Common use of Refinancing of Domestic Swing Line Loans Clause in Contracts

Refinancing of Domestic Swing Line Loans. (A) Unless the Company has repaid any Domestic Swing Line Loan then outstanding by 11 a.m. on the tenth Business Day after such Loan was made (the “Swing Line Repayment Date”), the Domestic Swing Line Lender or the Administrative Agent shall, no later than 12 noon on the Swing Line Repayment Date, or at any time prior thereto in its sole discretion may, request, on behalf of the Company (which hereby irrevocably authorizes the Domestic Swing Line Lender to so request on its behalf), that each U.S. Dollar Lender make a Base Rate Committed Loan in Dollars to the Company in an amount equal to such Lender’s Applicable U.S. Dollar Percentage of the amount of Domestic Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate U.S. Dollar Commitments and the conditions set forth in Section 4.02. The Domestic Swing Line Lender shall furnish the Company with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each U.S. Dollar Lender shall make an amount equal to its Applicable U.S. Dollar Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Domestic Swing Line Loan) for the account of the Domestic Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated payments, not later than 1:00 p.m. on the Swing Line Repayment Date, whereupon, subject to Section 2.05(a)(iii)(B), each U.S. Dollar Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Company in such amount. The Administrative Agent shall remit the funds so received to the Domestic Swing Line Lender. (B) If for any reason any Domestic Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.05(a)(iii)(A), the request for Base Rate Committed Loans submitted by the Domestic Swing Line Lender as set forth herein shall be deemed to be a request by the Domestic Swing Line Lender that each of the U.S. Dollar Lenders fund its risk participation in the relevant Domestic Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.05(a)(iii)(A) shall be deemed payment in respect of such participation. (C) If any U.S. Dollar Lender fails to make available to the Administrative Agent for the account of the Domestic Swing Line Lender any amount required to be paid by such U.S. Dollar Lender pursuant to the foregoing provisions of this Section 2.05(a)(iii) by the time specified in Section 2.05(a)(iii)(A), the Domestic Swing Line Lender shall be entitled to recover from such U.S. Dollar Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Domestic Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Domestic Swing Line Lender in connection with the foregoing. If such U.S. Dollar Lender pays such amount (with interest and fees as aforesaid), the amount so paid (other than such interest and fees) shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Domestic Swing Line Loan, as the case may be, as of the date of such Committed Borrowing or participation. A certificate of the Domestic Swing Line Lender submitted to any U.S. Dollar Lender (through the Administrative Agent) with respect to any amounts owing under this clause (C) shall be conclusive absent manifest error. (D) Each U.S. Dollar Lender’s obligation to make U.S. Dollar Committed Loans or to purchase and fund risk participations in Domestic Swing Line Loans pursuant to this Section 2.05(a)(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such U.S. Dollar Lender may have against the Domestic Swing Line Lender, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each U.S. Dollar Lender’s obligation to make U.S. Dollar Committed Loans pursuant to this Section 2.05(a)(iii) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Domestic Swing Line Loans, together with interest as provided herein.

Refinancing of Domestic Swing Line Loans. (A) Unless the Company has repaid any Domestic Swing Line Loan then outstanding by 11 a.m. on the tenth Business Day after such Loan was made (the “Swing Line Repayment Date”), the The Domestic Swing Line Lender or the Administrative Agent shall, no later than 12 noon on the Swing Line Repayment Date, or at any time prior thereto in its sole and absolute discretion may, may request, on behalf of the Company Domestic Borrower (which hereby irrevocably authorizes requests the Domestic Swing Line Lender to so request on its behalf), that each U.S. Dollar Domestic Lender make a Committed Base Rate Committed Loan in Dollars to the Company in an amount equal to such Lender’s Applicable U.S. Dollar Percentage Pro Rata Share of the amount of Domestic Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate U.S. Dollar Domestic Commitments and the conditions set forth in Section 4.02. The Domestic Swing Line Lender shall furnish the Company Domestic Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Domestic Administrative Agent. Each U.S. Dollar Domestic Lender shall make an amount equal to its Applicable U.S. Dollar Percentage Pro Rata Share of the amount specified in such Committed Loan Notice available to the Domestic Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral immediately available with respect to the applicable Domestic Swing Line Loan) funds for the account of the Domestic Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated payments, of the Domestic Administrative Agent not later than 1:00 p.m. 11:00 a.m. on the Swing Line Repayment Dateday specified in such Committed Loan Notice, whereupon, subject to Section 2.05(a)(iii)(B2.05(c)(i)(B), each U.S. Dollar Domestic Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Company Domestic Borrower in such amount. The Domestic Administrative Agent shall remit the funds so received to the Domestic Swing Line Lender. (B) If for any reason any Committed Borrowing cannot be requested in accordance with Section 2.05(c)(i)(A) or any Domestic Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.05(a)(iii)(A)Borrowing, the request for Base Rate Committed Loans Loan Notice submitted by the Domestic Swing Line Lender as set forth herein shall be deemed to be a request by the Domestic Swing Line Lender that each of the U.S. Dollar Domestic Lenders fund its risk participation in the relevant Domestic Swing Line Loan and each Domestic Lender’s payment to the Domestic Administrative Agent for the account of the Domestic Swing Line Lender pursuant to Section 2.05(a)(iii)(A2.05(c)(i)(A) shall be deemed payment in respect of such participation. (C) If any U.S. Dollar Domestic Lender fails to make available to the Domestic Administrative Agent for the account of the Domestic Swing Line Lender any amount required to be paid by such U.S. Dollar Domestic Lender pursuant to the foregoing provisions of this Section 2.05(a)(iii2.05(c)(i) by the time specified in Section 2.05(a)(iii)(A2.05(c)(i)(A), the Domestic Swing Line Lender shall be entitled to recover from such U.S. Dollar Domestic Lender (acting through the Domestic Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Domestic Swing Line Lender at a rate per annum equal to the applicable Overnight Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Domestic Swing Line Lender in connection with the foregoing. If such U.S. Dollar Lender pays such amount (with interest and fees as aforesaid), the amount so paid (other than such interest and fees) shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Domestic Swing Line Loan, as the case may be, as of the date of such Committed Borrowing or participation. A certificate of the Domestic Swing Line Lender submitted to any U.S. Dollar Domestic Lender (through the Domestic Administrative Agent) with respect to any amounts owing under this clause (Ciii) shall be conclusive absent manifest error. (D) Each U.S. Dollar Domestic Lender’s obligation to make U.S. Dollar Committed Loans or to purchase and fund risk participations in Domestic Swing Line Loans pursuant to this Section 2.05(a)(iii2.05(c)(i) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoffset-off, counterclaim, recoupment, defense or other right which such U.S. Dollar Domestic Lender may have against the Domestic Swing Line Lender, the Company Domestic Borrower or any other Person for any reason whatsoever, (iiB) the occurrence or continuance of a Default or an Event of Default, or (iiiC) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each U.S. Dollar Domestic Lender’s obligation to make U.S. Dollar Committed Domestic Loans pursuant to this Section 2.05(a)(iii2.05(c)(i) is subject to the conditions set forth in Section 4.02. No Any such funding purchase of risk participations shall not relieve or otherwise impair the obligation of the Company Domestic Borrower to repay Domestic Swing Line Loans, together with interest as provided herein.

Refinancing of Domestic Swing Line Loans. (A) Unless the Company has repaid any Domestic Swing Line Loan then outstanding by 11 a.m. on the tenth Business Day after such Loan was made (the “Swing Line Repayment Date”), the Each Domestic Swing Line Lender or the Administrative Agent shall, no later than 12 noon on the Swing Line Repayment Date, or at any time prior thereto in its sole discretion may, may request, on behalf of the Company Xxxxx (which hereby irrevocably authorizes the each Domestic Swing Line Lender to so request on its behalf), that each U.S. Dollar Domestic Lender make a Domestic Revolving Loan that is a Domestic Base Rate Committed Loan in Dollars to the Company in an amount equal to such Domestic Lender’s Applicable U.S. Dollar Percentage of the amount of such Domestic Swing Line Lender’s Domestic Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Domestic Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Domestic Revolving Loans that are Domestic Base Rate Loans, but subject to the unutilized portion of the Aggregate U.S. Dollar Domestic Commitments and the conditions set forth in Section 4.02. The applicable Domestic Swing Line Lender shall furnish the Company Ryder with a copy of the applicable Committed Domestic Loan Notice promptly after delivering such notice to the Administrative Agent. Each U.S. Dollar Domestic Lender shall make an amount equal to its Applicable U.S. Dollar Percentage of the amount specified in such Committed Domestic Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Domestic Swing Line Loan) for the account of the applicable Domestic Swing Line Lender at the Head Office for the Administrative Agent’s Office Agent for Dollar-denominated payments, payments not later than 1:00 p.m. on the Swing Line Repayment Dateday specified in such Domestic Loan Notice, whereupon, subject to Section 2.05(a)(iii)(B2.04(c)(i)(B), each U.S. Dollar Domestic Lender that so makes funds available shall be deemed to have made a Domestic Revolving Loan that is a Domestic Base Rate Committed Loan to the Company Ryder in such amount. The Administrative Agent shall remit the funds so received to the applicable Domestic Swing Line Lender. (B) If for any reason any Domestic Swing Line Loan cannot be refinanced by such a Committed Domestic Revolving Borrowing in accordance with Section 2.05(a)(iii)(A2.04(c)(i)(A), the request for Domestic Revolving Loans that are Domestic Base Rate Committed Loans submitted by the applicable Domestic Swing Line Lender as set forth herein shall be deemed to be a request by the such Domestic Swing Line Lender that each of the U.S. Dollar Domestic Lenders fund its risk participation in the relevant Domestic Swing Line Loan and each Domestic Lender’s payment to the Administrative Agent for the account of the such Domestic Swing Line Lender pursuant to Section 2.05(a)(iii)(A2.04(c)(i)(A) shall be deemed payment in respect of such participation. (C) If any U.S. Dollar Domestic Lender fails to make available to the Administrative Agent for the account of the applicable Domestic Swing Line Lender any amount required to be paid by such U.S. Dollar Domestic Lender pursuant to the foregoing provisions of this Section 2.05(a)(iii2.04(c)(i) by the time specified in Section 2.05(a)(iii)(A2.04(c)(i)(A), the applicable Domestic Swing Line Lender shall be entitled to recover from such U.S. Dollar Domestic Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such Domestic Swing Line Lender at a rate per annum equal to the greater of the applicable Overnight Rate from time to time in effecteffect and a rate determined by the applicable Domestic Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the such Domestic Swing Line Lender in connection with the foregoing. If such U.S. Dollar Domestic Lender pays such amount (with interest and fees as aforesaid), the amount so paid (other than such interest and fees) shall constitute such Domestic Lender’s Committed Domestic Revolving Loan included in the relevant Committed Domestic Revolving Borrowing or funded participation in the relevant Domestic Swing Line Loan, as the case may be, as of the date of such Committed Borrowing or participation. A certificate of the any Domestic Swing Line Lender submitted to any U.S. Dollar Domestic Lender (through the Administrative Agent) with respect to any amounts owing under this clause (CSection 2.04(c)(i)(C) shall be conclusive absent manifest error. (D) Each U.S. Dollar Lender’s obligation to make U.S. Dollar Committed Domestic Revolving Loans or to purchase and fund risk participations in Domestic Swing Line Loans pursuant to this Section 2.05(a)(iii2.04(c)(i) shall be absolute and unconditional and shall not be affected by any circumstance, including (i1) any setoff, counterclaim, recoupment, defense or other right which such U.S. Dollar Domestic Lender may have against the any Domestic Swing Line Lender, the Company Ryder or any other Person for any reason whatsoever, (ii2) the occurrence or continuance of a Default or an Event of Default, or (iii3) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, howeverthat, that each U.S. Dollar Domestic Lender’s obligation to make U.S. Dollar Committed Revolving Loans pursuant to this Section 2.05(a)(iii2.04(c)(i) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Xxxxx to repay Domestic Swing Line Loans, together with interest as provided herein.

Refinancing of Domestic Swing Line Loans. (Ai) Unless the Company has repaid any Domestic Swing Line Loan then outstanding by 11 a.m. on the tenth Business Day after such Loan was made (the “Swing Line Repayment Date”), the Each Domestic Swing Line Lender or the Administrative Agent shall, no later than 12 noon on the Swing Line Repayment Date, or at any time prior thereto in its sole and absolute discretion may, may request, on behalf of the Company applicable Borrower or Borrowers (which and such Borrowers hereby irrevocably authorizes authorize the Domestic Swing Line Lender Lenders to so request on its behalf), that each U.S. Dollar Revolving Lender make a Committed Revolving Loan that is a Base Rate Committed Loan in Dollars to the Company in an amount equal to such Lender’s Applicable U.S. Dollar Revolving Commitment Percentage of the amount of Domestic Swing Line Loans made by such Domestic Swing Line Lender then outstanding. Such request shall be made by the applicable Domestic Swing Line Lender in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate U.S. Dollar Revolving Commitments and or the conditions set forth in Section 4.025.02. The applicable Domestic Swing Line Lender shall furnish the Company applicable Borrower or Borrowers with a copy of the applicable Committed such Loan Notice promptly after delivering such notice to the Administrative Agent. Each U.S. Dollar Revolving Lender shall make an amount equal to its Applicable U.S. Dollar Revolving Commitment Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Domestic Swing Line Loan) for the account of the applicable Domestic Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated payments, not later than 1:00 p.m. on the Swing Line Repayment Dateday specified in such Loan Notice, whereupon, subject to Section 2.05(a)(iii)(B2.09(b)(ii), each U.S. Dollar Revolving Lender that so makes funds available shall be deemed to have made a Committed Revolving Loan that is a Base Rate Committed Loan to the Company applicable Borrower or Borrowers in such amount. The Administrative Agent shall remit the funds so received to the applicable Domestic Swing Line Lender. (Bii) If for any reason any Domestic Swing Line Loan cannot be refinanced by such a Borrowing of Committed Borrowing Revolving Loans in accordance with Section 2.05(a)(iii)(A2.09(b)(i), the request for Base Rate Committed Revolving Loans submitted by the applicable Domestic Swing Line Lender as set forth herein shall be deemed to be a request by the applicable Domestic Swing Line Lender that each of the U.S. Dollar Revolving Lenders fund its risk participation in the relevant Domestic Swing Line Loan and each such Lender’s payment to the Administrative Agent for the account of the applicable Domestic Swing Line Lender pursuant to Section 2.05(a)(iii)(A2.09(b)(i) shall be deemed payment in respect of such participation. (Ciii) If any U.S. Dollar Revolving Lender fails to make available to the Administrative Agent for the account of the applicable Domestic Swing Line Lender any amount required to be paid by such U.S. Dollar Lender pursuant to the foregoing provisions of this Section 2.05(a)(iii2.09(b) by the time specified in Section 2.05(a)(iii)(A2.09(b)(i), the applicable Domestic Swing Line Lender shall be entitled to recover from such U.S. Dollar Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the applicable Domestic Swing Line Lender at a rate per annum equal to the applicable Overnight Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Domestic Swing Line Lender in connection with the foregoing. If such U.S. Dollar Lender pays such amount (with interest and fees as aforesaid), the amount so paid (other than such interest and fees) shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Domestic Swing Line Loan, as the case may be, as of the date of such Committed Borrowing or participation. A certificate of the applicable Domestic Swing Line Lender submitted to any U.S. Dollar Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (Ciii) shall be conclusive absent manifest error. (Div) Each U.S. Dollar Revolving Lender’s obligation to make U.S. Dollar Committed Revolving Loans or to purchase and fund risk participations in Domestic Swing Line Loans pursuant to this Section 2.05(a)(iii2.09(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoffset-off, counterclaim, recoupment, defense or other right which that such U.S. Dollar Lender may have against the applicable Domestic Swing Line Lender, the Company Borrowers or any other Person for any reason whatsoever, (iiB) the occurrence or continuance of a Default or an Event of Default, (C) non-compliance with the conditions set forth in Section 5.02, or (iiiD) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each U.S. Dollar Lender’s obligation to make U.S. Dollar Committed Loans pursuant to this Section 2.05(a)(iii) is subject to the conditions set forth in Section 4.02. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrowers to repay Domestic Swing Line Loans, together with interest as provided herein.

Refinancing of Domestic Swing Line Loans. (Ai) Unless the Company has repaid any Domestic Swing Line Loan then outstanding by 11 a.m. on the tenth Business Day after such Loan was made (the “Swing Line Repayment Date”), the The Domestic Swing Line Lender or the Administrative Agent shall, no later than 12 noon on the Swing Line Repayment Date, or at any time prior thereto in its sole and absolute discretion may, may request, on behalf of the Company Borrower (which hereby irrevocably authorizes the Domestic Swing Line Lender to so request on its behalf), that each U.S. Dollar Lender make a Base Rate Committed Loan in Dollars to the Company in an amount equal to such Lender’s Applicable U.S. Dollar Percentage of the amount of Domestic Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate U.S. Dollar Commitments and the conditions set forth in Section 4.02Commitments. The Domestic Swing Line Lender shall furnish the Company Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each U.S. Dollar Lender shall make an amount equal to its Applicable U.S. Dollar Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Domestic Swing Line Loan) for the account of the Domestic Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated payments, payments not later than 1:00 p.m. on the Swing Line Repayment Dateday specified in such Committed Loan Notice, whereupon, subject to Section 2.05(a)(iii)(B2.04(c)(ii), each U.S. Dollar Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Company Borrower in such amount. The Administrative Agent shall remit the funds so received to the Domestic Swing Line Lender. (Bii) If for any reason any Domestic Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.05(a)(iii)(A2.04(c)(i), the request for Base Rate Committed Loans submitted by the Domestic Swing Line Lender as set forth herein shall be deemed to be a request by the Domestic Swing Line Lender that each of the U.S. Dollar Lenders fund its risk participation in the relevant Domestic Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Domestic Swing Line Lender pursuant to Section 2.05(a)(iii)(A2.04(c)(i) shall be deemed payment in respect of such participation. (Ciii) If any U.S. Dollar Lender fails to make available to the Administrative Agent for the account of the Domestic Swing Line Lender any amount required to be paid by such U.S. Dollar Lender pursuant to the foregoing provisions of this Section 2.05(a)(iii2.04(c) by the time specified in Section 2.05(a)(iii)(A2.04(c)(i), the Domestic Swing Line Lender shall be entitled to recover from such U.S. Dollar Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Domestic Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Domestic Swing Line Lender in connection with the foregoing. If such U.S. Dollar Lender pays such amount (with interest and fees as aforesaid), the amount so paid (other than such interest and fees) shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Domestic Swing Line Loan, as the case may be, as of the date of such Committed Borrowing or participation. A certificate of the Domestic Swing Line Lender submitted to any U.S. Dollar Lender (through the Administrative Agent) with respect to any amounts owing under this clause (Ciii) shall be conclusive absent manifest error. (Div) Each U.S. Dollar Lender’s obligation to make U.S. Dollar Committed Loans or to purchase and fund risk participations in Domestic Swing Line Loans pursuant to this Section 2.05(a)(iii2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right which such U.S. Dollar Lender may have against the Domestic Swing Line Lender, the Company Borrower or any other Person for any reason whatsoever, (iiB) the occurrence or continuance of a Default or an Event of Default, or (iiiC) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each U.S. Dollar Lender’s obligation to make U.S. Dollar Committed Loans pursuant to this Section 2.05(a)(iii) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrower to repay Domestic Swing Line Loans, together with interest as provided herein.

Refinancing of Domestic Swing Line Loans. (Ai) Unless the Company has repaid any Domestic Swing Line Loan then outstanding by 11 a.m. on the tenth Business Day after such Loan was made (the “Swing Line Repayment Date”), the The Domestic Swing Line Lender or the Administrative Agent shall, no later than 12 noon on the Swing Line Repayment Date, or at any time prior thereto in its sole and absolute discretion may, may request, on behalf of the Company applicable Borrower (which and such Borrower hereby irrevocably authorizes the Domestic Swing Line Lender to so request on its behalf), that each U.S. Dollar Revolving Lender make a Committed Revolving Loan that is a Base Rate Committed Loan in Dollars to the Company in an amount equal to such Lender’s Applicable U.S. Dollar 's Revolving Commitment Percentage of the amount of Domestic Swing Line Loans then outstanding. Such request shall be made by the Domestic Swing Line Lender in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate U.S. Dollar Revolving Commitments and or the conditions set forth in Section 4.025.02. The Domestic Swing Line Lender shall furnish the Company applicable Borrower with a copy of the applicable Committed such Loan Notice promptly after delivering such notice to the Administrative Agent. Each U.S. Dollar Revolving Lender shall make an amount equal to its Applicable U.S. Dollar Revolving Commitment Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Domestic Swing Line Loan) for the account of the Domestic Swing Line Lender at the Administrative Agent’s 's Office for Dollar-denominated payments, not later than 1:00 p.m. on the Swing Line Repayment Dateday specified in such Loan Notice, whereupon, subject to Section 2.05(a)(iii)(B2.09(b)(ii), each U.S. Dollar Revolving Lender that so makes funds available shall be deemed to have made a Committed Revolving Loan that is a Base Rate Committed Loan to the Company applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Domestic Swing Line Lender. (Bii) If for any reason any Domestic Swing Line Loan cannot be refinanced by such a Borrowing of Committed Borrowing Revolving Loans in accordance with Section 2.05(a)(iii)(A2.09(b)(i), the request for Base Rate Committed Revolving Loans submitted by the Domestic Swing Line Lender as set forth herein shall be deemed to be a request by the Domestic Swing Line Lender that each of the U.S. Dollar Revolving Lenders fund its risk participation in the relevant Domestic Swing Line Loan and each such Lender’s 's payment to the Administrative Agent for the account of the Domestic Swing Line Lender pursuant to Section 2.05(a)(iii)(A2.09(b)(i) shall be deemed payment in respect of such participation. (Ciii) If any U.S. Dollar Revolving Lender fails to make available to the Administrative Agent for the account of the Domestic Swing Line Lender any amount required to be paid by such U.S. Dollar Lender pursuant to the foregoing provisions of this Section 2.05(a)(iii2.09(b) by the time specified in Section 2.05(a)(iii)(A2.09(b)(i), the Domestic Swing Line Lender shall be entitled to recover from such U.S. Dollar Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Domestic Swing Line Lender at a rate per annum equal to the applicable Overnight Federal Funds Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Domestic Swing Line Lender in connection with the foregoing. If such U.S. Dollar Lender pays such amount (with interest and fees as aforesaid), the amount so paid (other than such interest and fees) shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Domestic Swing Line Loan, as the case may be, as of the date of such Committed Borrowing or participation. A certificate of the Domestic Swing Line Lender submitted to any U.S. Dollar Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (Ciii) shall be conclusive absent manifest error. (Div) Each U.S. Dollar Revolving Lender’s 's obligation to make U.S. Dollar Committed Revolving Loans or to purchase and fund risk participations in Domestic Swing Line Loans pursuant to this Section 2.05(a)(iii2.09(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoffset-off, counterclaim, recoupment, defense or other right which that such U.S. Dollar Lender may have against the Domestic Swing Line Lender, the Company Borrowers or any other Person for any reason whatsoever, (iiB) the occurrence or continuance of a Default or an Event of Default, (C) non-compliance with the conditions set forth in Section 5.02, or (iiiD) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each U.S. Dollar Lender’s obligation to make U.S. Dollar Committed Loans pursuant to this Section 2.05(a)(iii) is subject to the conditions set forth in Section 4.02. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Company Borrowers to repay Domestic Swing Line Loans, together with interest as provided herein.

Refinancing of Domestic Swing Line Loans. (A) Unless the Company has repaid any Domestic Swing Line Loan then outstanding by 11 a.m. on the tenth Business Day after such Loan was made (the “Swing Line Repayment Date”), the Each Domestic Swing Line Lender or the Administrative Agent shall, no later than 12 noon on the Swing Line Repayment Date, or at any time prior thereto in its sole discretion may, may request, on behalf of the Company Ryder (which hereby irrevocably authorizes the each Domestic Swing Line Lender to so request on its behalf), that each U.S. Dollar Domestic Lender make a Domestic Revolving Loan that is a Domestic Base Rate Committed Loan in Dollars to the Company in an amount equal to such Domestic Lender’s Applicable U.S. Dollar Percentage of the amount of such Domestic Swing Line Lender’s Domestic Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Domestic Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Domestic Revolving Loans that are Domestic Base Rate Loans, but subject to the unutilized portion of the Aggregate U.S. Dollar Domestic Commitments and the conditions set forth in Section 4.02. The applicable Domestic Swing Line Lender shall furnish the Company Ryder with a copy of the applicable Committed Domestic Loan Notice promptly after delivering such notice to the Administrative Agent. Each U.S. Dollar Domestic Lender shall make an amount equal to its Applicable U.S. Dollar Percentage of the amount specified in such Committed Domestic Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Domestic Swing Line Loan) for the account of the applicable Domestic Swing Line Lender at the Head Office for the Administrative Agent’s Office Agent for Dollar-denominated payments, payments not later than 1:00 p.m. on the Swing Line Repayment Dateday specified in such Domestic Loan Notice, whereupon, subject to Section 2.05(a)(iii)(B2.04(c)(i)(B), each U.S. Dollar Domestic Lender that so makes funds available shall be deemed to have made a Domestic Revolving Loan that is a Domestic Base Rate Committed Loan to the Company Ryder in such amount. The Administrative Agent shall remit the funds so received to the applicable Domestic Swing Line Lender. (B) If for any reason any Domestic Swing Line Loan cannot be refinanced by such a Committed Domestic Revolving Borrowing in accordance with Section 2.05(a)(iii)(A2.04(c)(i)(A), the request for Domestic Revolving Loans that are Domestic Base Rate Committed Loans submitted by the applicable Domestic Swing Line Lender as set forth herein shall be deemed to be a request by the such Domestic Swing Line Lender that each of the U.S. Dollar Domestic Lenders fund its risk participation in the relevant Domestic Swing Line Loan and each Domestic Lender’s payment to the Administrative Agent for the account of the such Domestic Swing Line Lender pursuant to Section 2.05(a)(iii)(A2.04(c)(i)(A) shall be deemed payment in respect of such participation. (C) If any U.S. Dollar Domestic Lender fails to make available to the Administrative Agent for the account of the applicable Domestic Swing Line Lender any amount required to be paid by such U.S. Dollar Domestic Lender pursuant to the foregoing provisions of this Section 2.05(a)(iii2.04(c)(i) by the time specified in Section 2.05(a)(iii)(A2.04(c)(i)(A), the applicable Domestic Swing Line Lender shall be entitled to recover from such U.S. Dollar Domestic Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such Domestic Swing Line Lender at a rate per annum equal to the greater of the applicable Overnight Rate from time to time in effecteffect and a rate determined by the applicable Domestic Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the such Domestic Swing Line Lender in connection with the foregoing. If such U.S. Dollar Domestic Lender pays such amount (with interest and fees as aforesaid), the amount so paid (other than such interest and fees) shall constitute such Domestic Lender’s Committed Domestic Revolving Loan included in the relevant Committed Domestic Revolving Borrowing or funded participation in the relevant Domestic Swing Line Loan, as the case may be, as of the date of such Committed Borrowing or participation. A certificate of the any Domestic Swing Line Lender submitted to any U.S. Dollar Domestic Lender (through the Administrative Agent) with respect to any amounts owing under this clause (CSection 2.04(c)(i)(C) shall be conclusive absent manifest error. (D) Each U.S. Dollar Lender’s obligation to make U.S. Dollar Committed Domestic Revolving Loans or to purchase and fund risk participations in Domestic Swing Line Loans pursuant to this Section 2.05(a)(iii2.04(c)(i) shall be absolute and unconditional and shall not be affected by any circumstance, including (i1) any setoff, counterclaim, recoupment, defense or other right which such U.S. Dollar Domestic Lender may have against the any Domestic Swing Line Lender, the Company Ryder or any other Person for any reason whatsoever, (ii2) the occurrence or continuance of a Default or an Event of Default, or (iii3) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, howeverthat, that each U.S. Dollar Domestic Lender’s obligation to make U.S. Dollar Committed Revolving Loans pursuant to this Section 2.05(a)(iii2.04(c)(i) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company Ryder to repay Domestic Swing Line Loans, together with interest as provided herein.

Refinancing of Domestic Swing Line Loans. (Ai) Unless the Company has repaid any Domestic Swing Line Loan then outstanding by 11 a.m. on the tenth Business Day after such Loan was made (the “Swing Line Repayment Date”), the The Domestic Swing Line Lender or the Administrative Agent shall, no later than 12 noon on the Swing Line Repayment Date, or at any time prior thereto in its sole and absolute discretion may, may request, on behalf of the Company applicable Borrower (which hereby irrevocably authorizes the Domestic Swing Line Lender to so request on its behalf), that each U.S. Dollar Revolving Lender make a Revolving Loan that is Base Rate Committed Loan in Dollars to the Company in an amount equal to such Lender’s Applicable U.S. Percentage of the US Dollar Percentage Equivalent of the amount of any Domestic Swing Line Loans Loan then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate U.S. Dollar Commitments and the conditions set forth in Section 4.025.02 (other than the delivery of a Loan Notice) and provided that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. The Domestic Swing Line Lender shall furnish the Company applicable Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each U.S. Dollar Revolving Lender shall make an amount in US Dollars equal to its Applicable U.S. Dollar Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Domestic Swing Line Loan) for the account of the Domestic Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments, deposits not later than 1:00 p.m. on the Swing Line Repayment Dateday specified in such Loan Notice, whereupon, subject to Section 2.05(a)(iii)(B2.04(c)(ii), each U.S. Dollar Revolving Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Committed Loan to the Company applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Domestic Swing Line LenderLender in US Dollars. (Bii) If for any reason any Domestic Swing Line Loan cannot be refinanced by such a Committed Borrowing of Revolving Loans in accordance with Section 2.05(a)(iii)(A2.04(c)(i), the request for Base Rate Committed Loans submitted by the Domestic Swing Line Lender as set forth herein shall be deemed to be a request by the Domestic Swing Line Lender that each of the U.S. Dollar Revolving Lenders fund its risk participation in the relevant Domestic Swing Line Loan and each Revolving Lender’s payment to the Administrative Agent for the account of the Domestic Swing Line Lender pursuant to Section 2.05(a)(iii)(A2.04(c)(i) shall be deemed payment in respect of such participation. (Ciii) If any U.S. Dollar Revolving Lender fails to make available to the Administrative Agent for the account of the Domestic Swing Line Lender any amount required to be paid by such U.S. Dollar Lender pursuant to the foregoing provisions of this Section 2.05(a)(iii2.04(c) by the time specified in Section 2.05(a)(iii)(A2.04(c)(i), the Domestic Swing Line Lender shall be entitled to recover from such U.S. Dollar Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Domestic Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Domestic Swing Line Lender in connection with the foregoing. If such U.S. Dollar Lender pays such amount (with interest and fees as aforesaid), the amount so paid (other than such interest and fees) shall constitute such Lender’s Committed Revolving Loan included in the relevant Committed Borrowing or funded participation in the relevant Domestic Swing Line Loan, as the case may be, as of the date of such Committed Borrowing or participation. A certificate of the Domestic Swing Line Lender submitted to any U.S. Dollar Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (Ciii) shall be conclusive absent manifest error. (Div) Each U.S. Dollar Revolving Lender’s obligation to make U.S. Dollar Committed Revolving Loans or to purchase and fund risk participations in Domestic Swing Line Loans pursuant to this Section 2.05(a)(iii2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right which that such U.S. Dollar Lender may have against the Domestic Swing Line Lender, the Company any Borrower or any other Person for any reason whatsoever, (iiB) the occurrence or continuance of a Default or an Event of Default, or (iiiC) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each U.S. Dollar Revolving Lender’s obligation to make U.S. Dollar Committed Revolving Loans pursuant to this Section 2.05(a)(iii2.04(c) is subject to the conditions set forth in Section 4.025.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company each Borrower to repay Domestic Swing Line LoansLoans made to it, together with interest as provided herein.

Refinancing of Domestic Swing Line Loans. (Ai) Unless the Company has repaid any Domestic Swing Line Loan then outstanding by 11 a.m. on the tenth Business Day after such Loan was made (the “Swing Line Repayment Date”), the The Domestic Swing Line Lender or the Administrative Agent shall, no later than 12 noon on the Swing Line Repayment Date, or at any time prior thereto in its sole and absolute discretion may, may request, on behalf of the Company applicable Borrower (which hereby irrevocably authorizes the Domestic Swing Line Lender to so request on its behalf), that each U.S. Dollar Lender make a Revolving Loan that is Base Rate Committed Loan in Dollars to the Company in an amount equal to such Lender’s Applicable U.S. Percentage of the US Dollar Percentage Equivalent of the amount of any Domestic Swing Line Loans Loan then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate U.S. Dollar Commitments and the conditions set forth in Section 4.025.02 (other than the delivery of a Loan Notice) and provided that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. The Domestic Swing Line Lender shall furnish the Company applicable Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each U.S. Dollar Lender shall make an amount in US Dollars equal to its Applicable U.S. Dollar Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Domestic Swing Line Loan) for the account of the Domestic Swing Line Lender at the Administrative Agent’s Office for US Dollar-denominated payments, deposits not later than 1:00 p.m. on the Swing Line Repayment Dateday specified in such Loan Notice, whereupon, subject to Section 2.05(a)(iii)(B2.04(c)(ii), each U.S. Dollar Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Committed Loan to the Company applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Domestic Swing Line LenderLender in US Dollars. (Bii) If for any reason any Domestic Swing Line Loan cannot be refinanced by such a Committed Borrowing of Revolving Loans in accordance with Section 2.05(a)(iii)(A2.04(c)(i), the request for Base Rate Committed Loans submitted by the Domestic Swing Line Lender as set forth herein shall be deemed to be a request by the Domestic Swing Line Lender that each of the U.S. Dollar Lenders fund its risk participation in the relevant Domestic Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Domestic Swing Line Lender pursuant to Section 2.05(a)(iii)(A2.04(c)(i) shall be deemed payment in respect of such participation. (Ciii) If any U.S. Dollar Lender fails to make available to the Administrative Agent for the account of the Domestic Swing Line Lender any amount required to be paid by such U.S. Dollar Lender pursuant to the foregoing provisions of this Section 2.05(a)(iii2.04(c) by the time specified in Section 2.05(a)(iii)(A2.04(c)(i), the Domestic Swing Line Lender shall be entitled to recover from such U.S. Dollar Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Domestic Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Domestic Swing Line Lender in connection with the foregoing. If such U.S. Dollar Lender pays such amount (with interest and fees as aforesaid), the amount so paid (other than such interest and fees) shall constitute such Lender’s Committed Revolving Loan included in the relevant Committed Borrowing or funded participation in the relevant Domestic Swing Line Loan, as the case may be, as of the date of such Committed Borrowing or participation. A certificate of the Domestic Swing Line Lender submitted to any U.S. Dollar Lender (through the Administrative Agent) with respect to any amounts owing under this clause (Ciii) shall be conclusive absent manifest error. (Div) Each U.S. Dollar Lender’s obligation to make U.S. Dollar Committed Revolving Loans or to purchase and fund risk participations in Domestic Swing Line Loans pursuant to this Section 2.05(a)(iii2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (iA) any setoff, counterclaim, recoupment, defense or other right which that such U.S. Dollar Lender may have against the Domestic Swing Line Lender, the Company any Borrower or any other Person for any reason whatsoever, (iiB) the occurrence or continuance of a Default or an Event of Default, or (iiiC) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each U.S. Dollar Lender’s obligation to make U.S. Dollar Committed Revolving Loans pursuant to this Section 2.05(a)(iii2.04(c) is subject to the conditions set forth in Section 4.025.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company each Borrower to repay Domestic Swing Line LoansLoans made to it, together with interest as provided herein.