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

Repayment of Domestic Swing Line Loans. Ryder shall repay each outstanding Domestic Swing Line Loan directly to each Domestic Swing Line Lender on or prior to the Swing Line Loan Maturity Date relating thereto (or, if earlier, on the date of the termination in full of the Total Domestic Commitment); provided that Ryder shall repay the aggregate Outstanding Amount of all Domestic Swing Line Loans at any time such Outstanding Amount is in excess of $25,000,000 with the proceeds of the Domestic Base Rate Loan requested under §2.12(c), and Ryder agrees to apply, and Ryder hereby authorizes the Domestic Swing Line Lenders to apply, such proceeds to the outstanding Domestic Swing Line Loans. Upon notice by any Domestic Swing Line Lenders to the Administrative Agent on any Business Day (i) following the Swing Line Loan Maturity Date relating to each Domestic Swing Line Loan, or (ii) at the option of such Domestic Swing Line Lenders, after the occurrence of an Event of Default, each of the Domestic Banks hereby agrees to make Domestic Loans to Ryder constituting Domestic Base Rate Loans, on the next succeeding Business Day following such notice, in an amount equal to such Bank’s Domestic Commitment Percentage of the aggregate Outstanding Amount of all Domestic Swing Line Loans made by such Domestic Swing Line Lender (and the Domestic Swing Line Lenders may apply Cash Collateral available for such purpose with respect to the applicable Swing Line Loan). The proceeds thereof shall be applied directly by the Domestic Swing Line Lenders to repay the Domestic Swing Line Loans made by such Domestic Swing Line Lenders, and Ryder hereby authorizes such application. Each Domestic Bank hereby absolutely, unconditionally and irrevocably agrees to make such Domestic Loans upon one Business Days’ notice as set forth above, notwithstanding (A) that the amount of such Domestic Loan may not comply with the applicable minimums set forth herein, (B) the failure of Ryder to meet the applicable conditions set forth in §00 xx §00 hereof, (C) the occurrence or continuance of a Default or an Event of Default hereunder, (D) the Total Domestic Commitment in effect at such time, (E) any setoff, counterclaim, recoupment, defense or other right which such Domestic Bank may have against the Domestic Swing Line Lenders, Ryder or any other Person for any reason whatsoever or (F) any other occurrence, event or condition, whether or not similar to any of the foregoing. In the event that it is impracticable for such Domestic Loan to be made for any reason on the date otherwise required above, then each Domestic Bank hereby agrees that it shall forthwith purchase (as of the date such Domestic Loan would have been made, but adjusted for any payments received from Ryder on or after such date and prior to such purchase) from each of the Domestic Swing Line Lenders, and each of the Domestic Swing Line Lenders shall sell to each Domestic Bank, such participations in its Domestic Swing Line Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Domestic Banks to share in such Domestic Swing Line Loans pro rata based on their respective Domestic Commitment Percentages (without regard to any termination of the Total Domestic Commitment hereunder) by making available to each of the Domestic Swing Line Lenders (which may be through the Administrative Agent) an amount equal to such Bank’s participation in such Domestic Swing Line Loans. No such funding of risk participations shall relieve or otherwise impair the obligation of Ryder to repay Domestic Swing Line Loans, together with interest as provided herein. Any repayment by any Domestic Bank to the Domestic Swing Line Lenders may be done in consultation with the Administrative Agent. Until a Bank funds its Domestic Base Rate Loan or risk participation pursuant to this §2.12(e) to refinance such Bank’s Domestic Commitment Percentage of any Domestic Swing Line Loan, interest in respect of such Domestic Swing Line Loan shall be solely for the account of the relevant Domestic Swing Line Lenders. Each Domestic Swing Line Lender shall be responsible for invoicing Ryder for interest on its Domestic Swing Line Loans. Ryder shall make all payments of principal and interest in respect of the Domestic Swing Line Loans directly to the applicable Domestic Swing Line Lenders (who shall promptly notify the Administrative Agent of such payment). If any Domestic Bank fails to make available to the Domestic Swing Line Lenders any amount required to be paid by such Domestic Bank pursuant to the foregoing provisions of this §2.12(e), the Domestic Swing Line Lenders shall be entitled to recover from such Domestic Bank, 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 such Domestic Swing Line Lenders at a rate per annum equal to the Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Domestic Swing Line Lenders in connection with the foregoing. If such Domestic Bank pays such amount (with interest and fees as aforesaid), the amount so paid (less all such aforementioned interest and fees incurred by such Domestic Bank as a result of its failure to pay the required amounts to the applicable Domestic Swing Line Lenders) shall constitute such Domestic Bank’s Domestic Base Rate Loan included in the relevant Domestic Base Rate borrowing or funded participation in the relevant Domestic Swing Line Loan, as the case may be. A certificate of a Domestic Swing Line Lender submitted to any Domestic Bank with respect to any amounts owing under this §2.12(e) shall be conclusive absent manifest error.

Repayment of Domestic Swing Line Loans. Ryder shall repay each outstanding Domestic Swing Line Loan directly to each Domestic Swing Line Lender on or prior to the Swing Line Loan Maturity Date relating thereto (or, if earlier, on the date of the termination in full of the Total Domestic Commitment)thereto; provided that Ryder shall repay the aggregate Outstanding Amount of all Domestic Swing Line Loans at any time such Outstanding Amount is in excess of $25,000,000 with the proceeds of the Domestic Base Rate Loan requested under §2.12(c), and Ryder agrees to apply, and Ryder hereby authorizes the Domestic Swing Line Lenders to apply, such proceeds to the outstanding Domestic Swing Line Loans. Upon notice by any Domestic Swing Line Lenders to the Administrative Agent on any Business Day (i) following the Swing Line Loan Maturity Date relating to each Domestic Swing Line Loan, or (ii) at the option of such Domestic Swing Line Lenders, after the occurrence of an Event of Default, each of the Domestic Banks hereby agrees to make Domestic Loans to Ryder constituting Domestic Base Rate Loans, on the next succeeding Business Day following such notice, in an amount equal to such Bank’s Domestic Commitment Percentage of the aggregate Outstanding Amount of all Domestic Swing Line Loans made by such Domestic Swing Line Lender (and the Domestic Swing Line Lenders may apply Cash Collateral available for such purpose with respect to the applicable Swing Line Loan)Lender. The proceeds thereof shall be applied directly by the Domestic Swing Line Lenders to repay the Domestic Swing Line Loans made by such Domestic Swing Line Lenders, and Ryder hereby authorizes such application. Each Domestic Bank hereby absolutely, unconditionally and irrevocably agrees to make such Domestic Loans upon one Business Days’ Day’s notice as set forth above, notwithstanding (Ai) that the amount of such Domestic Loan may not comply with the applicable minimums set forth herein, (Bii) the failure of Ryder to meet the applicable conditions set forth in §00 xx §00 11 or 12 hereof, (Ciii) the occurrence or continuance of a Default or an Event of Default hereunder, (Div) the Total Domestic Commitment in effect at such time, (Ev) any setoff, counterclaim, recoupment, defense or other right which such Domestic Bank may have against the Domestic Swing Line Lenders, Ryder or any other Person for any reason whatsoever or (Fvi) any other occurrence, event or condition, whether or not similar to any of the foregoing. In the event that it is impracticable for such Domestic Loan to be made for any reason on the date otherwise required above, then each Domestic Bank hereby agrees that it shall forthwith purchase (as of the date such Domestic Loan would have been made, but adjusted for any payments received from Ryder on or after such date and prior to such purchase) from each of the Domestic Swing Line Lenders, and each of the Domestic Swing Line Lenders shall sell to each Domestic Bank, such participations in its Domestic Swing Line Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Domestic Banks to share in such Domestic Swing Line Loans pro rata based on their respective Domestic Commitment Percentages (without regard to any termination of the Total Domestic Commitment hereunder) by making available to each of the Domestic Swing Line Lenders (which may be through the Administrative Agent) an amount equal to such Bank’s participation in such Domestic Swing Line Loans. No such funding of risk participations shall relieve or otherwise impair the obligation of Ryder to repay Domestic Swing Line Loans, together with interest as provided herein. Any repayment by any Domestic Bank to the Domestic Swing Line Lenders may be done in consultation with the Administrative Agent. Until a Bank funds its Domestic Base Rate Loan or risk participation pursuant to this §2.12(e) to refinance such Bank’s Domestic Commitment Percentage of any Domestic Swing Line Loan, interest in respect of such Domestic Swing Line Loan shall be solely for the account of the relevant Domestic Swing Line Lenders. Each Domestic Swing Line Lender shall be responsible for invoicing Ryder for interest on its Domestic Swing Line Loans. Ryder shall make all payments of principal and interest in respect of the Domestic Swing Line Loans directly to the applicable Domestic Swing Line Lenders (who shall promptly notify the Administrative Agent of such payment). If any Domestic Bank fails to make available to the Domestic Swing Line Lenders any amount required to be paid by such Domestic Bank pursuant to the foregoing provisions of this §2.12(e), the Domestic Swing Line Lenders shall be entitled to recover from such Domestic Bank, 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 such Domestic Swing Line Lenders at a rate per annum equal to the Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Domestic Swing Line Lenders in connection with the foregoing. If such Domestic Bank pays such amount (with interest and fees as aforesaid), the amount so paid (less all such aforementioned interest and fees incurred by such Domestic Bank as a result of its failure to pay the required amounts to the applicable Domestic Swing Line Lenders) shall constitute such Domestic Bank’s Domestic Base Rate Loan included in the relevant Domestic Base Rate borrowing or funded participation in the relevant Domestic Swing Line Loan, as the case may be. A certificate of a Domestic Swing Line Lender submitted to any Domestic Bank with respect to any amounts owing under this §2.12(e) shall be conclusive absent manifest error.

Repayment of Domestic Swing Line Loans. Ryder The Borrower shall repay each outstanding Domestic Swing Line Loan directly to each Domestic Swing Line Lender on or prior to the Swing Line Loan Maturity Date relating thereto (or, if earlier, on the date of the termination in full of the Total Domestic Commitment); provided that Ryder shall repay the aggregate Outstanding Amount of all Domestic Swing Line Loans at any time such Outstanding Amount is in excess of $25,000,000 with the proceeds of the Domestic Base Rate Loan requested under §2.12(c), and Ryder agrees to apply, and Ryder hereby authorizes thereto. Upon notice by the Domestic Swing Line Lenders to apply, such proceeds to the outstanding Domestic Swing Line Loans. Upon notice by any Domestic Swing Line Lenders to the Administrative Agent Bank on any Business Day (i) following whether before or on the Swing Line Loan Maturity Date relating to each Domestic Swing Line Loan, or (ii) at the option of such Domestic Swing Line Lenders, after the occurrence of an Event of DefaultDate), each of the Domestic Banks hereby agrees to make payments to the Administrative Agent, for the account of the Domestic Loans to Ryder constituting Domestic Base Rate LoansSwing Line Bank, on the next succeeding Business Day following such notice, in an amount equal to such Bank’s Domestic 's Commitment Percentage of the aggregate Outstanding Amount amount of all Domestic Swing Line Loans outstanding. The parties hereto agree that such payments made by such Domestic Swing Line Lender (and to the Administrative Agent for the account of the Domestic Swing Line Lenders may apply Cash Collateral available for such purpose with respect Bank shall constitute Domestic Revolving Credit Loans made to the applicable Swing Line Borrower hereunder, and shall be a Base Rate Loan). The proceeds thereof shall be applied directly by to the Domestic Swing Line Lenders Bank to repay the Domestic Swing Line Loans made by Bank for such outstanding Domestic Swing Line Lenders, and Ryder hereby authorizes such applicationLoans. Each Domestic Bank hereby absolutely, unconditionally and irrevocably agrees to make such Domestic Revolving Credit Loans upon one Business Days’ Day's notice as set forth above, notwithstanding (Ai) that the amount of such Domestic Loan may not comply with the applicable minimums set forth hereinin Section 2.3 hereof, (Bii) the failure of Ryder the Borrower to meet the applicable conditions set forth in §00 xx §00 Section Section 9 or 10 hereof, (Ciii) the occurrence or continuance of a Default or an Event of Default hereunder, (Div) the date of such Loan, and (v) the Total Domestic Commitment in effect at such time, (E) any setoff, counterclaim, recoupment, defense or other right which such Domestic Bank may have against the Domestic Swing Line Lenders, Ryder or any other Person for any reason whatsoever or (F) any other occurrence, event or condition, whether or not similar to any of the foregoing. In the event that it is impracticable for such amounts to be paid to the Administrative Agent or the Domestic Swing Line Bank or such Loan to be made for any reason on the date otherwise required above, then each Domestic Bank hereby agrees that it shall forthwith purchase (as of the date such Domestic payment and such Loan would have been made, but adjusted for any payments received from Ryder the Borrower on or after such date and prior to such purchase) from each of the Domestic Swing Line LendersBank, and each of the Domestic Swing Line Lenders Bank shall sell to each Domestic Bank, such participations in its the Domestic Swing Line Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Domestic Banks to share in such Domestic Swing Line Loans pro rata based on their respective Domestic Commitment Percentages (without regard to any termination of the Total Domestic Commitment hereunderCommitment) by making available to each of the Domestic Swing Line Lenders (which may be through the Administrative Agent) an amount equal to such Bank’s participation in such Domestic Swing Line Loans. No such funding of risk participations shall relieve or otherwise impair the obligation of Ryder to repay Domestic Swing Line Loans, together with interest as provided herein. Any repayment by any Domestic Bank to the Domestic Swing Line Lenders may be done in consultation with the Administrative Agent. Until a Bank funds its Domestic Base Rate Loan or risk participation pursuant to this §2.12(e) to refinance such Bank’s Domestic Commitment Percentage of any Domestic Swing Line Loan, interest in respect of such Domestic Swing Line Loan shall be solely for the account of the relevant Domestic Swing Line Lenders. Each Domestic Swing Line Lender shall be responsible for invoicing Ryder for interest on its Domestic Swing Line Loans. Ryder shall make all payments of principal and interest in respect of the Domestic Swing Line Loans directly to the applicable Domestic Swing Line Lenders (who shall promptly notify the Administrative Agent of such payment). If any Domestic Bank fails to make available to the Domestic Swing Line Lenders any Bank an amount required equal to be paid by such Domestic Bank pursuant to the foregoing provisions of this §2.12(e), Bank's participation in the Domestic Swing Line Lenders Loans; provided that (x) all interest payable on the Domestic Swing Line Loans shall be entitled to recover from such Domestic Bank, on demand, such amount with interest thereon for the period account of the Domestic Swing Line Bank as a funding and administrative fee until the date as of which the respective participation is purchased (unless paid to the Domestic Swing Line Bank pursuant to clause (y) below), and (y) at the time any purchase of such participation is actually made, the purchasing Bank shall be required to pay the Domestic Swing Line Bank interest on the principal amount of the participation so purchased for each day from and including the date such payment is required to Loan would otherwise have been made until the date on which of payment for such payment is immediately available participation at the rate of interest in effect applicable to such Domestic Swing Line Lenders at a rate per annum equal to the Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Domestic Swing Line Lenders in connection with the foregoing. If such Domestic Bank pays such amount (with interest and fees as aforesaid), the amount so paid (less all such aforementioned interest and fees incurred by such Domestic Bank as a result of its failure to pay the required amounts to the applicable Domestic Swing Line Lenders) shall constitute such Domestic Bank’s Domestic Base Rate Loan included in the relevant Domestic Base Rate borrowing or funded participation in the relevant Domestic Swing Line Loan, as the case may be. A certificate of a Domestic Swing Line Lender submitted to any Domestic Bank with respect to any amounts owing under this §2.12(e) shall be conclusive absent manifest errorLoans during such period.

Repayment of Domestic Swing Line Loans. Ryder The Borrower shall repay each outstanding Domestic Swing Line Loan directly to each Domestic Swing Line Lender on or prior to the Swing Line Loan Maturity Date relating thereto (or, if earlier, on the date of the termination in full of the Total Domestic Commitment); provided that Ryder shall repay the aggregate Outstanding Amount of all Domestic Swing Line Loans at any time such Outstanding Amount is in excess of $25,000,000 with the proceeds of the Domestic Base Rate Loan requested under §2.12(c), and Ryder agrees to apply, and Ryder hereby authorizes thereto. Upon notice by the Domestic Swing Line Lenders to apply, such proceeds to the outstanding Domestic Swing Line Loans. Upon notice by any Domestic Swing Line Lenders to the Administrative Agent Bank on any Business Day (i) following whether before or on the Swing Line Loan Maturity Date relating to each Domestic Swing Line Loan, or (ii) at the option of such Domestic Swing Line Lenders, after the occurrence of an Event of DefaultDate), each of the Domestic Banks hereby agrees to make payments to the Administrative Agent, for the account of the Domestic Loans to Ryder constituting Domestic Base Rate LoansSwing Line Bank, on the next succeeding Business Day following such notice, in an amount equal to such Bank’s Domestic 's Commitment Percentage of the aggregate Outstanding Amount amount of all Domestic Swing Line Loans outstanding. The parties hereto agree that such payments made by such Domestic Swing Line Lender (and to the Administrative Agent for the account of the Domestic Swing Line Lenders may apply Cash Collateral available for such purpose with respect Bank shall constitute Domestic Revolving Credit Loans made to the applicable Swing Line Borrower hereunder, and shall be a Base Rate Loan). The proceeds thereof shall be applied directly by to the Domestic Swing Line Lenders Bank to repay the Domestic Swing Line Loans made by Bank for such outstanding Domestic Swing Line Lenders, and Ryder hereby authorizes such applicationLoans. Each Domestic Bank hereby absolutely, unconditionally and irrevocably agrees to make such Domestic Revolving Credit Loans upon one Business Days’ Day's notice as set forth above, notwithstanding (Ai) that the amount of such Domestic Loan may not comply with the applicable minimums set forth hereinin ss.2.3 hereof, (Bii) the failure of Ryder the Borrower to meet the applicable conditions set forth in §00 xx §00 ss.ss.9 or 10 hereof, (Ciii) the occurrence or continuance of a Default or an Event of Default hereunder, (Div) the date of such Loan, and (v) the Total Domestic Commitment in effect at such time, (E) any setoff, counterclaim, recoupment, defense or other right which such Domestic Bank may have against the Domestic Swing Line Lenders, Ryder or any other Person for any reason whatsoever or (F) any other occurrence, event or condition, whether or not similar to any of the foregoing. In the event that it is impracticable for such amounts to be paid to the Administrative Agent or the Domestic Swing Line Bank or such Loan to be made for any reason on the date otherwise required above, then each Domestic Bank hereby agrees that it shall forthwith purchase (as of the date such Domestic payment and such Loan would have been made, but adjusted for any payments received from Ryder the Borrower on or after such date and prior to such purchase) from each of the Domestic Swing Line LendersBank, and each of the Domestic Swing Line Lenders Bank shall sell to each Domestic Bank, such participations in its the Domestic Swing Line Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Domestic Banks to share in such Domestic Swing Line Loans pro rata based on their respective Domestic Commitment Percentages (without regard to any termination of the Total Domestic Commitment hereunderCommitment) by making available to each of the Domestic Swing Line Lenders (which may be through the Administrative Agent) an amount equal to such Bank’s participation in such Domestic Swing Line Loans. No such funding of risk participations shall relieve or otherwise impair the obligation of Ryder to repay Domestic Swing Line Loans, together with interest as provided herein. Any repayment by any Domestic Bank to the Domestic Swing Line Lenders may be done in consultation with the Administrative Agent. Until a Bank funds its Domestic Base Rate Loan or risk participation pursuant to this §2.12(e) to refinance such Bank’s Domestic Commitment Percentage of any Domestic Swing Line Loan, interest in respect of such Domestic Swing Line Loan shall be solely for the account of the relevant Domestic Swing Line Lenders. Each Domestic Swing Line Lender shall be responsible for invoicing Ryder for interest on its Domestic Swing Line Loans. Ryder shall make all payments of principal and interest in respect of the Domestic Swing Line Loans directly to the applicable Domestic Swing Line Lenders (who shall promptly notify the Administrative Agent of such payment). If any Domestic Bank fails to make available to the Domestic Swing Line Lenders any Bank an amount required equal to be paid by such Domestic Bank pursuant to the foregoing provisions of this §2.12(e), Bank's participation in the Domestic Swing Line Lenders Loans; provided that (x) all interest payable on the Domestic Swing Line Loans shall be entitled to recover from such Domestic Bank, on demand, such amount with interest thereon for the period account of the Domestic Swing Line Bank as a funding and administrative fee until the date as of which the respective participation is purchased (unless paid to the Domestic Swing Line Bank pursuant to clause (y) below), and (y) at the time any purchase of such participation is actually made, the purchasing Bank shall be required to pay the Domestic Swing Line Bank interest on the principal amount of the participation so purchased for each day from and including the date such payment is required to Loan would otherwise have been made until the date on which of payment for such payment is immediately available participation at the rate of interest in effect applicable to such Domestic Swing Line Lenders at a rate per annum equal to the Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Domestic Swing Line Lenders in connection with the foregoing. If such Domestic Bank pays such amount (with interest and fees as aforesaid), the amount so paid (less all such aforementioned interest and fees incurred by such Domestic Bank as a result of its failure to pay the required amounts to the applicable Domestic Swing Line Lenders) shall constitute such Domestic Bank’s Domestic Base Rate Loan included in the relevant Domestic Base Rate borrowing or funded participation in the relevant Domestic Swing Line Loan, as the case may be. A certificate of a Domestic Swing Line Lender submitted to any Domestic Bank with respect to any amounts owing under this §2.12(e) shall be conclusive absent manifest errorLoans during such period.

Repayment of Domestic Swing Line Loans. Ryder shall repay each outstanding Domestic Swing Line Loan directly to each Domestic Swing Line Lender on or prior to the Swing Line Loan Maturity Date relating thereto (or, if earlier, on the date of the termination in full of the Total Domestic Commitment)thereto; provided that Ryder shall repay the aggregate Outstanding Amount of all Domestic Swing Line Loans at any time such Outstanding Amount is in excess of $25,000,000 with the proceeds of the Domestic Base Rate Loan requested under §2.12(c), and Ryder agrees to apply, and Ryder hereby authorizes the Domestic Swing Line Lenders to apply, such proceeds to the outstanding Domestic Swing Line Loans. Upon notice by any Domestic Swing Line Lenders to the Administrative Agent on any Business Day (i) following the Swing Line Loan Maturity Date relating to each Domestic Swing Line Loan, or (ii) at the option of such Domestic Swing Line Lenders, after the occurrence of an Event of Default, each of the Domestic Banks hereby agrees to make Domestic Loans to Ryder constituting Domestic Base Rate Loans, on the next succeeding Business Day following such notice, in an amount equal to such Bank’s Domestic Commitment Percentage of the aggregate Outstanding Amount of all Domestic Swing Line Loans made by such Domestic Swing Line Lender (and the Domestic Swing Line Lenders may apply Cash Collateral available for such purpose with respect to the applicable Swing Line Loan). The proceeds thereof shall be applied directly by the Domestic Swing Line Lenders to repay the Domestic Swing Line Loans made by such Domestic Swing Line Lenders, and Ryder hereby authorizes such application. Each Domestic Bank hereby absolutely, unconditionally and irrevocably agrees to make such Domestic Loans upon one Business Days’ Day’s notice as set forth above, notwithstanding (Ai) that the amount of such Domestic Loan may not comply with the applicable minimums set forth herein, (Bii) the failure of Ryder to meet the applicable conditions set forth in §00 xx §00 hereof, (Ciii) the occurrence or continuance of a Default or an Event of Default hereunder, (Div) the Total Domestic Commitment in effect at such time, (Ev) any setoff, counterclaim, recoupment, defense or other right which such Domestic Bank may have against the Domestic Swing Line Lenders, Ryder or any other Person for any reason whatsoever or (Fvi) any other occurrence, event or condition, whether or not similar to any of the foregoing. In the event that it is impracticable for such Domestic Loan to be made for any reason on the date otherwise required above, then each Domestic Bank hereby agrees that it shall forthwith purchase (as of the date such Domestic Loan would have been made, but adjusted for any payments received from Ryder on or after such date and prior to such purchase) from each of the Domestic Swing Line Lenders, and each of the Domestic Swing Line Lenders shall sell to each Domestic Bank, such participations in its Domestic Swing Line Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the Domestic Banks to share in such Domestic Swing Line Loans pro rata based on their respective Domestic Commitment Percentages (without regard to any termination of the Total Domestic Commitment hereunder) by making available to each of the Domestic Swing Line Lenders (which may be through the Administrative Agent) an amount equal to such Bank’s participation in such Domestic Swing Line Loans. No such funding of risk participations shall relieve or otherwise impair the obligation of Ryder to repay Domestic Swing Line Loans, together with interest as provided herein. Any repayment by any Domestic Bank to the Domestic Swing Line Lenders may be done in consultation with the Administrative Agent. Until a Bank funds its Domestic Base Rate Loan or risk participation pursuant to this §2.12(e) to refinance such Bank’s Domestic Commitment Percentage of any Domestic Swing Line Loan, interest in respect of such Domestic Swing Line Loan shall be solely for the account of the relevant Domestic Swing Line Lenders. Each Domestic Swing Line Lender shall be responsible for invoicing Ryder for interest on its Domestic Swing Line Loans. Ryder shall make all payments of principal and interest in respect of the Domestic Swing Line Loans directly to the applicable Domestic Swing Line Lenders (who shall promptly notify the Administrative Agent of such payment). If any Domestic Bank fails to make available to the Domestic Swing Line Lenders any amount required to be paid by such Domestic Bank pursuant to the foregoing provisions of this §2.12(e), the Domestic Swing Line Lenders shall be entitled to recover from such Domestic Bank, 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 such Domestic Swing Line Lenders at a rate per annum equal to the Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Domestic Swing Line Lenders in connection with the foregoing. If such Domestic Bank pays such amount (with interest and fees as aforesaid), the amount so paid (less all such aforementioned interest and fees incurred by such Domestic Bank as a result of its failure to pay the required amounts to the applicable Domestic Swing Line Lenders) shall constitute such Domestic Bank’s Domestic Base Rate Loan included in the relevant Domestic Base Rate borrowing or funded participation in the relevant Domestic Swing Line Loan, as the case may be. A certificate of a Domestic Swing Line Lender submitted to any Domestic Bank with respect to any amounts owing under this §2.12(e) shall be conclusive absent manifest error.