Common use of Swing Line Borrowing Procedures Clause in Contracts

Swing Line Borrowing Procedures. Each Swing Line Borrowing will be made upon the Administrative Borrower’s irrevocable notice, on behalf of the Borrowers, to Swing Line Lender and Administrative Agent, which may, subject to the provisions of Section 10.02(b) and Section 10.02(d), be given by telephone or by approved electronic communication. Each such notice must be received by Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and must specify: (i) the amount to be borrowed, which will be a minimum of $500,000; and (ii) the requested borrowing date, which must be a Business Day. Each such telephonic notice or notice by electronic communication must be confirmed promptly by delivery to Swing Line Lender and Administrative Agent of a separate written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. Promptly after receipt by Swing Line Lender of any telephonic or electronic communication Swing Line Loan Notice, Swing Line Lender will confirm with Administrative Agent (by telephone or in writing, including by electronic communication) that Administrative Agent has also received such Swing Line Loan Notice and, if not, Swing Line Lender will notify Administrative Agent (by telephone or in writing) of the contents thereof. Unless (A) the Swing Line has been terminated or suspended by Swing Line Lender as provided in this Agreement, including Section 2.05(a), (B) Swing Line Lender has received notice (by telephone or in writing, including by electronic communication) from Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (1) directing Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.05(a), or (2) that at least one of the applicable conditions specified in Article IV is not then satisfied, or (C) any Lender is then in default of its obligations to fund under Section 2.05(c)(i) or is otherwise a Defaulting Lender hereunder, unless cash collateral or other credit support satisfactory to Swing Line Lender has been pledged or otherwise provided to Swing Line Lender in respect of such Defaulting Lender’s participation in such Swing Line Borrowing or Swing Line Lender has otherwise entered into arrangements satisfactory to Swing Line Lender to eliminate Swing Line Lender’s risk with respect to such Defaulting Lender, then, subject to the terms and conditions hereof, Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in the related Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowers at its office by crediting the account of the Borrowers on the books of Swing Line Lender in immediately available funds. Notwithstanding the foregoing, Swing Line Lender will not be obligated to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Administrative Agent of a Swing Line Loan Notice.

Swing Line Borrowing Procedures. Each Swing Line Borrowing will shall be made upon the Administrative any Borrower’s irrevocable notice, on behalf of written notice to the Borrowers, to Swing Line Lender and the Administrative Agent, which may, subject to Agent substantially in the provisions form of Section 10.02(b) and Section 10.02(dExhibit D-2 or such other form as may be approved by the Swing Line Lender (including any form on an electronic platform or electronic transmission system as shall be approved by the Swing Line Lender), be given in each case appropriately completed and signed by telephone or by approved electronic communicationan Authorized Officer of the applicable Borrower (a “Swing Line Borrowing Notice”). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. (New York time) on the requested borrowing date, and must specify: shall specify (i) the amount to be borrowed, which will shall be a minimum of $500,000; , and (ii) the requested borrowing date, which must shall be a Business Day. Each such telephonic notice or notice by electronic communication must Swing Line Loans shall bear interest based on the Adjusted Daily Simple SOFR Rate and be confirmed promptly by delivery to denominated in Dollars. In the event that the Swing Line Lender and the Administrative Agent of a separate written Swing Line Loan Noticeare not the same Person, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. Promptly promptly after receipt by the Swing Line Lender of any telephonic or electronic communication Swing Line Loan Borrowing Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing, including by electronic communication) that the Administrative Agent has also received such Swing Line Loan Borrowing Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (A) the Swing Line has been terminated or suspended by Swing Line Lender as provided in this Agreement, including Section 2.05(a), (B) Swing Line Lender has received notice (by telephone or in writing, including by electronic communication) from Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (1) directing Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.05(a), or (2) that at least one of the applicable conditions specified in Article IV is not then satisfied, or (C) any Lender is then in default of its obligations to fund under Section 2.05(c)(i) or is otherwise a Defaulting Lender hereunder, unless cash collateral or other credit support satisfactory to Swing Line Lender has been pledged or otherwise provided to Swing Line Lender in respect of such Defaulting Lender’s participation in such Swing Line Borrowing or Swing Line Lender has otherwise entered into arrangements satisfactory to Swing Line Lender to eliminate Swing Line Lender’s risk with respect to such Defaulting Lender, then, subject Subject to the terms and conditions hereof, the Swing Line Lender willwill (i) after receipt of any Swing Line Borrowing Notice delivered on the date of the requested borrowing, not by the later than 3:00 p.m. of 11:00 a.m. (New York time) and one (1) hour after delivery of such Swing Line Borrowing Notice, and (ii) after receipt of any other Swing Line Borrowing Notice, by 11:00 a.m. (New York time) on the borrowing date specified in the related such Swing Line Loan Borrowing Notice, make the amount of its Swing Line Loan available to the Borrowers at its office by crediting the account applicable Borrower. The location and number of the Borrowers on applicable Borrower’s account to which proceeds of the books Swing Line Loans are to be disbursed shall be set forth in written settlement instructions executed by two Authorized Officers of the applicable Borrower (neither of which shall hold the title of Vice President, Global Treasury) and the Swing Line Lender in immediately available funds. Notwithstanding the foregoing, Swing Line Lender will not be obligated shall have confirmed such location and number of such Borrower’s account to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Administrative Agent which proceeds of a Swing Line Loan Noticeare to be disbursed orally by telephone. Any change to the location and number of the applicable Borrower’s account to which proceeds of a Swing Line Loan are to be disbursed shall be set forth in written settlement instructions executed by two Authorized Officers of the applicable Borrower (neither of which shall hold the title of Vice President, Global Treasury) and the Swing Line Lender shall have confirmed such change to the location and number of such Borrower’s account to which proceeds of a Swing Line Loan are to be disbursed orally by telephone.

Swing Line Borrowing Procedures. Each Unless the Swing Line has been terminated or suspended by Swing Line Lender as provided in subsection (a) of this Section 2.04, each Swing Line Borrowing will shall be made upon the Administrative Borrower’s irrevocable notice, on behalf of the Borrowers, notice to Swing Line Lender and Administrative Agent, which may, subject to the provisions of Section 10.02(b) and Section 10.02(d), may be given by telephone or by approved electronic communicationtelephone. Each such notice must be received by Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and must specify: (i) the amount to be borrowed, which will shall be a minimum of $500,000100,000.00 or a whole multiple of $50,000.00 in excess thereof; and (ii) the requested borrowing date, which must be a Business Day. Each such telephonic notice or notice by electronic communication must be confirmed promptly by delivery to Swing Line Lender and Administrative Agent of a separate written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. Promptly after receipt by Swing Line Lender of any telephonic or electronic communication Swing Line Loan Notice, Swing Line Lender will confirm with Administrative Agent (by telephone or in writing, including by electronic communication) that Administrative Agent has also received such Swing Line Loan Notice and, if not, Swing Line Lender will notify Administrative Agent (by telephone or in writing) of the contents thereof. Unless (A) the Swing Line has been terminated or suspended by Swing Line Lender as provided in this AgreementLender, including Section 2.05(a), or (B) Swing Line Lender has received notice (by telephone or in writing, including by electronic communication) from Administrative Agent (including at the request of any Floorplan Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (1) directing Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.05(a2.04(a), or (2) that at least one of the applicable conditions specified in Article IV is not then satisfied, or (C) any Lender is then in default of its obligations to fund under Section 2.05(c)(i) or is otherwise a Defaulting Lender hereunder, unless cash collateral or other credit support satisfactory to Swing Line Lender has been pledged or otherwise provided to Swing Line Lender in respect of such Defaulting Lender’s participation in such Swing Line Borrowing or Swing Line Lender has otherwise entered into arrangements satisfactory to Swing Line Lender to eliminate Swing Line Lender’s risk with respect to such Defaulting Lender, then, subject to the terms and conditions hereof, Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in the related Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowers Borrower at its office by crediting the account of the Borrowers Borrower on the books of Swing Line Lender in immediately available funds. Notwithstanding the foregoing, Swing Line Lender will not be obligated to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Floorplan Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Floorplan Lenders hereunder other than notifying Administrative Agent of a Swing Line Loan Notice.

Swing Line Borrowing Procedures. Each Swing Line Borrowing will shall be made upon the Administrative Borrower’s irrevocable notice, notice of the applicable Borrower or the Parent on behalf of the Borrowers, applicable Borrower to the Swing Line Lender and the Administrative Agent, which may, subject to the provisions of Section 10.02(b) and Section 10.02(d), may be given by telephone or by approved electronic communicationelectronically. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 11:00 a.m. the standard time where the respective Swing Line Lender is located on the requested borrowing Swing Line Borrowing date, and must specify: shall specify (i) the amount to be borrowed, which will shall be a minimum of $500,000; 100,000 or the Alternative Currency Equivalent thereof in the applicable Alternative Currency with respect to any Foreign Borrower, and (ii) the requested borrowing date, which must shall be a Business Day. Each such telephonic electronic notice or notice by electronic communication must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a separate written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower or the Parent (and, with respect to the Japanese Borrower, a written Swing Line Loan Notice may be delivered to the Administrative BorrowerAgent via facsimile). Promptly after receipt by the Swing Line Lender of any telephonic or electronic communication Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing, including by electronic communication) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (A) the Swing Line has been terminated or suspended by Swing Line Lender as provided in this Agreement, including Section 2.05(a), (B) Swing Line Lender has received notice (by telephone or in writing, including by electronic communication) from the Administrative Agent (including at the request of any Lender) the Required Lenders prior to 2:00 12:00 p.m. the standard time where the respective Swing Line Lender is located on the date of the proposed requested Swing Line Borrowing date (1A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso in clause (i) or clause (ii) to the first sentence of Section 2.05(a2.04(a), or (2B) that at least one or more of the applicable conditions specified in Article IV is not then satisfied, or (C) any Lender is then in default of its obligations to fund under Section 2.05(c)(i) or is otherwise a Defaulting Lender hereunder, unless cash collateral or other credit support satisfactory to Swing Line Lender has been pledged or otherwise provided to Swing Line Lender in respect of such Defaulting Lender’s participation in such Swing Line Borrowing or Swing Line Lender has otherwise entered into arrangements satisfactory to Swing Line Lender to eliminate Swing Line Lender’s risk with respect to such Defaulting Lender, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in the related Swing Line Loan Notice, shall use its reasonable efforts to make the amount of its Swing Line Loan available to the Borrowers at its office applicable Borrower not later than 2:00 p.m. the standard time where the respective Swing Line Lender is located on the Swing Line Borrowing date specified in such Swing Line Loan Notice either (i) by crediting the account of such Borrower or such other account as directed by the Borrowers Parent or the applicable Borrower, as applicable, on the books of the Swing Line Lender in immediately available Same Day Funds, or (ii) by wire transferring such funds. Notwithstanding , in each case in accordance with instructions provided to (and reasonably acceptable to) the foregoing, Swing Line Lender will not be obligated to make a Swing Line Loan to refinance an outstanding by the Lead Borrower; provided, however, that if, on the date of the proposed Swing Line Loan. Lenders agree that Swing Line Lender may agree , there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to modify the borrowing procedures used payment in connection with full of any such L/C Borrowings, and second, shall be made available to the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Administrative Agent of a Swing Line Loan NoticeBorrowers as provided above.

Swing Line Borrowing Procedures. Each Swing Line Borrowing will shall be made upon the Administrative Borrower’s irrevocable notice, on behalf of the Borrowers, notice to Swing Line Lender and Administrative Agent, which may, subject to the provisions of Section 10.02(b) and Section 10.02(d), may be given by telephone or by approved electronic communicationtelephone. Each such notice must be received by Swing Line Lender and Administrative Agent not later than 1:00 p.m. 11:00 a.m. on the requested borrowing date, and must specify: (i) the amount to be borrowed, which will be a minimum of $500,000; and (ii) the requested borrowing date, which must be a Business Day. Each such telephonic notice or notice by electronic communication must be confirmed promptly by delivery to Swing Line Lender and Administrative Agent of a separate written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. Promptly after receipt by Swing Line Lender of any telephonic or electronic communication Swing Line Loan Notice, Swing Line Lender will confirm with Administrative Agent (by telephone or in writing, including by electronic communication) that Administrative Agent has also received such Swing Line Loan Notice and, if not, Swing Line Lender will notify Administrative Agent (by telephone or in writing) of the contents thereof. Unless (A) the Swing Line has been terminated or suspended by Swing Line Lender as provided in this Agreement, including Section 2.05(a), (B) Swing Line Lender has received notice (by telephone or in writing, including by electronic communication) from Administrative Agent (including at the request of any Lender) prior to 2:00 12:00 p.m. on the date of the proposed Swing Line Borrowing (1A) directing Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.05(a2.04(a), or (2B) that at least one of the applicable conditions specified in Article IV is not then satisfied, or (C) any Lender is then in default of its obligations to fund under Section 2.05(c)(i) or is otherwise a Defaulting Lender hereunder, unless cash collateral or other credit support satisfactory to Swing Line Lender has been pledged or otherwise provided to Swing Line Lender in respect of such Defaulting Lender’s participation in such Swing Line Borrowing or Swing Line Lender has otherwise entered into arrangements satisfactory to Swing Line Lender to eliminate Swing Line Lender’s risk with respect to such Defaulting Lender, then, subject to the terms and conditions hereof, Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in the related Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowers Borrower at its office by crediting the account of the Borrowers Borrower on the books of Swing Line Lender in immediately available funds. Notwithstanding the foregoing, Swing Line Lender will not be obligated to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Administrative Agent of a Swing Line Loan Notice.

Swing Line Borrowing Procedures. Each In order to request a Swing Line Borrowing will be made upon Loan, the Administrative Borrower’s irrevocable notice, on behalf of applicable Borrower shall telecopy (or forward by electronic mail or similar means) to the Borrowers, to applicable Swing Line Lender and Administrative Agent, which may, subject to the provisions Administrative Agent a duly completed request setting forth the requested amount and date of Section 10.02(bthe Swing Line Loan (a “Notice of Swing Line Borrowing”) and Section 10.02(din the form of Exhibit 2.1(b)(ii), be given by telephone or by approved electronic communication. Each such notice must to be received by such Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (Local Time) (11:00 a.m. (Local Time) for Australian Swing Line Loans) on the requested borrowing dateday of any proposed Borrowing; provided, and must specify: (i) however, that any such Notice of Swing Line Borrowing may, at the amount discretion of the applicable Swing Line Lender with respect to Swing Line Loans made by such Lender, be borrowed, which will be a minimum of $500,000; and (ii) the requested borrowing date, which must be a Business Day. Each delivered at such telephonic notice or notice later time as agreed to by electronic communication must be confirmed promptly by delivery to such Swing Line Lender and Administrative Agent of a separate written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Administrative relevant Borrower. Promptly after receipt by The Swing Line Lender of shall not make (and Borrower shall not request) any telephonic or electronic communication Swing Line Loan Notice, Swing Line Lender will confirm with Administrative Agent (by telephone or in writing, including by electronic communication) that Administrative Agent has also received such Swing Line Loan Notice and, if not, until the Swing Line Lender will notify and the applicable Borrower each receive confirmation from the Administrative Agent (by telephone or in writing) that the amount of the contents thereof. Unless (A) Borrowing of Swing Line Loans will not exceed the sum of the Available Multicurrency Revolving Commitments immediately prior to such Borrowing and that the other conditions of Borrowing are otherwise met unless the Dollar Equivalent amount of the Borrowing so requested when added to the sum of all outstanding Swing Line Loans provided by such Swing Line Lender is less than or equal to the Swing Line has been terminated or suspended by Swing Line Lender as provided in this Agreement, including Section 2.05(a), (B) Swing Line Lender has received notice (by telephone or in writing, including by electronic communication) from Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (1) directing Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.05(a), or (2) that at least one of the applicable conditions specified in Article IV is not then satisfied, or (C) any Lender is Reserve then in default of its obligations to fund under Section 2.05(c)(i) or is otherwise a Defaulting Lender hereunder, unless cash collateral or other credit support satisfactory to Swing Line Lender has been pledged or otherwise provided to Swing Line Lender in respect of such Defaulting Lender’s participation in such Swing Line Borrowing or Swing Line Lender has otherwise entered into arrangements satisfactory to Swing Line Lender to eliminate Swing Line Lender’s risk effect with respect to such Defaulting Swing Line Lender, then, subject to the terms and conditions hereof, . The Swing Line Lender will, shall not later than 3:00 p.m. on the borrowing date specified in the related make any Swing Line Loan Noticein the period commencing on the first Business Day after it receives written notice from the Company, make Administrative Agent or any Multicurrency Revolving Lender that any Event of Default or Unmatured Event of Default has occurred and is continuing, and ending when such Event of Default or Unmatured Event of Default is no longer continuing. Each Swing Line Lender shall notify the Administrative Agent in writing (which writing may be a telecopy or electronic mail) weekly, by no later than 10:00 a.m. (New York time) on the first Business Day of each week, of the aggregate principal amount of its Swing Line Loan available to Loans then outstanding. The Company shall notify in writing (which writing may be a telecopy or electronic mail) (the Borrowers at its office by crediting “Swing Line Reserve Notice”) the account Administrative Agent and each Swing Line Lender on the Closing Date of the Borrowers on aggregate principal amount of the books Multicurrency Revolving Commitments which are to be reserved for the making of Swing Line Lender in immediately available funds. Notwithstanding Loans; provided, that the foregoing, Swing Line Reserve for each of the Australian Swing Line Lender will not and Canadian Swing Line Lender as of the Initial Borrowing Date shall be deemed to be the amount of the Australian Swing Line Commitment and Canadian Swing Line Commitment, respectively, until otherwise revised by the Borrower pursuant to a Swing Line Reserve Notice. The Swing Line Reserve Notice shall set forth such information with respect to the Swing Line Reserve of each Swing Line Commitment of each Swing Line Lender. The Company may withdraw all or a portion of the Swing Line Reserve Notice at any time upon three (3) Business Days’ written notice to the Administrative Agent and each Swing Line Lender by delivering a revised Swing Line Reserve Notice to each such Person. Notwithstanding anything else herein to the contrary, no Swing Line Lender shall be obligated to make a any Swing Line Loan to refinance if an outstanding Swing Line Loan. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any Event of the obligations Default or Unmatured Event of Lenders hereunder other than notifying Administrative Agent of a Swing Line Loan NoticeDefault exists or would result therefrom.

Swing Line Borrowing Procedures. (1) Each U.S. Swing Line Borrowing will shall be made upon the Administrative BorrowerCompany’s irrevocable notice, on behalf of notice to the Borrowers, to applicable U.S. Swing Line Lender and the Administrative Agent, which may, subject to the provisions of Section 10.02(b) and Section 10.02(d), may be given by telephone or by approved electronic communicationa U.S. Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the applicable U.S. Swing Line Lender and the Administrative Agent of a U.S. Swing Line Loan Notice. Each such notice U.S. Swing Line Loan Notice must be received by the applicable U.S. Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and must specify: shall specify (iA) the amount to be borrowed, which will shall be a minimum of $500,000; 100,000, and (iiB) the requested borrowing date, which must shall be a Business Day. Each such telephonic notice or notice Promptly after receipt by electronic communication must be confirmed promptly by delivery to the applicable U.S. Swing Line Lender and Administrative Agent of a separate written any U.S. Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. Promptly after receipt by Swing Line Lender of any telephonic or electronic communication Swing Line Loan Notice, such U.S. Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing, including by electronic communication) that the Administrative Agent has also received such U.S. Swing Line Loan Notice and, if not, such U.S. Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (A) the Swing Line has been terminated or suspended by Swing Line Lender as provided in this Agreement, including Section 2.05(a), (B) applicable U.S. Swing Line Lender has received notice (by telephone or in writing, including by electronic communication) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed U.S. Swing Line Borrowing (1) directing such U.S. Swing Line Lender not to make such U.S. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.05(a2.04(a)(i), or (2) that at least one or more of the applicable conditions specified in Article IV is not then satisfied, or (C) any Lender is then in default of its obligations to fund under Section 2.05(c)(i) or is otherwise a Defaulting Lender hereunder, unless cash collateral or other credit support satisfactory to Swing Line Lender has been pledged or otherwise provided to Swing Line Lender in respect of such Defaulting Lender’s participation in such Swing Line Borrowing or Swing Line Lender has otherwise entered into arrangements satisfactory to Swing Line Lender to eliminate Swing Line Lender’s risk with respect to such Defaulting Lender, then, subject to the terms and conditions hereof, the applicable U.S. Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in the related such U.S. Swing Line Loan Notice, make the amount of its U.S. Swing Line Loan available to the Borrowers at its office Company by (x) crediting the account of the Borrowers Company on the books of the applicable U.S. Swing Line Lender with the amount of such funds, or (y) wire transfer of such funds, in immediately available funds. Notwithstanding each case in accordance with instructions provided to (and reasonably acceptable to) the foregoing, applicable U.S. Swing Line Lender will by the Company. CHAR1\1990274v1 (2) Each Euro Swing Line Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the applicable Euro Swing Line Lender (with such notice also being delivered to each other Euro Swing Line Lender) and the Administrative Agent, which may be given by telephone or by a Euro Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the applicable Euro Swing Line Lender (and each other Euro Swing Line Lender) and the Administrative Agent of a Euro Swing Line Loan Notice. Each Euro Swing Line Loan Notice must be received not later than 10:00 a.m., London time, on the requested borrowing date, and shall specify (A) the name of the applicable Borrower, (B) the name of the applicable Euro Swing Line Lender to advance the requested Euro Swing Line Loan, (C) the amount to be obligated borrowed, which amount shall be a minimum of the Dollar Equivalent of $5,000,000 (or such smaller amount as may be agreed by the applicable Euro Swing Line Lender), (D) the requested borrowing date, which shall be a Business Day, and (E) the location and number of such Borrower’s account to which funds are to be disbursed. Unless the applicable Euro Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 11:00 a.m., London time, on the date of the proposed Euro Swing Line Borrowing (1) directing such Euro Swing Line Lender not to make such Euro Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)(ii), or (2) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, such Euro Swing Line Lender shall, promptly after receipt of the applicable Euro Swing Line Loan Notice with respect to such Euro Swing Line Borrowing, make such Euro Swing Line Loan to refinance an outstanding Swing Line Loan. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Administrative Agent applicable Borrower by means of a wire transfer to the account specified in such Euro Swing Line Loan Notice.

Swing Line Borrowing Procedures. (i) Each U.S. Swing Line Borrowing will shall be made upon the Administrative BorrowerCompany’s irrevocable notice, on behalf of notice to the Borrowers, to applicable U.S. Swing Line Lender and the Administrative Agent, which may, subject to the provisions of Section 10.02(b) and Section 10.02(d), may be given by telephone or by approved electronic communicationa U.S. Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the applicable U.S. Swing Line Lender and the Administrative Agent of a U.S. Swing Line Loan Notice. Each such notice U.S. Swing Line Loan Notice must be received by the applicable U.S. Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and must specify: shall specify (iA) the amount to be borrowed, which will shall be a minimum of $500,000; 100,000, and (iiB) the requested borrowing date, which must shall be a Business Day. Each such telephonic notice or notice Promptly after receipt by electronic communication must be confirmed promptly by delivery to the applicable U.S. Swing Line Lender and Administrative Agent of a separate written any U.S. Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. Promptly after receipt by Swing Line Lender of any telephonic or electronic communication Swing Line Loan Notice, such U.S. Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing, including by electronic communication) that the Administrative Agent has also received such U.S. Swing Line Loan Notice and, if not, such U.S. Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (A) the Swing Line has been terminated or suspended by Swing Line Lender as provided in this Agreement, including Section 2.05(a), (B) applicable U.S. Swing Line Lender has received notice (by telephone or in writing, including by electronic communication) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed U.S. Swing Line Borrowing (1) directing such U.S. Swing Line Lender not to make such U.S. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.05(a2.04(a)(i), or (2) that at least one or more of the applicable conditions specified in Article IV is not then satisfied, or (C) any Lender is then in default of its obligations to fund under Section 2.05(c)(i) or is otherwise a Defaulting Lender hereunder, unless cash collateral or other credit support satisfactory to Swing Line Lender has been pledged or otherwise provided to Swing Line Lender in respect of such Defaulting Lender’s participation in such Swing Line Borrowing or Swing Line Lender has otherwise entered into arrangements satisfactory to Swing Line Lender to eliminate Swing Line Lender’s risk with respect to such Defaulting Lender, then, subject to the terms and conditions hereof, the applicable U.S. Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in the related such U.S. Swing Line Loan Notice, make the amount of its U.S. Swing Line Loan available to the Borrowers at its office Company by (x) crediting the account of the Borrowers Company on the books of the applicable U.S. Swing Line Lender with the amount of such funds, or (y) wire transfer of such funds, in immediately available funds. Notwithstanding each case in accordance with instructions provided to (and reasonably acceptable to) the foregoing, applicable U.S. Swing Line Lender will by the Company. (ii) Each Euro Swing Line Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the applicable Euro Swing Line Lender (with such notice also being delivered to each other Euro Swing Line Lender) and the Administrative Agent, which may be given by telephone or by a Euro Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the applicable Euro Swing Line Lender (and each other Euro Swing Line Lender) and the Administrative Agent of a Euro Swing Line Loan Notice. Each Euro Swing Line Loan Notice must be received not later than 10:00 a.m., London time, on the requested borrowing date, and shall specify (A) the name of the applicable Borrower, (B) the name of the applicable Euro Swing Line Lender to advance the requested Euro Swing Line Loan, (C) the amount to be obligated borrowed, which amount shall be a minimum of the Dollar Equivalent of $5,000,000 (or such smaller amount as may be agreed by the applicable Euro Swing Line Lender), (D) the requested borrowing date, which shall be a Business Day, and (E) the location and number of such Borrower’s account to which funds are to be disbursed. Unless the applicable Euro Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 11:00 a.m., London time, on the date of the proposed Euro Swing Line Borrowing (1) directing such Euro Swing Line Lender not to make such Euro Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)(ii), or (2) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, such Euro Swing Line Lender shall, promptly after receipt of the applicable Euro Swing Line Loan Notice with respect to such Euro Swing Line Borrowing, make such Euro Swing Line Loan to refinance an outstanding Swing Line Loan. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Administrative Agent applicable Borrower by means of a wire transfer to the account specified in such Euro Swing Line Loan Notice.

Swing Line Borrowing Procedures. Each Swing Line Borrowing will shall be made upon the Administrative any Borrower’s irrevocable notice, on behalf of written notice to the Borrowers, to Swing Line Lender and the Administrative Agent, which may, subject to Agent substantially in the provisions form of Section 10.02(b) and Section 10.02(dExhibit D-2 or such other form as may be approved by the Swing Line Lender (including any form on an electronic platform or electronic transmission system as shall be approved by the Swing Line Lender), be given in each case appropriately completed and signed by telephone or by approved electronic communicationan Authorized Officer of the applicable Borrower (a “Swing Line Loan Borrowing Notice”). Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. (New York time) on the requested borrowing date, and must specify: shall specify (i) the amount to be borrowed, which will shall be a minimum of $500,000; , and (ii) the requested borrowing date, which must shall be a Business Day. Each such telephonic notice or notice by electronic communication must Swing Line Loans shall bear interest based on the LIBOR Daily Floating Rate and be confirmed promptly by delivery to denominated in Dollars. In the event that the Swing Line Lender and the Administrative Agent of a separate written Swing Line Loan Noticeare not the same Person, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. Promptly promptly after receipt by the Swing Line Lender of any telephonic or electronic communication Swing Line Loan Borrowing Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing, including by electronic communication) that the Administrative Agent has also received such Swing Line Loan Borrowing Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (A) the Swing Line has been terminated or suspended by Swing Line Lender as provided in this Agreement, including Section 2.05(a), (B) Swing Line Lender has received notice (by telephone or in writing, including by electronic communication) from Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (1) directing Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.05(a), or (2) that at least one of the applicable conditions specified in Article IV is not then satisfied, or (C) any Lender is then in default of its obligations to fund under Section 2.05(c)(i) or is otherwise a Defaulting Lender hereunder, unless cash collateral or other credit support satisfactory to Swing Line Lender has been pledged or otherwise provided to Swing Line Lender in respect of such Defaulting Lender’s participation in such Swing Line Borrowing or Swing Line Lender has otherwise entered into arrangements satisfactory to Swing Line Lender to eliminate Swing Line Lender’s risk with respect to such Defaulting Lender, then, subject Subject to the terms and conditions hereof, the Swing Line Lender willwill (i) after receipt of any Swing Line Loan Borrowing Notice delivered on the date of the requested borrowing, not by the later than 3:00 p.m. of 11:00 a.m. (New York time) and one (1) hour after delivery of such Swing Line Loan Borrowing Notice, and (ii) after receipt of any other Swing Line Loan Borrowing Notice, by 11:00 a.m. (New York time) on the borrowing date specified in the related such Swing Line Loan Borrowing Notice, make the amount of its Swing Line Loan available to the Borrowers at its office by crediting the account applicable Borrower. The location and number of the Borrowers on applicable Borrower’s account to which proceeds of the books Swing Line Loans are to be disbursed shall be set forth in written settlement instructions executed by two Authorized Officers of the applicable Borrower (neither of which shall hold the title of Vice President, Global Treasury) and the Swing Line Lender in immediately available funds. Notwithstanding the foregoing, Swing Line Lender will not be obligated shall have confirmed such location and number of such Borrower’s account to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Administrative Agent which proceeds of a Swing Line Loan Noticeare to be disbursed orally by telephone. Any change to the location and number of the applicable Borrower’s account to which proceeds of a Swing Line Loan are to be disbursed shall be set forth in written settlement instructions executed by two Authorized Officers of the applicable Borrower (neither of which shall hold the title of Vice President, Global Treasury) and the Swing Line Lender shall have confirmed such change to the location and number of such Borrower’s account to which proceeds of a Swing Line Loan are to be disbursed orally by telephone.

Swing Line Borrowing Procedures. (i) Each Domestic Swing Line Borrowing will shall be made upon Xxxxx’x irrevocable notice to the Administrative Borrower’s irrevocable notice, on behalf of the Borrowers, to applicable Domestic Swing Line Lender and the Administrative Agent, which may, subject to the provisions of Section 10.02(b) and Section 10.02(d), may be given by telephone or by approved electronic communicationa Domestic Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the applicable Domestic Swing Line Lender and the Administrative Agent of a Domestic Swing Line Loan Notice. Each such notice Domestic Swing Line Loan Notice must be received by the applicable Domestic Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date, and must specify: shall specify (iA) the amount to be borrowed, which will shall be a minimum of $500,000; 1,000,000 or an integral multiple thereof (in each case, or such smaller amount as may be agreed by the applicable Domestic Swing Line Lender), and (iiB) the requested borrowing date, which must shall be a Business Day. Each such telephonic notice or notice Promptly after receipt by electronic communication must be confirmed promptly by delivery to the applicable Domestic Swing Line Lender and Administrative Agent of a separate written any Domestic Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. Promptly after receipt by Swing Line Lender of any telephonic or electronic communication Swing Line Loan Notice, such Domestic Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing, including by electronic communication) that the Administrative Agent has also received such Domestic Swing Line Loan Notice and, if not, such Domestic Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (A) the Swing Line has been terminated or suspended by Swing Line Lender as provided in this Agreement, including Section 2.05(a), (B) applicable Domestic Swing Line Lender has received notice (by telephone or in writing, including by electronic communication) from the Administrative Agent (including at the request of any Lender) prior to 2:00 3:00 p.m. on the date of the proposed Domestic Swing Line Borrowing (1) directing such Domestic Swing Line Lender not to make such Domestic Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.05(a2.04(a)(i), or (2) that at least one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Domestic Swing Line Lender will, promptly on the borrowing date specified in such Domestic Swing Line Loan Notice, make the amount of its Domestic Swing Line Loan available to Ryder by (x) crediting the account of Ryder on the books of the applicable Domestic Swing Line Lender with the amount of such funds, or (y) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the applicable Domestic Swing Line Lender by Xxxxx. (ii) Each Canadian Swing Line Borrowing shall be made upon the applicable Canadian Borrower’s irrevocable notice to the Canadian Swing Line Lender and the Canadian Agent, which may be given by telephone or by a Canadian Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the Canadian Swing Line Lender and the Canadian Agent of a Canadian Swing Line Loan Notice. Each Canadian Swing Line Loan Notice must be received not later than 2:00 p.m. (Toronto time) on the requested borrowing date, and shall specify (A) the name of the applicable Canadian Borrower, (B) the amount and currency to be borrowed, which amount shall be a minimum of $500,000 (or the Alternative Currency equivalent thereof) or such integral multiple thereof (in each case, or such smaller amount as may be agreed by the Canadian Swing Line Lender); provided, that, there shall be no minimum amount for any Canadian Swing Line Loan which is advanced in order to fund an overdraft in the Canadian Borrowers’ Canadian Dollar accounts maintained with the Canadian Swing Line Lender (as provided in Section 2.04(a)(ii)), (C) any Lender is then in default the requested borrowing date, which shall be a Business Day, and (D) the location and number of its obligations such Canadian Borrower’s account to fund under Section 2.05(c)(i) or is otherwise a Defaulting Lender hereunder, unless cash collateral or other credit support satisfactory which funds are to be disbursed. Unless the Canadian Swing Line Lender has been pledged received notice (by telephone or otherwise provided in writing) from the Canadian Agent (including at the request of any Lender) prior to 3:00 p.m. (Toronto time), on the date of the proposed Canadian Swing Line Borrowing (1) directing the Canadian Swing Line Lender in respect of not to make such Defaulting Lender’s participation in such Canadian Swing Line Borrowing Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)(ii), or Swing Line Lender has otherwise entered into arrangements satisfactory to Swing Line Lender to eliminate Swing Line Lender’s risk with respect to such Defaulting Lender(2) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Canadian Swing Line Lender willshall, not later than 3:00 p.m. on promptly after receipt of the borrowing date specified in the related applicable Canadian Swing Line Loan NoticeNotice with respect to such Canadian Swing Line Borrowing, make the amount of its Swing Line Loan available to the Borrowers at its office by crediting the account of the Borrowers on the books of Swing Line Lender in immediately available funds. Notwithstanding the foregoing, Swing Line Lender will not be obligated to make a such Canadian Swing Line Loan to refinance an outstanding Swing Line Loan. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Administrative Agent applicable Canadian Borrower by means of a wire transfer to the account specified in such Canadian Swing Line Loan Notice. (iii) Each U.K. Swing Line Borrowing shall be made upon the applicable U.K. Xxxxxxxx’s irrevocable notice to the U.K. Swing Line Lender and the Administrative Agent by delivery of a U.K. Swing Line Loan Notice. Each U.K. Swing Line Loan Notice must be received not later than (A) with respect to U.K. Swing Line Loans denominated in Sterling, 10:00 a.m. (London time) on the requested borrowing date and (B) with respect to U.K. Swing Line Loans denominated in Dollars or Euros, 11:00 a.m. (London time) on the requested borrowing date, and shall specify (A) the name of the applicable U.K. Borrower, (B) the amount and currency to be borrowed, which amount shall be a minimum of £500,000 (or the Dollar Equivalent thereof if denominated in Dollars or the Alternative Currency equivalent thereof if denominated in Euros) or such integral multiple thereof (in each case, or such smaller amount as may be agreed by the U.K. Swing Line Lender), (C) the requested borrowing date, which shall be a Business Day, and (D) the location and number of such U.K. Xxxxxxxx’s account to which funds are to be disbursed. Unless the U.K. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. (London time), on the date of the proposed U.K. Swing Line Borrowing (1) directing the U.K. Swing Line Lender not to make such U.K. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)(iii), or (2) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the U.K. Swing Line Lender shall, promptly after receipt of the applicable U.K. Swing Line Loan Notice with respect to such U.K. Swing Line Borrowing, make such U.K. Swing Line Loan to the applicable U.K. Borrower by means of a wire transfer to the account specified in such U.K. Swing Line Loan Notice.

Swing Line Borrowing Procedures. (i) Each Domestic Swing Line Borrowing will shall be made upon the Administrative BorrowerRyder’s irrevocable notice, on behalf of notice to the Borrowers, to applicable Domestic Swing Line Lender and the Administrative Agent, which may, subject to the provisions of Section 10.02(b) and Section 10.02(d), may be given by telephone or by approved electronic communicationa Domestic Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the applicable Domestic Swing Line Lender and the Administrative Agent of a Domestic Swing Line Loan Notice. Each such notice Domestic Swing Line Loan Notice must be received by the applicable Domestic Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date, and must specify: shall specify (iA) the amount to be borrowed, which will shall be a minimum of $500,000; 1,000,000 or an integral multiple thereof (in each case, or such smaller amount as may be agreed by the applicable Domestic Swing Line Lender), and (iiB) the requested borrowing date, which must shall be a Business Day. Each such telephonic notice or notice Promptly after receipt by electronic communication must be confirmed promptly by delivery to the applicable Domestic Swing Line Lender and Administrative Agent of a separate written any Domestic Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. Promptly after receipt by Swing Line Lender of any telephonic or electronic communication Swing Line Loan Notice, such Domestic Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing, including by electronic communication) that the Administrative Agent has also received such Domestic Swing Line Loan Notice and, if not, such Domestic Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (A) the Swing Line has been terminated or suspended by Swing Line Lender as provided in this Agreement, including Section 2.05(a), (B) applicable Domestic Swing Line Lender has received notice (by telephone or in writing, including by electronic communication) from the Administrative Agent (including at the request of any Lender) prior to 2:00 3:00 p.m. on the date of the proposed Domestic Swing Line Borrowing (1) directing such Domestic Swing Line Lender not to make such Domestic Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.05(a2.04(a)(i), or (2) that at least one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Domestic Swing Line Lender will, promptly on the borrowing date specified in such Domestic Swing Line Loan Notice, make the amount of its Domestic Swing Line Loan available to Ryder by (x) crediting the account of Ryder on the books of the applicable Domestic Swing Line Lender with the amount of such funds, or (y) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the applicable Domestic Swing Line Lender by Ryder. (ii) Each Canadian Swing Line Borrowing shall be made upon the applicable Canadian Borrower’s irrevocable notice to the Canadian Swing Line Lender and the Canadian Agent, which may be given by telephone or by a Canadian Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the Canadian Swing Line Lender and the Canadian Agent of a Canadian Swing Line Loan Notice. Each Canadian Swing Line Loan Notice must be received not later than 2:00 p.m. (Toronto time) on the requested borrowing date, and shall specify (A) the name of the applicable Canadian Borrower, (B) the amount and currency to be borrowed, which amount shall be a minimum of $500,000 (or the Alternative Currency equivalent thereof) or such integral multiple thereof (in each case, or such smaller amount as may be agreed by the Canadian Swing Line Lender); provided, that, there shall be no minimum amount for any Canadian Swing Line Loan which is advanced in order to fund an overdraft in the Canadian Borrowers’ Canadian Dollar accounts maintained with the Canadian Swing Line Lender (as provided in Section 2.04(a)(ii)), (C) any Lender is then in default the requested borrowing date, which shall be a Business Day, and (D) the location and number of its obligations such Canadian Borrower’s account to fund under Section 2.05(c)(i) or is otherwise a Defaulting Lender hereunder, unless cash collateral or other credit support satisfactory which funds are to be disbursed. Unless the Canadian Swing Line Lender has been pledged received notice (by telephone or otherwise provided in writing) from the Canadian Agent (including at the request of any Lender) prior to 3:00 p.m. (Toronto time), on the date of the proposed Canadian Swing Line Borrowing (1) directing the Canadian Swing Line Lender in respect of not to make such Defaulting Lender’s participation in such Canadian Swing Line Borrowing Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)(ii), or Swing Line Lender has otherwise entered into arrangements satisfactory to Swing Line Lender to eliminate Swing Line Lender’s risk with respect to such Defaulting Lender(2) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Canadian Swing Line Lender willshall, not later than 3:00 p.m. on promptly after receipt of the borrowing date specified in the related applicable Canadian Swing Line Loan NoticeNotice with respect to such Canadian Swing Line Borrowing, make the amount of its Swing Line Loan available to the Borrowers at its office by crediting the account of the Borrowers on the books of Swing Line Lender in immediately available funds. Notwithstanding the foregoing, Swing Line Lender will not be obligated to make a such Canadian Swing Line Loan to refinance an outstanding Swing Line Loan. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Administrative Agent applicable Canadian Borrower by means of a wire transfer to the account specified in such Canadian Swing Line Loan Notice. (iii) Each U.K. Swing Line Borrowing shall be made upon the applicable U.K. Borrower’s irrevocable notice to the U.K. Swing Line Lender and the Administrative Agent by delivery of a U.K. Swing Line Loan Notice. Each U.K. Swing Line Loan Notice must be received not later than (A) with respect to U.K. Swing Line Loans denominated in Sterling, 10:00 a.m. (London time) on the requested borrowing date and (B) with respect to U.K. Swing Line Loans denominated in Dollars or Euros, 11:00 a.m. (London time) on the requested borrowing date, and shall specify (A) the name of the applicable U.K. Borrower, (B) the amount and currency to be borrowed, which amount shall be a minimum of £500,000 (or the Dollar Equivalent thereof if denominated in Dollars or the Alternative Currency equivalent thereof if denominated in Euros) or such integral multiple thereof (in each case, or such smaller amount as may be agreed by the U.K. Swing Line Lender), (C) the requested borrowing date, which shall be a Business Day, and (D) the location and number of such U.K. Borrower’s account to which funds are to be disbursed. Unless the U.K. Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. (London time), on the date of the proposed U.K. Swing Line Borrowing (1) directing the U.K. Swing Line Lender not to make such U.K. Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)(iii), or (2) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the U.K. Swing Line Lender shall, promptly after receipt of the applicable U.K. Swing Line Loan Notice with respect to such U.K. Swing Line Borrowing, make such U.K. Swing Line Loan to the applicable U.K. Borrower by means of a wire transfer to the account specified in such U.K. Swing Line Loan Notice.

Swing Line Borrowing Procedures. (i) Each Domestic Swing Line Borrowing will shall be made upon Xxxxx’x irrevocable notice to the Administrative Borrower’s irrevocable notice, on behalf of the Borrowers, to applicable Domestic Swing Line Lender and the Administrative Agent, which may, subject to the provisions of Section 10.02(b) and Section 10.02(d), may be given by telephone or by approved electronic communicationa Domestic Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the applicable Domestic Swing Line Lender and the Administrative Agent of a Domestic Swing Line Loan Notice. Each such notice Domestic Swing Line Loan Notice must be received by the applicable Domestic Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the requested borrowing date, and must specify: shall specify (iA) the amount to be borrowed, which will shall be a minimum of $500,000; 1,000,000 or an integral multiple thereof (in each case, or such smaller amount as may be agreed by the applicable Domestic Swing Line Lender), and (iiB) the requested borrowing date, which must shall be a Business Day. Each such telephonic notice or notice Promptly after receipt by electronic communication must be confirmed promptly by delivery to the applicable Domestic Swing Line Lender and Administrative Agent of a separate written any Domestic Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. Promptly after receipt by Swing Line Lender of any telephonic or electronic communication Swing Line Loan Notice, such Domestic Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing, including by electronic communication) that the Administrative Agent has also received such Domestic Swing Line Loan Notice and, if not, such Domestic Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless (A) the Swing Line has been terminated or suspended by Swing Line Lender as provided in this Agreement, including Section 2.05(a), (B) applicable Domestic Swing Line Lender has received notice (by telephone or in writing, including by electronic communication) from the Administrative Agent (including at the request of any Lender) prior to 2:00 3:00 p.m. on the date of the proposed Domestic Swing Line Borrowing (1) directing such Domestic Swing Line Lender not to make such Domestic Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.05(a2.04(a)(i), or (2) that at least one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the applicable Domestic Swing Line Lender will, promptly on the borrowing date specified in such Domestic Swing Line Loan Notice, make the amount of its Domestic Swing Line Loan available to Ryder by (x) crediting the account of Xxxxx on the books of the applicable Domestic Swing Line Lender with the amount of such funds, or (y) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the applicable Domestic Swing Line Lender by Ryder. (ii) Each Canadian Swing Line Borrowing shall be made upon the applicable Canadian Borrower’s irrevocable notice to the Canadian Swing Line Lender and the Canadian Agent, which may be given by telephone or by a Canadian Swing Line Loan Notice; provided, that, any telephonic notice must be confirmed promptly by delivery to the Canadian Swing Line Lender and the Canadian Agent of a Canadian Swing Line Loan Notice. Each Canadian Swing Line Loan Notice must be received not later than 2:00 p.m. (Toronto time) on the requested borrowing date, and shall specify (A) the name of the applicable Canadian Borrower, (B) the amount and currency to be borrowed, which amount shall be a minimum of $500,000 (or the Alternative Currency equivalent thereof) or such integral multiple thereof (in each case, or such smaller amount as may be agreed by the Canadian Swing Line Lender); provided, that, there shall be no minimum amount for any Canadian Swing Line Loan which is advanced in order to fund an overdraft in the Canadian Borrowers’ Canadian Dollar accounts maintained with the Canadian Swing Line Lender (as provided in Section 2.04(a)(ii)), (C) any Lender is then in default the requested borrowing date, which shall be a Business Day, and (D) the location and number of its obligations such Canadian Borrower’s account to fund under Section 2.05(c)(i) or is otherwise a Defaulting Lender hereunder, unless cash collateral or other credit support satisfactory which funds are to be disbursed. Unless the Canadian Swing Line Lender has been pledged received notice (by telephone or otherwise provided in writing) from the Canadian Agent (including at the request of any Lender) prior to 3:00 p.m. (Toronto time), on the date of the proposed Canadian Swing Line Borrowing (1) directing the Canadian Swing Line Lender in respect of not to make such Defaulting Lender’s participation in such Canadian Swing Line Borrowing Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a)(ii), or Swing Line Lender has otherwise entered into arrangements satisfactory to Swing Line Lender to eliminate Swing Line Lender’s risk with respect to such Defaulting Lender(2) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Canadian Swing Line Lender willshall, not later than 3:00 p.m. on promptly after receipt of the borrowing date specified in the related applicable Canadian Swing Line Loan NoticeNotice with respect to such Canadian Swing Line Borrowing, make the amount of its Swing Line Loan available to the Borrowers at its office by crediting the account of the Borrowers on the books of Swing Line Lender in immediately available funds. Notwithstanding the foregoing, Swing Line Lender will not be obligated to make a such Canadian Swing Line Loan to refinance an outstanding Swing Line Loan. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Administrative Agent applicable Canadian Borrower by means of a wire transfer to the account specified in such Canadian Swing Line Loan Notice.

Swing Line Borrowing Procedures. Each (a) In order to request a Swing Line Borrowing will be made upon Loan, the Administrative Borrower’s irrevocable notice, on behalf of Applicable Borrower shall telecopy (or forward by electronic mail or similar means) to the Borrowers, to applicable Swing Line Lender and Administrative Agent, which may, subject to the provisions Administrative Agent a duly completed request setting forth the requested amount (the Dollar Equivalent of Section 10.02(bwhich shall be not less than $500,000) and Section 10.02(ddate of the Swing Line Loan (a "Swing Line Loan Request"), be given by telephone or by approved electronic communication. Each such notice must to be received by such Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (Local Time other than in the case of Swing Line Loans in Euros or GBP in respect of which notice shall be given by 1:00pm London time) on the requested borrowing date, and must specify: (i) day of any proposed borrowing. The Administrative Agent shall promptly confirm with the amount to be borrowed, which will be a minimum of $500,000; and (ii) the requested borrowing date, which must be a Business Day. Each such telephonic notice or notice by electronic communication must be confirmed promptly by delivery to applicable Swing Line Lender the details and Administrative Agent availability of a separate written the requested Swing Line Loan Noticeand the Aggregate Available Revolving Credit. Other than with respect to any borrowing that is provided for by any applicable Swing Line Reserve then in effect, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. Promptly after receipt by Swing Line Lender of shall not make any telephonic or electronic communication Swing Line Loan Notice, Swing Line Lender will confirm with Administrative Agent (by telephone or in writing, including by electronic communication) that Administrative Agent has also received such Swing Line Loan Notice anduntil it receives such confirmation from the Administrative Agent. Subject to the terms of this Agreement, if not, the Swing Line Lender will notify Administrative Agent (by telephone or in writing) of the contents thereof. Unless (A) the Swing Line has been terminated or suspended by Swing Line Lender as provided in this Agreement, including Section 2.05(a), (B) Swing Line Lender has received notice (by telephone or in writing, including by electronic communication) from Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (1) directing Swing Line Lender not to may make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.05(a), or (2) that at least one of the applicable conditions specified in Article IV is not then satisfied, or (C) any Lender is then in default of its obligations to fund under Section 2.05(c)(i) or is otherwise a Defaulting Lender hereunder, unless cash collateral or other credit support satisfactory to Swing Line Lender has been pledged or otherwise provided to Swing Line Lender in respect of such Defaulting Lender’s participation in such Swing Line Borrowing or Swing Line Lender has otherwise entered into arrangements satisfactory to Swing Line Lender to eliminate Swing Line Lender’s risk with respect to such Defaulting Lender, then, subject to the terms and conditions hereof, Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in the related Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowers at its office by crediting Applicable Borrower on the account date specified in the foregoing notice. The Swing Line Lender shall not make any Swing Line Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or any Revolving Credit Lender that one or more of the Borrowers conditions precedent contained in Article V shall not on such date be satisfied, and ending when such conditions are satisfied. The Swing Line Loan Lender shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Article V have been satisfied in connection with the making of any Swing Line Loan. (b) Each Swing Line Lender shall notify the Administrative Agent in writing (which writing may be a telecopy or electronic mail) weekly, by no later than 10:00 a.m. (New York time) on the books first Business Day of each week, of the aggregate principal amount of its Swing Line Loans then outstanding. (c) At least once during each three month period (but not more frequently than once each month), the U.S. Borrower shall notify the Administrative Agent and each Swing Line Lender in immediately available funds. Notwithstanding writing (which writing may be a telecopy or electronic mail) (the foregoing, "Swing Line Lender will not Reserve Notice") of the aggregate principal amount of the Revolving Commitments which are to be obligated to make a reserved for the making of Swing Line Loan to refinance an outstanding Loans. The Swing Line Loan. Lenders agree that Reserve Notice shall set forth such information with respect to each Swing Line Lender Commitment of each Swing Line Lender. The U.S. Borrower may agree to modify the borrowing procedures used in connection with withdraw all or a portion of the Swing Line in its discretion and without affecting Reserve Notice at any of time upon 2 Business Days written notice to the obligations of Lenders hereunder other than notifying Administrative Agent of a and the applicable Swing Line Loan NoticeLender.