Conversion to Prime Rate Loans. In the event that the Administrative Agent shall have determined in its sole and absolute discretion (which determination shall be conclusive and binding upon Borrowers and each other party hereto absent manifest error) that Term SOFR cannot be ascertained as provided in the definition of Term SOFR as set forth herein, or that the adoption of any requirement of law or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender to maintain Term SOFR Loans as contemplated hereunder, or Term SOFR would be in excess of the maximum interest rate that Borrowers may by law pay, and the Loans have not previously been converted to Alternate Rate Loans in accordance with Section 2.04(b) above, the Administrative Agent may, in its sole and absolute discretion elect to give notice thereof to the Borrowers (which may be by telephone or e-mail, followed promptly by written notice) and the Calculation Agent. If such notice is given, the Term SOFR Loans shall be converted, as of the first day of the next succeeding Settlement Period, or upon such earlier date as may be required by law, at the Administrative Agent’s option (in the Administrative Agent’s sole and absolute discretion), to Prime Rate Loans bearing interest at the Prime Rate. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrowers have the right to convert any Term SOFR Loan to a Prime Rate Loan or an Alternate Rate Loan.
Conversion to Prime Rate Loans. If the obligations of the Bank to make LIBOR Loans shall be suspended pursuant to any of the foregoing Sections all Loans which would otherwise be made by the Bank as LIBOR Loans shall be made instead as Prime Rate Loans and, if an event referred to in Section 5.01(b) or 5.03 has occurred and the Bank so requests by notice to Borrower, all LIBOR Loans of the Bank then outstanding shall be automatically converted into Prime Rate Loans on the date specified by the Bank in such notice, and, to the extent that LIBOR Loans are so made as (or converted into) Prime Rate Loans, all payments of principal which would otherwise be applied to the Bank's LIBOR Loans shall be applied instead to its Prime Rate Loans. If any LIBOR Loan is converted to a Prime Rate Loan pursuant to this Section prior to the last day of the Interest Period with respect to such LIBOR Loan, Borrower shall pay to the Bank all amounts required to be paid pursuant to Section 5.05 hereof.
Conversion to Prime Rate Loans. In the event that Borrower does not notify Lender at least two (2) banking days before the end of the applicable Interest Period of its election hereunder to continue to select the LIBOR Rate Option with respect to the applicable Loans in accordance with the provisions of this Agreement, such Loans (or applicable portions thereof) shall be automatically converted to a Prime Rate Loan at the end of the applicable Interest Period.
