executing, on behalf of Delta, this Agreement and the other Transaction Documents executed and delivered by Delta
has the requisite authority to execute and deliver, and has duly executed and delivered, the same.
(e) No Consents; No Violation. The execution, delivery, consummation and performance by Delta of this Agreement and the other Transaction
Documents executed and delivered by Delta do not, to Delta'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 Delta, any applicable Law or any order of any Governmental Authority or the Port Authority applicable to Delta or its
assets, (iii) violate or result in a default under any indenture, agreement or other instrument binding upon Delta or its assets (including the other
Transaction Documents), or give rise to a right thereunder of any Person to terminate any right or accelerate the payment or performance of any obligation
of Delta thereunder, and (iv) result in the creation or imposition of any lien on any asset of Delta.
(f) Compliance with Laws and Agreements. Delta is in compliance in all material respects with all Laws and orders of any Governmental Authority or
the Port Authority applicable to Delta or its assets and all indentures, agreements and other instruments binding upon Delta or its assets, in each case, to the
extent the noncompliance with which would have a material adverse effect on (i) Delta's ability to perform or comply with, or its performance of or
compliance with, its obligations under this Agreement and all 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.
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