AND PERSONAL PROPERTY MATERIAL TO ITS BUSINESS, EXCEPT FOR ANY SUCH
DEFECTS THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED
TO RESULT IN A MATERIAL ADVERSE EFFECT, AND NONE OF SUCH PROPERTY IS SUBJECT TO
ANY LIEN EXCEPT AS PERMITTED BY SECTION 6.01.
SECTION 3.13.
INVESTMENT AND HOLDING COMPANY STATUS.
NEITHER
THE BORROWER NOR ANY OF ITS SUBSIDIARIES IS (A) AN "INVESTMENT COMPANY" AS
DEFINED IN, OR SUBJECT TO REGULATION UNDER, THE INVESTMENT COMPANY ACT OF 1940
OR (B) A "HOLDING COMPANY" AS DEFINED IN, OR SUBJECT TO REGULATION UNDER, THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935.
SECTION 3.14.
CITIZENSHIP.
FEDERAL EXPRESS CORPORATION IS A
CITIZEN OF THE UNITED STATES, AS DEFINED IN 49 U.S.C. §40102(A)(15) (A
"CITIZEN").
EACH OTHER SUBSIDIARY THAT MUST BE A CITIZEN IN ORDER TO CONDUCT
ITS BUSINESS AS CURRENTLY CONDUCTED IS A CITIZEN.
NEITHER FEDERAL EXPRESS
CORPORATION NOR ANY SUCH OTHER SUBSIDIARY IS A NATIONAL OF ANY FOREIGN COUNTRY
DESIGNATED IN PRESIDENTIAL EXECUTIVE ORDER NO. 8389 OR 9193, AS AMENDED, AND THE
REGULATIONS ISSUED THEREUNDER, AS AMENDED, OR A NATIONAL OF ANY FOREIGN COUNTRY
DESIGNATED IN THE FOREIGN ASSETS CONTROL REGULATIONS OR IN THE CUBAN ASSETS
CONTROL REGULATIONS OF THE UNITED STATES TREASURY DEPARTMENT, 31 C.F.R., CHAPTER
V, AS AMENDED.
SECTION 3.15.
STATUS AS AIR CARRIER.
FEDERAL EXPRESS
CORPORATION, AND EACH OTHER SUBSIDIARY THAT MUST BE SO AUTHORIZED IN ORDER TO
CONDUCT ITS BUSINESS AS CURRENTLY CONDUCTED, (I) IS AUTHORIZED TO ENGAGE IN ALL
CARGO DOMESTIC AND INTERNATIONAL AIR SERVICE UNDER CERTIFICATES ISSUED PURSUANT
29
TO 49 U.S.C. §41103 AND 49 U.S.C. §41102(A), RESPECTIVELY, AND (II) IS 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.
SUCH
CERTIFICATES ARE IN FULL FORCE AND EFFECT AND ARE ADEQUATE FOR THE CONDUCT OF
THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES AS NOW CONDUCTED.
THERE ARE
NO ACTIONS, PROCEEDINGS OR INVESTIGATIONS PENDING OR, TO THE KNOWLEDGE OF THE
EXECUTIVE OFFICERS OF THE BORROWER, THREATENED (OR ANY BASIS THEREFOR KNOWN TO
THE BORROWER) TO AMEND, MODIFY, SUSPEND OR REVOKE ANY SUCH CERTIFICATE IN WHOLE
OR IN PART, WHICH WOULD HAVE ANY MATERIAL ADVERSE EFFECT ON ANY SUCH CERTIFICATE
OR ANY OF THE OPERATIONS OF THE BORROWER OR ITS SUBSIDIARIES.
SECTION 3.16.
PARI PASSU.
ALL THE PAYMENT OBLIGATIONS OF THE
BORROWER AND THE GUARANTORS ARISING UNDER OR PURSUANT TO THE LOAN DOCUMENTS WILL
AT ALL TIMES RANK PARI PASSU, WITH ALL OTHER UNSECURED AND UNSUBORDINATED
PAYMENT OBLIGATIONS AND LIABILITIES (INCLUDING CONTINGENT OBLIGATIONS AND
LIABILITIES) OF THE BORROWER AND THE GUARANTORS (OTHER THAN THOSE WHICH ARE
MANDATORILY PREFERRED BY LAWS OR REGULATIONS OF GENERAL APPLICATION).
ARTICLE IV
CONDITIONS
SECTION 4.01.
EFFECTIVE DATE.
THE OBLIGATIONS OF THE LENDERS TO
MAKE LOANS SHALL NOT BECOME EFFECTIVE UNTIL THE DATE ON WHICH EACH OF THE
FOLLOWING CONDITIONS IS SATISFIED (OR WAIVED IN ACCORDANCE WITH SECTION 9.01):
(A)
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL)
SHALL HAVE RECEIVED (I) FROM EACH PARTY HERETO EITHER