Common use of Owner for Federal Tax Purposes Clause in Contracts

Owner for Federal Tax Purposes. 89 Section 17.02. Collateral Account...................................... 89 Section 17.03. Counterparts............................................ 90 Section 17.04. No Oral Modifications................................... 90 Section 17.05. Captions................................................ 91 Section 17.06. Successors and Assigns.................................. 91 Section 17.07. Concerning the Owner Trustee, Indenture Trustee and the Pass Through Trustee.................................... 91 Section 17.08. Severability............................................ 92 Section 17.09. Public Release of Information........................... 92 Section 17.10. Certain Limitations on Reorganization................... 92 Section 17.11. GOVERNING LAW........................................... 93 Section 17.12. Section 1110 Compliance................................. 93 Section 17.13. Reliance of Liquidity Providers......................... 93 ARTICLE 18 CONFIDENTIALITY Section 18.01. Confidentiality......................................... 93 SCHEDULE I Certificate Information SCHEDULE II Definitions SCHEDULE III Permitted Country List SCHEDULE IV Debt Portion EXHIBIT A(1)(a)(i) Opinion of Lessee's Counsel (Certificate Closing Date) EXHIBIT A(1)(a)(ii) Opinion of Lessee's Counsel (Delivery Date) EXHIBIT A(1)(b)(i) Opinion of Lessee's Special Counsel (Certificate Closing Date) EXHIBIT A(1)(b)(ii) Opinion of Lessee's Special Counsel (Delivery Date) EXHIBIT A(2)(a) Opinion of Owner Participant's and Owner Participant Guarantor's Special Counsel EXHIBIT A(2)(b) Opinion of Owner Participant's and Owner Participant Guarantor's Counsel EXHIBIT A(3) Opinion of Indenture Trustee's Special Counsel EXHIBIT A(4)(a)(i) Opinion of Owner Trustee's Special Counsel (Certificate Closing Date) EXHIBIT A(4)(a)(ii) Opinion of Owner Trustee's Special Counsel (Delivery Date) EXHIBIT A(5) Opinion of Pass Through Trustee's and Subordination Agent's Special Counsel EXHIBIT A(6)(a) Opinion of Liquidity Provider's Counsel EXHIBIT A(6)(b) Opinion of Liquidity Provider's Special Counsel EXHIBIT A(7) Opinion of Engine Manufacturer's Counsel EXHIBIT A(8) Opinion of Manufacturer's and AVSA's Counsel EXHIBIT A(9) Opinion of Special Aviation Counsel EXHIBIT B Form of Lease Agreement EXHIBIT C Form of Indenture EXHIBIT D Form of Trust Agreement EXHIBIT E Form of Purchase Agreement Assignment, Consent and Agreement, AVSA Consent and Agreement EXHIBIT F Form of Engine Warranty Assignment and Engine Consent EXHIBIT G-1 Form of Assignment and Assumption Agreement EXHIBIT G-2 Form of Owner Participant Guaranty PARTICIPATION AGREEMENT (FEDERAL EXPRESS CORPORATION TRUST NO. N671FE) PARTICIPATION AGREEMENT (FEDERAL EXPRESS CORPORATION TRUST NO. N671FE) dated as of May 1, 1997 (this "Agreement") among FEDERAL EXPRESS CORPORATION, a Delaware corporation (herein, together with its successors and permitted assigns, the "Lessee"), PMCC LEASING CORPORATION, a Delaware corporation (herein, together with its successors and permitted assigns, the "Owner Participant"), STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as owner trustee under the Trust Agreement referred to below (in such capacity as trustee, together with its successors and permitted assigns, the "Owner Trustee"), FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as indenture trustee under the Indenture referred to below (in such capacity as trustee, together with its successors and permitted assigns, the "Indenture Trustee"), FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as pass through trustee of three separate Pass Through Trusts (in such capacity as trustee, together with its successors and permitted assigns, the "Pass Through Trustee"), and FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as subordination agent (in such capacity as trustee, together with its successors and permitted assigns, the "Subordination Agent").

Owner for Federal Tax Purposes. 89 Section 17.02. Collateral Account...................................... 89 Section 17.03. Counterparts............................................ 90 Section 17.04. No Oral Modifications................................... 90 Section 17.05. Captions................................................ 91 Section 17.06. Successors and Assigns.................................. 91 Section 17.07. Concerning the Owner Trustee, Indenture Trustee and the Pass Through Trustee.................................... 91 Section 17.08. Severability............................................ 92 Section 17.09. Public Release of Information........................... 92 Section 17.10. Certain Limitations on Reorganization................... 92 Section 17.11. GOVERNING LAW........................................... 93 Section 17.12. Section 1110 Compliance................................. 93 Section 17.13. Reliance of Liquidity Providers......................... 93 ARTICLE 18 CONFIDENTIALITY Section 18.01. Confidentiality......................................... 93 SCHEDULE I Certificate Information SCHEDULE II Definitions SCHEDULE III Permitted Country List SCHEDULE IV Debt Portion EXHIBIT A(1)(a)(i) Opinion of Lessee's Counsel (Certificate Closing Date) EXHIBIT A(1)(a)(ii) Opinion of Lessee's Counsel (Delivery Date) EXHIBIT A(1)(b)(i) Opinion of Lessee's Special Counsel (Certificate Closing Date) EXHIBIT A(1)(b)(ii) Opinion of Lessee's Special Counsel (Delivery Date) EXHIBIT A(2)(a) Opinion of Owner Participant's and Owner Participant Guarantor's Special Counsel EXHIBIT A(2)(b) Opinion of Owner Participant's and Owner Participant Guarantor's Counsel EXHIBIT A(3) Opinion of Indenture Trustee's Special Counsel EXHIBIT A(4)(a)(i) Opinion of Owner Trustee's Special Counsel (Certificate Closing Date) EXHIBIT A(4)(a)(ii) Opinion of Owner Trustee's Special Counsel (Delivery Date) EXHIBIT A(5) Opinion of Pass Through Trustee's and Subordination Agent's Special Counsel EXHIBIT A(6)(a) Opinion of Liquidity Provider's Counsel EXHIBIT A(6)(b) Opinion of Liquidity Provider's Special Counsel EXHIBIT A(7) Opinion of Engine Manufacturer's Counsel EXHIBIT A(8) Opinion of Manufacturer's and AVSA's Counsel EXHIBIT A(9) Opinion of Special Aviation Counsel EXHIBIT B Form of Lease Agreement EXHIBIT C Form of Indenture EXHIBIT D Form of Trust Agreement EXHIBIT E Form of Purchase Agreement Assignment, Consent and Agreement, AVSA Consent and Agreement EXHIBIT F Form of Engine Warranty Assignment and Engine Consent EXHIBIT G-1 Form of Assignment and Assumption Agreement EXHIBIT G-2 Form of Owner Participant Guaranty PARTICIPATION AGREEMENT (FEDERAL EXPRESS CORPORATION TRUST NO. N671FEN672FE) PARTICIPATION AGREEMENT (FEDERAL EXPRESS CORPORATION TRUST NO. N671FEN672FE) dated as of May 1, 1997 (this "Agreement") among FEDERAL EXPRESS CORPORATION, a Delaware corporation (herein, together with its successors and permitted assigns, the "Lessee"), PMCC LEASING CORPORATION, a Delaware corporation (herein, together with its successors and permitted assigns, the "Owner Participant"), STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as owner trustee under the Trust Agreement referred to below (in such capacity as trustee, together with its successors and permitted assigns, the "Owner Trustee"), FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as indenture trustee under the Indenture referred to below (in such capacity as trustee, together with its successors and permitted assigns, the "Indenture Trustee"), FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as pass through trustee of three separate Pass Through Trusts (in such capacity as trustee, together with its successors and permitted assigns, the "Pass Through Trustee"), and FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as subordination agent (in such capacity as trustee, together with its successors and permitted assigns, the "Subordination Agent").

Owner for Federal Tax Purposes. 89 Section 17.02. Collateral Account...................................... 89 Section 17.03. Counterparts............................................ 90 Section 17.04. No Oral Modifications................................... 90 Section 17.05. Captions................................................ 91 Section 17.06. Successors and Assigns.................................. 91 Section 17.07. Concerning the Owner Trustee, Indenture Trustee and the Pass Through Trustee.................................... 91 Section 17.08. Severability............................................ 92 Section 17.09. Public Release of Information........................... 92 Section 17.10. Certain Limitations on Reorganization................... 92 Section 17.11. GOVERNING LAW........................................... 93 Section 17.12. Section 1110 Compliance................................. 93 Section 17.13. Reliance of Liquidity Providers......................... 93 ARTICLE 18 CONFIDENTIALITY Section 18.01. Confidentiality......................................... 93 SCHEDULE I Certificate Information SCHEDULE II Definitions SCHEDULE III Permitted Country List SCHEDULE IV Debt Portion EXHIBIT A(1)(a)(i) Opinion of Lessee's Counsel (Certificate Closing Date) EXHIBIT A(1)(a)(ii) Opinion of Lessee's Counsel (Delivery Date) EXHIBIT A(1)(b)(i) Opinion of Lessee's Special Counsel (Certificate Closing Date) EXHIBIT A(1)(b)(ii) Opinion of Lessee's Special Counsel (Delivery Date) EXHIBIT A(2)(a) Opinion of Owner Participant's and Owner Participant Guarantor's Special Counsel EXHIBIT A(2)(b) Opinion of Owner Participant's and Owner Participant Guarantor's Counsel EXHIBIT A(3) Opinion of Indenture Trustee's Special Counsel EXHIBIT A(4)(a)(i) Opinion of Owner Trustee's Special Counsel (Certificate Closing Date) EXHIBIT A(4)(a)(ii) Opinion of Owner Trustee's Special Counsel (Delivery Date) EXHIBIT A(5) Opinion of Pass Through Trustee's and Subordination Agent's Special Counsel EXHIBIT A(6)(a) Opinion of Liquidity Provider's Counsel EXHIBIT A(6)(b) Opinion of Liquidity Provider's Special Counsel EXHIBIT A(7) Opinion of Engine Manufacturer's Counsel EXHIBIT A(8) Opinion of Manufacturer's and AVSA's Counsel EXHIBIT A(9) Opinion of Special Aviation Counsel EXHIBIT B Form of Lease Agreement EXHIBIT C Form of Indenture EXHIBIT D Form of Trust Agreement EXHIBIT E Form of Purchase Agreement Assignment, Consent and Agreement, AVSA Consent and Agreement EXHIBIT F Form of Engine Warranty Assignment and Engine Consent EXHIBIT G-1 Form of Assignment and Assumption Agreement EXHIBIT G-2 Form of Owner Participant Guaranty PARTICIPATION AGREEMENT (FEDERAL EXPRESS CORPORATION TRUST NO. N671FEN670FE) PARTICIPATION AGREEMENT (FEDERAL EXPRESS CORPORATION TRUST NO. N671FEN670FE) dated as of May 1, 1997 (this "Agreement") among FEDERAL EXPRESS CORPORATION, a Delaware corporation (herein, together with its successors and permitted assigns, the "Lessee"), PMCC LEASING CORPORATION, a Delaware corporation (herein, together with its successors and permitted assigns, the "Owner Participant"), STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as owner trustee under the Trust Agreement referred to below (in such capacity as trustee, together with its successors and permitted assigns, the "Owner Trustee"), FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as indenture trustee under the Indenture referred to below (in such capacity as trustee, together with its successors and permitted assigns, the "Indenture Trustee"), FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as pass through trustee of three separate Pass Through Trusts (in such capacity as trustee, together with its successors and permitted assigns, the "Pass Through Trustee"), and FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as subordination agent (in such capacity as trustee, together with its successors and permitted assigns, the "Subordination Agent").

Owner for Federal Tax Purposes. 89 79 Section 17.02. Collateral Account...................................... 89 Certain Payments........................................ 79 Section 17.03. Counterparts............................................ 90 79 Section 17.04. No Oral Modifications................................... 90 80 Section 17.05. Captions................................................ 91 80 Section 17.06. Successors and Assigns.................................. 91 80 Section 17.07. Concerning the Owner Trustee, the Indenture Trustee and the Pass Through Trustee.................................... 91 ............................ 80 Section 17.08. Severability............................................ 92 81 Section 17.09. Public Release of Information........................... 92 81 Section 17.10. Certain Limitations on Reorganization................... 92 81 Section 17.11. GOVERNING LAW........................................... 93 82 Section 17.12. Section 1110 Compliance................................. 93 82 Section 17.13. Reliance of Liquidity Providers......................... 93 82 ARTICLE 18 CONFIDENTIALITY Section 18.01. Confidentiality......................................... 93 82 SCHEDULE I Certificate Information Owner Participant's Commitment; Debt Portion SCHEDULE II Definitions SCHEDULE III Permitted Country List SCHEDULE IV Debt Portion EXHIBIT A(1)(a)(iA(1)(a) Opinion of Lessee's Counsel (Certificate Closing Date) EXHIBIT A(1)(a)(ii) Opinion of Lessee's Counsel (Delivery Date) EXHIBIT A(1)(b)(iA(1)(b) Opinion of Lessee's Special Counsel (Certificate Closing Date) EXHIBIT A(1)(b)(ii) Opinion of Lessee's Special Counsel (Delivery Date) EXHIBIT A(2)(aA(2) Opinion of Owner Participant's and Owner Participant Guarantor's Special Counsel EXHIBIT A(2)(b) Opinion of Owner Participant's and Owner Participant Guarantor's Counsel EXHIBIT A(3) Opinion of Indenture Trustee's Special Counsel EXHIBIT A(4)(a)(iA(4) Opinion of Special Aviation Counsel EXHIBIT A(5) Opinion of Owner Trustee's Special Counsel (Certificate Closing Date) EXHIBIT A(4)(a)(iiA(6) Opinion of Owner TrusteeEngine Manufacturer's Special Counsel (Delivery Date) EXHIBIT A(5A(7) Opinion of Pass Through Trustee's and Subordination Agent's Special Counsel EXHIBIT A(6)(a) Opinion of Liquidity Provider's Counsel EXHIBIT A(6)(b) Opinion of Liquidity Provider's Special Counsel EXHIBIT A(7) Opinion of Engine Manufacturer's Counsel EXHIBIT A(8) Opinion of Manufacturer's and AVSA's Counsel EXHIBIT A(9) Opinion of Special Aviation Counsel EXHIBIT B Form of Lease Agreement EXHIBIT C Form of Indenture EXHIBIT D Form of Trust Agreement EXHIBIT E Form of Purchase Agreement Assignment, Consent and Agreement, AVSA Consent and Agreement EXHIBIT F Form of Engine Warranty Assignment and Engine Consent EXHIBIT G-1 Form of Assignment and Assumption Agreement EXHIBIT G-2 Form of Owner Participant Guaranty PARTICIPATION AGREEMENT (FEDERAL EXPRESS CORPORATION TRUST NO. N671FEN583FE) PARTICIPATION AGREEMENT (FEDERAL EXPRESS CORPORATION TRUST NO. N671FEN583FE) dated as of May 1, 1997, as amended and restated as of September 1, 1997 (this "Agreement") among FEDERAL EXPRESS CORPORATION, a Delaware corporation (herein, together with its successors and permitted assigns, the "Lessee" and the "Initial Owner Participant"), PMCC BNY LEASING CORPORATION, a Delaware New York corporation (herein, together with its successors and permitted assigns, the "Owner Participant"), STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as owner trustee under the Trust Agreement referred to below (in such capacity as trustee, together with its successors and permitted assigns, the "Owner Trustee"), FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as indenture trustee under the Indenture referred to below (in such capacity as trustee, together with its successors and permitted assigns, the "Indenture Trustee"), FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as pass through trustee of three separate Pass Through Trusts (in such capacity as trustee, together with its successors and permitted assigns, the "Pass Through Trustee"), and FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as subordination agent (in such capacity as trustee, together with its successors and permitted assigns, the "Subordination Agent").

Owner for Federal Tax Purposes. 89 79 Section 17.02. Collateral Account...................................... 89 79 Section 17.03. Counterparts............................................ 90 80 Section 17.04. No Oral Modifications................................... 90 80 Section 17.05. Captions................................................ 91 80 Section 17.06. Successors and Assigns.................................. 91 80 Section 17.07. Concerning the Owner Trustee, the Indenture Trustee and the Pass Through Trustee.................................... 91 ............................ 81 Section 17.08. Severability............................................ 92 81 Section 17.09. Public Release of Information........................... 92 81 Section 17.10. Certain Limitations on Reorganization................... 92 81 Section 17.11. GOVERNING LAW........................................... 93 82 Section 17.12. Section 1110 Compliance................................. 93 82 Section 17.13. Reliance of Liquidity Providers......................... 93 Provider.......................... 82 ARTICLE 18 CONFIDENTIALITY Section 18.01. Confidentiality......................................... 93 83 SCHEDULE I Certificate Information Owner Participant's Commitment; Debt Portion SCHEDULE II Definitions SCHEDULE III Permitted Country List SCHEDULE IV Debt Portion EXHIBIT A(1)(a)(iA(1)(a) Opinion of Lessee's Counsel (Certificate Closing Date) EXHIBIT A(1)(a)(ii) Opinion of Lessee's Counsel (Delivery Date) EXHIBIT A(1)(b)(iA(1)(b) Opinion of Lessee's Special Counsel (Certificate Closing Date) EXHIBIT A(1)(b)(ii) Opinion of Lessee's Special Counsel (Delivery Date) EXHIBIT A(2)(a) Opinion of Owner Participant's and Owner Participant Guarantor's Special New York Counsel EXHIBIT A(2)(b) Opinion of Owner Participant's and Owner Participant Guarantor's Special Michigan Counsel EXHIBIT A(3) Opinion of Indenture Trustee's Special Counsel EXHIBIT A(4)(a)(iA(4) Opinion of Special Aviation Counsel EXHIBIT A(5) Opinion of Owner Trustee's Special Counsel (Certificate Closing Date) EXHIBIT A(4)(a)(iiA(6) Opinion of Owner TrusteeEngine Manufacturer's Special Counsel (Delivery Date) EXHIBIT A(5A(7) Opinion of Pass Through Trustee's and Subordination Agent's Special Counsel EXHIBIT A(6)(a) Opinion of Liquidity Provider's Counsel EXHIBIT A(6)(b) Opinion of Liquidity Provider's Special Counsel EXHIBIT A(7) Opinion of Engine Manufacturer's Counsel EXHIBIT A(8) Opinion of Manufacturer's and AVSA's Counsel EXHIBIT A(9) Opinion of Special Aviation Counsel EXHIBIT B Form of Lease Agreement EXHIBIT C Form of Indenture EXHIBIT D Form of Trust Agreement EXHIBIT E Form of Purchase Agreement Assignment, Consent and Agreement, AVSA Consent and Agreement EXHIBIT F Form of Engine Warranty Assignment and Engine Consent EXHIBIT G-1 Form of Assignment and Assumption Agreement EXHIBIT G-2 Form of Owner Participant Guaranty PARTICIPATION AGREEMENT (FEDERAL EXPRESS CORPORATION TRUST NO. N671FEN584FE) PARTICIPATION AGREEMENT (FEDERAL EXPRESS CORPORATION TRUST NO. N671FEN584FE) dated as of May 1, 1997 1997, as amended and restated as of February 1, 1998 (this "Agreement") among FEDERAL EXPRESS CORPORATION, a Delaware corporation (herein, together with its successors and permitted assigns, the "Lessee" and the "Initial Owner Participant"), PMCC LEASING CORPORATIONKEY CORPORATE CAPITAL INC., a Delaware Michigan corporation (herein, together with its successors and permitted assigns, the "Owner Participant"), STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as owner trustee under the Trust Agreement referred to below (in such capacity as trustee, together with its successors and permitted assigns, the "Owner Trustee"), FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as indenture trustee under the Indenture referred to below (in such capacity as trustee, together with its successors and permitted assigns, the "Indenture Trustee"), FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as pass through trustee of three separate Pass Through Trusts (in such capacity as trustee, together with its successors and permitted assigns, the "Pass Through Trustee"), and FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as otherwise expressly stated herein, but solely as subordination agent (in such capacity as trustee, together with its successors and permitted assigns, the "Subordination Agent").