Common use of Conversion to Term Loan Clause in Contracts

Conversion to Term Loan. Howmet may, upon (i) written notice to the Administrative Agent not later than 10:00 a.m., New York City time, on the fifth Business Day prior to the Commitment Termination Date, (ii) payment of a fee to the Administrative Agent for the ratable account of the Lenders equal to 1.00% of the aggregate principal amount of the Loans outstanding on the Commitment Termination Date which are to be converted to Term Loans, (iii) receipt of a certificate from a Responsible Officer of Howmet certifying that, on and as of the Commitment Termination Date, (x) no Default or Event of Default shall have occurred and be continuing at the time of such conversion and (y) the representations and warranties set forth in Article III hereof (provided that Section 3.06 shall be deemed to the latest financial statements delivered pursuant to Section 5.01(a) and (b)) shall be true and correct in all material respects (except such representations and warranties that are qualified by materiality, which shall be correct in all respects) on and as of the Commitment Termination Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, and (iv) payment to the Administrative Agent, for the account of the Lenders (x) all accrued and unpaid interest on the outstanding Loans (including on any Loans converted into Term Loans) and (y) all accrued and unpaid Facility Fees (including on any Loans converted into Term Loans), convert all or a portion (as specified in such written notice) of the unpaid principal amount of the Loans outstanding on the Commitment Termination Date into Term Loans, which shall be (1) to the extent denominated in Dollars, at the election of Howmet, either SOFR Loans or Base Rate Loans and (2) to the extent denominated in Euros, EURIBOR Loans, in each case, bearing interest as set forth in Section 2.07. If the Term Loan Conversion Option is exercised, then, on the Commitment Termination Date, immediately prior to the time when the unpaid principal amount of the Loans would otherwise be due, the Loans (or the applicable portions of such Loans thereof as requested by Howmet) shall automatically convert into Term Loans which Howmet shall repay to the Administrative Agent for the ratable accounts of the Lenders on the Maturity Date, subject to prepayment at the option of the Borrowers in accordance with Section 2.11. The amounts so converted shall be treated for all purposes of this Agreement as Loans except that after the Commitment Termination Date: (i) the Borrowers may not make any additional Borrowings; (ii) the amounts paid or prepaid may not be reborrowed; and (iii) the amount of each Lender’s Commitment shall be terminated. Any Loans (or portions of such Loans) not so converted to Term Loans shall be repaid in full on the Commitment Termination Date.

Conversion to Term Loan. Howmet may, upon (i) written notice Besides any other conditions or requirements the Borrower must meet under the terms of this Agreement or the other Loan Documents to convert the Construction Loan to the Administrative Agent not later than 10:00 a.m.Term Loan, New York City time, on Lender's obligation to convert the fifth Business Day prior Construction Loan to the Commitment Termination Term Loan shall be further subject to the Borrower's compliance with and fulfillment of the following conditions/requirements on or before the Conversion Date, each in form, substance and amount (if applicable) satisfactory to Lender: (A) There is no default under any of the Loan Documents, and a default would not occur with the passage of time or giving of notice or both; (B) The Borrower shall have paid all fees, expenses and costs associated with the conversion; (C) The Borrower shall have caused the title insurance company insuring the Mortgage to issue a "date down" or other appropriate endorsement(s) to its title policy for the Mortgage (1) changing the "Date of Policy" in the title policy to the Conversion Date, (ii2) payment indicating that since the last advance under the Construction Loan, there has been no change in the state of a fee to the Administrative Agent for the ratable account title of the Lenders equal to 1.00% Site and no survey exceptions not previously approved by the Bank and (3) insuring that, as of the aggregate principal Conversion Date, the full amount of the Loans outstanding Term Loan constitutes a valid lien on the Commitment Termination Date which are Site that is prior to be converted to Term Loans, any liens or other matters of record and any unrecorded construction liens arising from nonpayment of bills covering improvements described in the work progress and inspection reports and sworn statements submitted as part of advances made under Construction Loan: (iiiD) receipt of a certificate from a Responsible Officer of Howmet certifying that, on and as of the Commitment Termination Date, (x) no Default or Event of Default The Borrower shall have occurred and be continuing at caused the time of such conversion and (y) title insurance company insuring the representations and warranties set forth in Article III hereof (provided that Section 3.06 shall be deemed Mortgage to the latest financial statements delivered pursuant to Section 5.01(a) and (b)) shall be true and correct in all material respects (except such representations and warranties that are qualified by materiality, which shall be correct in all respects) on and as of the Commitment Termination Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, and (iv) payment to the Administrative Agent, for the account of the Lenders (x) all accrued and unpaid interest on the outstanding Loans (including on any Loans converted into Term Loans) and (y) all accrued and unpaid Facility Fees (including on any Loans converted into Term Loans), convert all or a portion (as specified in such written notice) of the unpaid principal amount of the Loans outstanding on the Commitment Termination Date into Term Loans, which shall be have (1) changed the ALTA Form 3.0 zoning endorsement to an ALTA Form 3.1 zoning endorsement that covers the extent denominated in Dollars, at the election of Howmet, either SOFR Loans or Base Rate Loans completed Improvements and (2) issued/brought current such other endorsements (including, without limitation, the ALTA 9 endorsement) to the extent denominated title policy as the Bank may require; and (E) The Borrower shall have executed and delivered the Term Note in Eurosthe form attached as Exhibit D-1 or D-2 to Lender, EURIBOR Loanstogether with all other documents required under this Agreement and the other Loan Documents; and (F) At least one (1) day before the conversion, Borrower shall notify Lender in each casewriting of its election of a LIBOR Rate, bearing interest as the Effective Rate, or a Fixed Rate. If Borrower wishes to elect a LIBOR Rate, it shall comply with the requirements set forth in Section 2.07this Loan Agreement. If the Term Loan Conversion Option is exercised, then, on the Commitment Termination Date, immediately prior to the time when the unpaid principal amount Borrower does not elect a rate of the Loans would otherwise be dueinterest, the Loans (or the applicable portions of such Loans thereof as requested by Howmet) shall automatically convert into Term Loans which Howmet shall repay to the Administrative Agent for the ratable accounts of the Lenders on the Maturity Date, subject to prepayment at the option of the Borrowers in accordance with Section 2.11. The amounts so converted shall be treated for all purposes of this Agreement as Loans except that after the Commitment Termination Date: (i) the Borrowers may not make any additional Borrowings; (ii) the amounts paid or prepaid may not be reborrowed; and (iii) the amount of each Lender’s Commitment shall be terminated. Any Loans (or portions of such Loans) not so converted to Term Loans shall be repaid in full on the Commitment Termination DateEffective Rate will apply.

Conversion to Term Loan. Howmet may, (1) At the Borrower's option upon (i) written notice (a "NOTICE TO CONVERT") to the Administrative Agent not later than 10:00 a.m.(who shall promptly notify each of the Lenders), New York City time, the Borrower may and (2) on the fifth Business Day prior effective date of any conversion to term loans of the "Loans" under and pursuant to the Commitment Termination Date, (iiterms of Section 2.19(C) payment of a fee to the Administrative Agent for the ratable account of the Lenders equal to 1.00% of 364-Day Credit Agreement, the Borrower automatically shall, convert the then outstanding aggregate principal amount of the Loans outstanding Advances hereunder to a term loan hereunder. The Notice to Convert shall expressly state the date on which such conversion shall occur (the Commitment Termination Date which are date of such requested conversion or the date of conversion of the "Loans" under and pursuant to the 364-Day Credit Agreement being the "CONVERSION DATE") and shall be converted irrevocable once given and shall constitute a representation and warranty by the Borrower that the conditions contained in Section 7 have been satisfied as of the date of such Notice to Term Loans, (iii) receipt of a certificate from a Responsible Officer of Howmet certifying that, on Convert and as of the Commitment Termination Conversion Date. Upon delivery of such Notice to Convert (or automatically with the conversion of the "Loans" under and pursuant to the 364-Day Credit Agreement), (xi) no Default or Event the Borrowers' option to request extensions of Default the Revolving Credit Termination Date under clause (a) above and, except as provided in clause (c) below with respect to the rollover of Advances held by Windmill, to borrow and reborrow Advances hereunder, shall have occurred and be continuing at the time of such conversion terminate and (yii) except as provided in clause (c) below, the outstanding principal balance of all Advances hereunder shall be due and payable on the earliest of (A) the representations and warranties set forth in Article III hereof date that is 364 days after the Conversion Date (provided that Section 3.06 shall be deemed to or, if such date of payment is not a Business Day, on the latest financial statements delivered pursuant to Section 5.01(aimmediately preceding Business Day) (the "CONVERSION MATURITY DATE") and (b)B) the Facility Termination Date. All references in this Agreement to Advances shall be true and correct in all material respects (except include such representations and warranties that are qualified by materiality, which shall be correct in all respects) on and Advances as of the Commitment Termination Date with the same effect as though made on and as of such date, except converted hereunder. The Borrower hereby agrees to provide to the extent such representations and warranties expressly relate Agent a copy of any "Notice to an earlier date, and (iv) payment to the Administrative Agent, for the account of the Lenders (x) all accrued and unpaid interest on the outstanding Loans (including on any Loans converted into Term Loans) and (y) all accrued and unpaid Facility Fees (including on any Loans converted into Term Loans), convert all or a portion (as specified in such written notice) of the unpaid principal amount of the Loans outstanding on the Commitment Termination Date into Term Loans, which shall be (1) to the extent denominated in Dollars, at the election of Howmet, either SOFR Loans or Base Rate Loans and (2) to the extent denominated in Euros, EURIBOR Loans, in each case, bearing interest as set forth in Section 2.07. If the Term Loan Conversion Option is exercised, then, on the Commitment Termination Date, immediately prior to the time when the unpaid principal amount of the Loans would otherwise be due, the Loans (or the applicable portions of such Loans thereof as requested by Howmet) shall automatically convert into Term Loans which Howmet shall repay Convert" delivered to the Administrative Agent for under and as defined in the ratable accounts of the Lenders on the Maturity Date, subject to prepayment at the option of the Borrowers in accordance 364-Day Credit Agreement simultaneously with Section 2.11. The amounts so converted shall be treated for all purposes of this Agreement as Loans except that after the Commitment Termination Date: (i) the Borrowers may not make any additional Borrowings; (ii) the amounts paid or prepaid may not be reborrowed; and (iii) the amount of each Lender’s Commitment shall be terminated. Any Loans (or portions of such Loans) not so converted to Term Loans shall be repaid in full on the Commitment Termination Datedelivery.

Conversion to Term Loan. Howmet (a) Subject to and upon the satisfaction of the terms and conditions specified in subsection (b) below, the Borrower may, upon on the Availability Expiration Date, convert the amount of all, but not less than all, outstanding Revolving Credit Loans of each Lender to a Term Loan of such Lender (as such amount may be increased from time to time under Section 2.11(c), each, a "Term Loan"). (b) The right of the Borrower to convert all outstanding Revolving Credit Loans to Term Loans is subject to the satisfaction of each of the following conditions: (i) The Agent shall have received written notice to from the Administrative Agent not later than 10:00 a.m., New York City time, on Borrower before the fifth Business Day prior to the Commitment Termination Date, (ii) payment of a fee to the Administrative Agent for the ratable account of the Lenders equal to 1.00% of Availability Expiration Date requesting such conversion and specifying the aggregate principal amount of the Term Loans (which shall be equal to the amount of all outstanding Revolving Credit Loans on the Commitment Termination Date which are Availability Expiration Date). The Agent shall promptly notify each of the Lenders of such request. (ii) The Lenders shall have each received a Term Note, payable to be converted it and duly executed by the Borrower with appropriate insertions as to Term Loans, the date and principal amount. (iii) receipt The aggregate principal amount of all outstanding Revolving Credit Loans, before giving effect to the conversion, shall be greater than $2,000,000. (iv) The Agent shall have received a certificate from a Responsible Officer of Howmet certifying thatthe Borrower, on in form and substance satisfactory to the Agent, duly executed by the chief accounting officer of the Borrower, as of the Commitment Termination Date, (x) no Default or Event of Default shall have occurred and be continuing at the time date of such conversion and conversion, truthfully stating that (yA) the representations and warranties set forth contained in Article III hereof (provided that Section 3.06 shall be deemed to the latest financial statements delivered pursuant to Section 5.01(a) and (b)) shall be VI are true and correct in all material respects (except such representations and warranties that are qualified by materiality, which shall be correct in all respects) on and as of the Commitment Termination Date with the same effect as though made on and as of such datecorrect, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date and (ivB) payment no Default has occurred and is continuing or would result after giving effect to the Administrative Agent, for the account of the Lenders conversion. (xv) all accrued and unpaid interest on the outstanding Loans (including on any Loans converted into Term Loans) and (y) all accrued and unpaid Facility Fees (including on any Loans converted into Term Loans), convert all or a portion (as specified in such written notice) of the unpaid principal amount of the Loans outstanding on the Commitment Termination Date into Term Loans, which shall be (1) to the extent denominated in Dollars, at the election of Howmet, either SOFR Loans or Base Rate Loans and (2) to the extent denominated in Euros, EURIBOR Loans, in each case, bearing interest as set forth in Section 2.07. If the Term Loan Conversion Option is exercised, then, on the Commitment Termination Date, immediately prior to the time when the unpaid principal amount of the Loans would otherwise be due, the Loans (or the applicable portions of such Loans thereof as requested by Howmet) shall automatically convert into Term Loans which Howmet shall repay to the Administrative Agent for the ratable accounts of the Lenders on the Maturity Date, subject to prepayment at the option of the Borrowers in accordance with Section 2.11. The amounts so converted shall be treated for all purposes No material provision of this Agreement as Loans except that after the Commitment Termination Date: (i) the Borrowers may not make or any additional Borrowings; (ii) the amounts paid or prepaid may not other Loan Document shall for any reason have ceased to be reborrowed; valid and (iii) the amount of each Lender’s Commitment shall be terminated. Any Loans (or portions of such Loans) not so converted to Term Loans shall be repaid in full binding on the Commitment Termination DateBorrower or any other Pledgor or party thereto or shall have been declared to be null and void by any court, Governmental Authority or administrative body. (vi) The Agent shall have received a board resolution authorizing such conversion, certified by the Secretary or an Assistant Secretary of the Borrower, in form and substance satisfactory to the Agent.

Conversion to Term Loan. Howmet (a) Subject to and upon the satisfaction of the terms and conditions specified in subsection (b) below, the Borrower may, upon on the Availability Expiration Date, convert the amount of all, but not less than all, outstanding Revolving Credit Loans to a Term Loan (as such amount may be increased from time to time under Section 2.5(c), the "Term Loan") on such date. (b) The right of the Borrower to convert all outstanding Revolving Credit Loans to the Term Loan is subject to the satisfaction of each of the following conditions: (i) The Lender shall have received written notice from the Borrower before the Availability Expiration Date requesting such conversion and specifying the principal amount of the Term Loan (which shall be equal to the Administrative Agent not later than 10:00 a.m., New York City time, amount of all outstanding Revolving Credit Loans on the fifth Business Day prior to the Commitment Termination Availability Expiration Date, ). (ii) payment The Lender shall have received a promissory note, substantially in the form of a fee Exhibit B hereto (as amended, supplemented or otherwise modified from time to time, the Administrative Agent for "Term Note"), duly executed by the ratable account of the Lenders equal to 1.00% of the Borrower. (iii) The aggregate principal amount of the Loans all outstanding on the Commitment Termination Date which are to be converted to Term Revolving Credit Loans, before giving effect to the conversion, shall be greater than $2,000,000. (iiiiv) receipt of The Lender shall have received a certificate from a Responsible Officer of Howmet certifying thatthe Borrower, on in form and substance satisfactory to the Lender, duly executed by the chief financial officer or the chief accounting officer of the Borrower, as of the Commitment Termination Date, (x) no Default or Event of Default shall have occurred and be continuing at the time date of such conversion and conversion, truthfully stating that (yA) the representations and warranties set forth contained in Article III hereof (provided that Section 3.06 shall be deemed to the latest financial statements delivered pursuant to Section 5.01(a) and (b)) shall be VI are true and correct in all material respects (except such representations and warranties that are qualified by materiality, which shall be correct in all respects) on and as of the Commitment Termination Date with the same effect as though made on and as of such datecorrect, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date and (ivB) payment no Default has occurred and is continuing or would result after giving effect to the Administrative Agent, for the account of the Lenders conversion. (xv) all accrued and unpaid interest on the outstanding Loans (including on any Loans converted into Term Loans) and (y) all accrued and unpaid Facility Fees (including on any Loans converted into Term Loans), convert all or a portion (as specified in such written notice) of the unpaid principal amount of the Loans outstanding on the Commitment Termination Date into Term Loans, which shall be (1) to the extent denominated in Dollars, at the election of Howmet, either SOFR Loans or Base Rate Loans and (2) to the extent denominated in Euros, EURIBOR Loans, in each case, bearing interest as set forth in Section 2.07. If the Term Loan Conversion Option is exercised, then, on the Commitment Termination Date, immediately prior to the time when the unpaid principal amount of the Loans would otherwise be due, the Loans (or the applicable portions of such Loans thereof as requested by Howmet) shall automatically convert into Term Loans which Howmet shall repay to the Administrative Agent for the ratable accounts of the Lenders on the Maturity Date, subject to prepayment at the option of the Borrowers in accordance with Section 2.11. The amounts so converted shall be treated for all purposes No material provision of this Agreement as Loans except that after the Commitment Termination Date: (i) the Borrowers may not make or any additional Borrowings; (ii) the amounts paid or prepaid may not other Loan Document shall for any reason have ceased to be reborrowed; valid and (iii) the amount of each Lender’s Commitment shall be terminated. Any Loans (or portions of such Loans) not so converted to Term Loans shall be repaid in full binding on the Commitment Termination DateBorrower or any other Pledgor or party thereto or shall have been declared to be null and void by any court, Governmental Authority or administrative body. (vi) The Lender shall have received a board resolution authorizing such conversion, certified by an officer of the Borrower, in form and substance satisfactory to the Lender.