COUNSEL) TO EACH LENDER AND OF COUNSEL
TO THE ADMINISTRATIVE AGENT, (C) TO PAY, INDEMNIFY, AND HOLD EACH LENDER AND
EACH AGENT HARMLESS FROM, ANY AND ALL RECORDING AND FILING FEES AND ANY AND ALL
LIABILITIES WITH RESPECT TO STAMP, EXCISE AND OTHER TAXES, IF ANY, THAT ARE
PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR CONSUMMATION OR
ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT,
SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF,
THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, AND
(D) TO PAY, INDEMNIFY, AND HOLD EACH LENDER AND EACH AGENT AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS (EACH, AN "INDEMNITEE")
HARMLESS FROM AND AGAINST ANY AND ALL OTHER LIABILITIES, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY
KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION, DELIVERY, ENFORCEMENT,
PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
INCLUDING ANY OF THE FOREGOING RELATING TO THE USE OF PROCEEDS OF THE LOANS OR
THE VIOLATION OF, NONCOMPLIANCE WITH OR LIABILITY UNDER, ANY ENVIRONMENTAL LAW
APPLICABLE TO THE OPERATIONS OF THE BORROWER, ANY GUARANTOR OR ANY SUBSIDIARY OR
ANY OF THE PROPERTIES AND THE REASONABLE FEES AND EXPENSES OF LEGAL COUNSEL IN
CONNECTION WITH CLAIMS, ACTIONS OR PROCEEDINGS BY ANY INDEMNITEE AGAINST ANY
LOAN PARTY UNDER ANY LOAN DOCUMENT (ALL THE FOREGOING IN THIS CLAUSE (D),
COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), PROVIDED, THAT THE BORROWER SHALL
HAVE NO OBLIGATION HEREUNDER TO ANY INDEMNITEE WITH RESPECT TO INDEMNIFIED
LIABILITIES TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARE FOUND BY A FINAL AND
NONAPPEALABLE DECISION OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED
FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.
WITHOUT
LIMITING THE FOREGOING, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE
BORROWER AGREES NOT TO ASSERT AND TO CAUSE ITS SUBSIDIARIES NOT TO ASSERT, AND
HEREBY WAIVES AND AGREES TO CAUSE ITS SUBSIDIARIES TO WAIVE, ALL RIGHTS FOR
CONTRIBUTION OR ANY OTHER RIGHTS OF RECOVERY WITH RESPECT TO ALL CLAIMS,
DEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS AND EXPENSES
OF WHATEVER KIND OR NATURE, UNDER OR RELATED TO ENVIRONMENTAL LAWS, THAT ANY OF
THEM MIGHT HAVE BY STATUTE OR OTHERWISE AGAINST ANY INDEMNITEE.
ALL AMOUNTS DUE
UNDER THIS SECTION 9.05 SHALL BE PAYABLE NOT LATER THAN 10 DAYS AFTER WRITTEN
DEMAND THEREFORE, WHICH SHALL SET FORTH IN REASONABLE DETAIL THE NATURE, BASIS
AND DESCRIPTION OF SUCH INDEMNIFIED LIABILITY.
STATEMENTS PAYABLE BY THE
BORROWER PURSUANT TO THIS SECTION 9.05 SHALL BE SUBMITTED TO FEDEX CORPORATION,
ATTN: TREASURER (TELEPHONE NO. (901) 818-7040 (TELECOPY NO. (901) 818-7121), AT
THE ADDRESS OF THE BORROWER SET FORTH IN SECTION 9.02, OR TO SUCH OTHER PERSON
OR ADDRESS AS MAY BE HEREAFTER DESIGNATED BY THE BORROWER IN A WRITTEN NOTICE TO
THE ADMINISTRATIVE AGENT.
THE AGREEMENTS IN THIS SECTION 9.05 SHALL SURVIVE
REPAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
SECTION 9.06.
SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND
ASSIGNMENTS.