Delta Airlines 2012 Annual Report Download - page 180

SECTION 3.
REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders to make Loans and issue and/or participate in Letters of Credit hereunder, the Borrower
and each of the Guarantors jointly and severally represent and warrant as follows:
SECTION 3.01. Organization and Authority . Each of the Borrower and the Guarantors (a) is duly organized,
validly existing and in good standing (to the extent such concept is applicable in the applicable jurisdiction) under the laws of the
jurisdiction of its organization and is duly qualified and in good standing in each jurisdiction in which the failure to so qualify would
have a Material Adverse Effect, (b) has the requisite corporate or limited liability company power and authority to effect the
Transactions, and (c) has all requisite power and authority and the legal right to own or lease and operate its properties, pledge the
Collateral, and conduct its business as now or currently proposed to be conducted.
SECTION 3.02. Air Carrier Status . The Borrower is an “air carrier” within the meaning of Section 40102 of Title
49 and holds a certificate under Section 41102 of Title 49. The Borrower holds an air carrier operating certificate issued pursuant to
Chapter 447 of Title 49. The Borrower is a “citizen of the United States” as defined in Section 40102(a)(15) of Title 49 and as that
statutory provision has been interpreted by the DOT pursuant to its policies (a “ United States Citizen ”). The Borrower possesses all
necessary certificates, franchises, licenses, permits, rights, designations, authorizations, exemptions, concessions, frequencies and
consents which relate to the operation of the routes flown by it and the conduct of its business and operations as currently conducted
except where failure to so possess would not, in the aggregate, have a Material Adverse Effect.
SECTION 3.03. Due Execution . The execution, delivery and performance by each of the Borrower and the
Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company
powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company
action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited
liability company agreement (or equivalent documentation) of any of the Borrower or the Guarantors, (ii) violate any applicable law
(including, without limitation, the Securities Exchange Act of 1934) or regulation (including, without limitation, Regulations T, U or X
of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors
which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, constitute a
default under, or create an adverse liability or rights under, any material indenture, mortgage or deed of trust or any material lease,
agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would
reasonably be expected to have a Material Adverse Effect, or (iv) result in or require the creation or imposition of any Lien upon any of
the property of any of the Borrower or the Guarantors other than the Liens granted pursuant to this Agreement or the other Loan
Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any
Governmental Authority or any other Person, other than (i) the filing of financing statements under the Uniform Commercial Code, (ii)
the filings and consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on
or prior to the Closing Date, and (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be
reasonably expected to result in a Material Adverse Effect. Each Loan Document has been duly executed and delivered by each of the
Borrower and the Guarantors party thereto. This Agreement is, and each of the other Loan Documents to which the Borrower and each
of the Guarantors is or will be a party, when delivered hereunder or thereunder, will be, a legal, valid and binding obligation
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