WITH RESPECT THERETO.
SECTION 5.04.
EXISTENCE; CONDUCT OF BUSINESS.
EXCEPT AS
PERMITTED BY SECTIONS 6.03 AND 6.04, THE BORROWER WILL, AND WILL CAUSE EACH
SIGNIFICANT SUBSIDIARY TO, CARRY ON AND CONDUCT ITS BUSINESS IN SUBSTANTIALLY
THE SAME MANNER AND IN SUBSTANTIALLY THE SAME FIELDS OF ENTERPRISE AS IT IS
PRESENTLY CONDUCTED AND TO DO ALL THINGS NECESSARY TO REMAIN DULY INCORPORATED,
VALIDLY EXISTING AND IN GOOD STANDING AS A DOMESTIC CORPORATION IN ITS
JURISDICTION OF INCORPORATION AND MAINTAIN ALL REQUISITE AUTHORITY TO CONDUCT
ITS BUSINESS IN EACH JURISDICTION IN WHICH ITS BUSINESS IS CONDUCTED AND WHERE
THE FAILURE TO HAVE SUCH REQUISITE AUTHORITY COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.05.
CITIZENSHIP AND REGULATORY CERTIFICATES.
THE
BORROWER WILL CAUSE FEDERAL EXPRESS CORPORATION AND EACH OTHER APPLICABLE
SUBSIDIARY TO CONTINUE TO BE (A) A CITIZEN OF THE UNITED STATES, AS DEFINED IN
49 U.S.C. §40102(A)(15), (B) AUTHORIZED TO ENGAGE IN ALL CARGO DOMESTIC AND
INTERNATIONAL AIR SERVICE UNDER CERTIFICATES ISSUED PURSUANT TO 49 U.S.C. §41103
AND 49 U.S.C. §41102(A), RESPECTIVELY, (C) THE HOLDER OF ALL OTHER CERTIFICATES,
RIGHTS, PERMITS, FRANCHISES AND CONCESSIONS FROM APPROPRIATE GOVERNMENTAL
AUTHORITIES NECESSARY OR APPROPRIATE TO ENABLE THE BORROWER AND ITS SUBSIDIARIES
TO CONDUCT THEIR BUSINESS IN ALL MATERIAL RESPECTS AS PRESENTLY BEING CONDUCTED,
AND (D) THE HOLDER OF A VALID AND EFFECTIVE OPERATING CERTIFICATE ISSUED BY THE
FAA PURSUANT TO PART 119 OF THE REGULATIONS UNDER THE FEDERAL AVIATION ACT.
THE
BORROWER WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, USE ITS BEST EFFORTS
TO MAINTAIN, PRESERVE AND KEEP IN FULL FORCE AND EFFECT ITS MATERIAL
CERTIFICATES, RIGHTS, PERMITS, FRANCHISES AND CONCESSIONS FROM APPROPRIATE
GOVERNMENTAL AUTHORITIES AND USE ITS BEST EFFORTS FROM TIME TO TIME TO OBTAIN
APPROPRIATE RENEWALS OR REPLACEMENTS, PROVIDED, THAT NOTHING IN THIS
SECTION 5.05 SHALL PREVENT THE BORROWER OR ANY OF ITS SUBSIDIARIES FROM
ABANDONING, OR PERMITTING THE AMENDMENT, EXPIRATION OR TERMINATION OF, ANY SUCH
CERTIFICATE, RIGHT, PERMIT, FRANCHISE OR CONCESSION IF, IN THE OPINION OF THE
BORROWER, SUCH ABANDONMENT, AMENDMENT, EXPIRATION OR TERMINATION IS IN THE
INTEREST OF THE BORROWER AND NOT PREJUDICIAL IN ANY MATERIAL RESPECT TO THE
LENDERS.
SECTION 5.06.
PAYMENT OF TAXES.
THE BORROWER WILL, AND WILL
CAUSE EACH SUBSIDIARY TO, PAY AND DISCHARGE ALL TAXES, ASSESSMENTS AND
GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON IT OR UPON ITS INCOME OR PROFITS, OR
UPON ANY PROPERTY BELONGING TO IT, AND ALL LAWFUL CLAIMS WHICH, IF UNPAID, WOULD
BECOME A LIEN, EXCEPT WHERE FAILURE TO DO ANY OF THE FOREGOING WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT AND PROVIDED THAT NEITHER THE BORROWER NOR A SUBSIDIARY
SHALL BE REQUIRED TO PAY ANY SUCH TAX, ASSESSMENT, CHARGE, LEVY OR CLAIM THE
PAYMENT OF WHICH IS BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE
PROCEEDINGS; AND MAKE MONTHLY ACCRUALS OF ALL OF THE ESTIMATED LIABILITY OF THE
BORROWER AND SUBSIDIARIES FOR SUCH TAXES, ASSESSMENTS, CHARGES AND LEVIES,
DETERMINED IN ACCORDANCE WITH GAAP, AND ESTABLISH ADEQUATE RESERVES DETERMINED
IN ACCORDANCE WITH GAAP, FOR SUCH THEREOF AS MAY BE