BORROWER ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND
THE RELATIONSHIP BETWEEN ADMINISTRATIVE AGENT AND LENDERS, ON ONE HAND, AND THE
BORROWER, ON THE OTHER HAND, IN CONNECTION HEREWITH OR THEREWITH IS SOLELY THAT
OF DEBTOR AND CREDITOR; AND
(C)
NO JOINT VENTURE IS CREATED HEREBY OR BY
THE OTHER LOAN DOCUMENTS OR OTHERWISE EXISTS BY VIRTUE OF THE TRANSACTIONS
CONTEMPLATED HEREBY AMONG THE LENDERS OR AMONG THE BORROWER AND THE LENDERS.
SECTION 9.14.
RELEASE OF GUARANTORS.
UPON THE CONSUMMATION OF
ANY LIQUIDATION, DISSOLUTION, MERGER, CONSOLIDATION, SALE OR OTHER TRANSFER OF A
GUARANTOR OTHER THAN FEDERAL EXPRESS CORPORATION (COLLECTIVELY, A "TRANSFER"),
AND PROVIDED NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR
WOULD OCCUR AS A RESULT OF SUCH TRANSFER, SUCH GUARANTOR SHALL AUTOMATICALLY BE
RELEASED FROM ALL OF ITS OBLIGATIONS UNDER THE GUARANTEE AGREEMENT, AND, IF THE
BORROWER SO REQUESTS, THE LENDERS SHALL PROMPTLY EXECUTE AN INSTRUMENT, IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO THE BORROWER AND THE ADMINISTRATIVE
AGENT, EVIDENCING SUCH RELEASE.
SECTION 9.15.
CONFIDENTIALITY.
EACH OF THE ADMINISTRATIVE AGENT
AND EACH LENDER AGREES TO KEEP CONFIDENTIAL ALL NON-PUBLIC INFORMATION PROVIDED
TO IT OR ITS AFFILIATES BY ANY LOAN PARTY OR ITS AFFILIATES PURSUANT TO THIS
AGREEMENT THAT IS DESIGNATED BY SUCH LOAN PARTY AS CONFIDENTIAL; PROVIDED THAT
NOTHING HEREIN SHALL PREVENT THE ADMINISTRATIVE AGENT OR ANY LENDER FROM
DISCLOSING ANY SUCH INFORMATION (A) TO THE ADMINISTRATIVE AGENT, ANY OTHER
LENDER OR ANY LENDER AFFILIATE, (B) SUBJECT TO AN AGREEMENT TO COMPLY WITH THE
PROVISIONS OF THIS SECTION, TO ANY ACTUAL OR PROSPECTIVE TRANSFEREE OR ANY
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DIRECT OR INDIRECT COUNTERPARTY TO ANY HEDGE AGREEMENT (OR ANY PROFESSIONAL
ADVISOR TO SUCH COUNTERPARTY), (C) TO ITS EMPLOYEES, DIRECTORS, AGENTS,
ATTORNEYS, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS OR THOSE OF ANY OF ITS
AFFILIATES WHO ARE MADE AWARE OF THE CONFIDENTIAL REQUIREMENTS OF THIS
SECTION 9.15, (D) UPON THE REQUEST OR DEMAND OF ANY GOVERNMENTAL AUTHORITY,
(E) IN RESPONSE TO ANY ORDER OF ANY COURT OR OTHER GOVERNMENTAL AUTHORITY OR AS
MAY OTHERWISE BE REQUIRED PURSUANT TO ANY REQUIREMENT OF LAW, (F) IF REQUIRED TO
DO SO IN CONNECTION WITH ANY LITIGATION OR SIMILAR PROCEEDING, (G) THAT HAS BEEN
PUBLICLY DISCLOSED, (H) TO THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS
OR ANY SIMILAR ORGANIZATION OR ANY NATIONALLY RECOGNIZED RATING AGENCY THAT
REQUIRES ACCESS TO INFORMATION ABOUT A LENDER'S INVESTMENT PORTFOLIO IN
CONNECTION WITH RATINGS ISSUED WITH RESPECT TO SUCH LENDER, OR (I) IN CONNECTION
WITH THE EXERCISE OF ANY REMEDY HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
THE PROVISIONS OF THIS SECTION 9.15 SHALL SURVIVE ANY EXPIRATION OR TERMINATION
OF THIS AGREEMENT FOR A PERIOD OF ONE-YEAR.
SECTION 9.16.
WAIVERS OF JURY TRIAL.
THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
SECTION 9.17.
INTEREST RATE LIMITATION.
NOTWITHSTANDING
ANYTHING HEREIN TO THE