OF THE LENDERS, OR TO SUCH OTHER ADDRESS AS MAY BE HEREAFTER NOTIFIED IN
WRITING BY THE RESPECTIVE PARTIES HERETO:
Borrower:
FedEx Corporation
942 S. Shady Grove Road
Memphis, Tennessee 38120
Attention: Treasurer
Telecopy: (901) 818-7121
Telephone: (901) 818-7040
with a copy to:
FedEx Corporation
942 S. Shady Grove Road
Memphis, Tennessee 38120
Attention: Kenneth R. Masterson
Telecopy: (901) 818-7590
Telephone: (901) 818-7588
Administrative Agent:
JPMorgan Chase Bank
Loan & Agency Services Group
1111 Fannin Street, 10th Floor
Houston, Texas 77002
Attention: Clifford Trapani
Telecopy: (713) 750-2938
Telephone: (713) 750-7909
with a copy to:
JPMorgan Chase Bank
270 Park Avenue, 38th Floor
New York, New York 10017
Attention: Matthew Massie
Telecopy: 212-270-5100
Telephone: 212-270-5432
provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders shall not be effective until received.
SECTION 9.03.
NO WAIVER; CUMULATIVE REMEDIES.
NO FAILURE TO
EXERCISE AND NO DELAY IN EXERCISING, ON THE PART OF THE ADMINISTRATIVE AGENT OR
ANY LENDER, ANY RIGHT, REMEDY, POWER OR PRIVILEGE HEREUNDER OR UNDER THE OTHER
LOAN DOCUMENTS SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR
PARTIAL EXERCISE OF ANY RIGHT, REMEDY, POWER OR PRIVILEGE HEREUNDER PRECLUDE ANY
OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, REMEDY,
POWER OR PRIVILEGE.
THE RIGHTS, REMEDIES, POWERS AND PRIVILEGES HEREIN PROVIDED
ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS, REMEDIES, POWERS AND PRIVILEGES
PROVIDED BY LAW.
SECTION 9.04.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL
REPRESENTATIONS AND WARRANTIES MADE HEREUNDER, IN THE OTHER LOAN DOCUMENTS AND
IN ANY DOCUMENT, CERTIFICATE OR STATEMENT DELIVERED PURSUANT HERETO OR IN
CONNECTION HEREWITH SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE MAKING OF THE LOANS AND OTHER EXTENSIONS OF CREDIT HEREUNDER.
47
SECTION 9.05.
PAYMENT OF EXPENSES AND TAXES.
THE BORROWER
AGREES (A) TO PAY OR REIMBURSE THE ADMINISTRATIVE AGENT FOR ALL ITS REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE DEVELOPMENT,
PREPARATION AND EXECUTION OF, AND ANY AMENDMENT, SUPPLEMENT OR MODIFICATION TO,
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY OTHER DOCUMENTS PREPARED IN
CONNECTION HEREWITH OR THEREWITH, AND THE CONSUMMATION AND ADMINISTRATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, INCLUDING THE REASONABLE FEES AND
DISBURSEMENTS OF COUNSEL TO THE ADMINISTRATIVE AGENT AS SEPARATELY AGREED BY THE
ADMINISTRATIVE AGENT AND THE BORROWER, AND FILING AND RECORDING FEES AND
EXPENSES, WITH STATEMENTS WITH RESPECT TO THE FOREGOING TO BE SUBMITTED TO THE
BORROWER PRIOR TO THE EFFECTIVE DATE (IN THE CASE OF AMOUNTS TO BE PAID ON THE
EFFECTIVE DATE) AND FROM TIME TO TIME THEREAFTER ON A QUARTERLY BASIS OR SUCH
OTHER PERIODIC BASIS AS THE ADMINISTRATIVE AGENT SHALL DEEM APPROPRIATE, (B) TO
PAY OR REIMBURSE EACH LENDER AND EACH AGENT FOR ALL ITS REASONABLE OUT-OF-POCKET
COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE ENFORCEMENT OR PRESERVATION
OF ANY RIGHTS UNDER THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER
DOCUMENTS, INCLUDING THE FEES AND DISBURSEMENTS OF COUNSEL (INCLUDING THE
ALLOCATED FEES AND EXPENSES OF IN-HOUSE