Common use of Bail Clause in Contracts

Bail. In Legislation shall mean (i) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (ii) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). Bankruptcy Event shall have the meaning specified in the definition of Defaulting Lender. Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Overnight Bank Funding Rate, plus 0.5%, (ii) the Prime Rate, and (iii) so long as the Daily LIBOR Rate is offered, ascertainable and not unlawful, the Daily LIBOR Rate, plus 100 basis points (1.0%). Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs. Notwithstanding the foregoing, (x) with respect to Term Loans bearing interest at the Base Rate Option, if the Base Rate would be less than one percent (1.00%), such rate shall be deemed to be one percent (1.00%) for purposes of this Agreement and (y) with respect to Revolving Credit Loans and other Obligations bearing interest at the Base Rate, if the Base Rate would be less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this Agreement. Base Rate Option shall mean the option of the Borrower to have Loans bear interest at the rate and under the terms set forth in either Section 4.1.1(i) [Revolving Credit Base Rate Options]or Section 4.1.2(i) [Term Loan Base Rate Options], as applicable. Beneficial Owner shall mean each of the following: (i) each individual, if any, who, directly or indirectly, owns 25% or more of the Borrower’s Capital Stock; and (ii) a single individual with significant responsibility to control, manage, or direct the Borrower. Benefit Plan shall mean any of (i) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (ii) a “plan” as defined in and subject to Section 4975 of the Code or (iii) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. Borrower shall have the meaning specified in the introductory paragraph.

Bail. In Action shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. Bail-In Legislation shall mean (i) mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (ii) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). Bankruptcy Event shall have the meaning specified in the definition of Defaulting LenderSchedule. Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Overnight Bank Funding Rate, plus 0.5%, (ii) the Prime Rate, and (iii) so long as the Daily LIBOR Rate is offered, ascertainable and not unlawful, the Daily LIBOR Rate, plus 100 basis points (1.0%). Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs. Notwithstanding the foregoing, (x) with respect to Term Loans bearing interest at the Base Rate Option, if the Base Rate would be less than one percent (1.00%), such rate shall be deemed to be one percent (1.00%) for purposes of this Agreement and (y) with respect to Revolving Credit Loans and other Obligations bearing interest at the Base Rate, if the Base Rate would be less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this Agreement. Base Rate Option shall mean the option of the Borrower to have Loans bear interest at the rate and under the terms set forth in either Section 4.1.1(i) [Revolving Credit Base Rate Options]or Section 4.1.2(i) [Term Loan Base Rate Options], as applicable. Beneficial Owner shall mean each of the following: (ia) each individual, if any, who, directly or indirectly, owns 25% or more of the Capital Stock of the Borrower’s Capital Stock; and (iib) a single individual with significant responsibility to control, manage, or direct the Borrower. Benefit Plan shall mean any of (ia) an “"employee benefit plan” " (as defined in ERISA) that is subject to Title I of ERISA, (iib) a “"plan” " as defined in and subject to Section 4975 of the Code or (iiic) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “"employee benefit plan” " or “"plan”". Borrower shall have the meaning specified in the introductory paragraph. Borrowing Date shall mean, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof at or to the same or a different Interest Rate Option, which shall be a Business Day.

Bail. In Legislation shall mean meanmeans (ia) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule Schedule. and (iib) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). Bankruptcy Event shall have the meaning specified in the definition of Defaulting Lender. Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Overnight Federal Funds OpenOvernight Bank Funding Rate, plus 0.5%, (ii) the Prime Rate, and (iii) so long as the Daily LIBOR Rate is offered, ascertainable and not unlawful, the Daily LIBOR Rate, plus 100 basis points (1.01.0%)Simple SOFR, plus 1.00%), so long as Daily Simple SOFR is offered, ascertainable and not unlawful; provided, however, if the Base Rate as determined above would be less than zero, then such rate shall be deemed to be zero. Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs. Notwithstanding anything to the foregoingcontrary contained herein, (x) with respect in the case of any event specified in Section 4.4.1 [Unascertainable; Increased Costs] or Section 4.4.2 [Illegality], to Term Loans bearing interest at the extent any such determination affects the calculation of Base Rate, the Base Rate Option, if the Base Rate would be less than one percent (1.00%), such rate shall be deemed calculated without reference to be one percent clause (1.00%iii) for purposes of this Agreement and (y) with respect definition until the circumstances giving rise to Revolving Credit Loans and other Obligations bearing interest at the Base Rate, if the Base Rate would be less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this Agreementevent no longer exist. Base Rate Option shall mean the option of the Borrower to have Loans bear interest at the rate and under the terms set forth in either Section 4.1.1(i) [Revolving Credit Base Rate Options]or Section 4.1.2(i) [Term Loan Base Rate Options], as applicable. Beneficial Owner shall mean mean, for each Loan Party, each of the following: (ia) each individual, if any, who, directly or indirectly, owns 25% or more of the Borrowersuch Loan Party’s Capital Stock; and (iib) a single individual with significant responsibility to control, manage, or direct the Borrowereach Loan Party. Benefit Plan shall mean any of (ia) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (iib) a “plan” as defined in and subject to Section 4975 of the Code or (iiic) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. Borrower shall have the meaning specified in the introductory paragraph. Borrowing Date shall mean, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof at or to the same or a different Interest Rate Option, which shall be a Business Day.

Bail. In Legislation shall mean mean, (ia) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (iib) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates Affiliates (other than through liquidation, administration or other insolvency proceedings). Bankruptcy Event shall have the meaning specified in the definition of Defaulting Lender. Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Overnight Bank Funding Rate, plus 0.5%, (ii) the Prime Rate, and (iii) the Adjusted Daily Simple SOFR Rate, plus 1.00%, so long as the Daily LIBOR Rate Simple SOFR is offered, ascertainable and not unlawful; provided, however, if the Daily LIBOR RateBase Rate as determined above would be less than one percent (1.00%), plus 100 basis points then such rate shall be deemed to be one percent (1.01.00%). Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs. Notwithstanding the foregoing, (x) with respect to Term Loans bearing interest at the Base Rate OptionBorrowing shall mean that portion of the principal balance of the Loans, if including the Base Rate would be less than one percent (1.00%)Swing Loans, such rate shall be deemed to be one percent (1.00%) for purposes of this Agreement and (y) with respect to Revolving Credit Loans and other Obligations at any time bearing interest at the Base Rate, if the Base Rate would be less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this Agreement. Base Rate Option shall mean have the option meaning ascribed thereto in Section 3.3 hereof. Benefit Arrangement shall mean, at any time, an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by the Borrower to have Loans bear interest at the rate and under the terms set forth in either Section 4.1.1(i) [Revolving Credit Base Rate Options]or Section 4.1.2(i) [Term Loan Base Rate Options], as applicableor any Subsidiary. Beneficial Owner shall mean each of the following: (i) each individual, if any, who, directly or indirectly, owns 25% or more of the Borrower’s Capital Stock; and (ii) a single individual with significant responsibility to control, manage, or direct the Borrower. Benefit Plan Business Day shall mean any of day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed, or are in fact closed, for business in Pittsburgh, Pennsylvania (i) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISAor, (ii) a “plan” as defined in and subject to Section 4975 if otherwise, the lending office of the Code Agent); provided that, when used in connection with an amount that bears interest at a rate based on SOFR or (iii) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. Borrower shall have the meaning specified in the introductory paragraph.direct or

Bail. In Action shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEAAffected Financial Institution. Bail-In Legislation shall mean mean, (ia) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (iib) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). Bankruptcy Event shall have the meaning specified in the definition of Defaulting Lender. Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Overnight Bank Funding Rate, plus 0.5%, (ii) the Prime Rate, and (iii) so long as the Daily LIBOR Rate is offered, ascertainable and not unlawful, the Daily LIBOR RateEuro-RateSimple SOFR, plus 100 basis points (1.0%)) so long as Daily Simple SOFR is offered, ascertainable and not unlawful; provided that if the Base Rate as determined above would be less than zero, then such rate shall be deemed to be zero. Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs. Notwithstanding anything to the foregoingcontrary contained herein, (x) with respect in the case of any event specified in Section 3.4.1 or Section 3.4.2, to Term Loans bearing interest at the Base Rate Option, if extent any such determination affects the Base Rate would be less than one percent (1.00%), such rate shall be deemed to be one percent (1.00%) for purposes calculation of this Agreement and (y) with respect to Revolving Credit Loans and other Obligations bearing interest at the Base Rate, if the Base Rate would be less than zero (0.00), such rate definition hereof shall be deemed calculated without reference to be zero clause (0.00iii) for purposes of this Agreementuntil the circumstances giving rise to such event no longer exist. Base Rate Option shall mean the option of the Borrower Borrowers to have Revolving Credit Loans which are denominated in Dollars bear interest at the rate and under the terms and conditions set forth in either Section 4.1.1(i3.1.1(i). Benchmark shall mean, initially, with respect to Obligations, interest, fees, commissions, or other amounts denominated in, or calculated with respect to, (a) [Revolving Credit Base Dollars, SOFR and the Term SOFR Reference Rate, (b) Euros, the EURIBOR Rate, or (c) British Pounds Sterling or Canadian Dollars, the Euro-Rate Options]or Section 4.1.2(i) [applicable for such Currency; provided that if a Benchmark Transition Event has occurred with respect to the then-current Benchmarkwith respect to any Euro-Rate Loan or EURIBOR Loan in any Currency, the applicable Euro-Rate or EURIBOR; provided that if a Benchmark Transition Event, a Term Loan Base SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Options]Election, as applicable. Beneficial Owner shall mean each of , and its related Benchmark Replacement Date have occurred with respect to such applicable Euro-Rate, EURIBOR Rate or the following: (i) each individualthen-current Benchmark for such currency, if any, who, directly or indirectly, owns 25% or more of then “Benchmark” means the Borrower’s Capital Stock; and (ii) a single individual with significant responsibility applicable Benchmark Replacement to control, manage, or direct the Borrower. Benefit Plan shall mean any of (i) an “employee benefit plan” (as defined in ERISA) extent that is subject to Title I of ERISA, (ii) a “plan” as defined in and subject such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 4975 of the Code or (iii) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. Borrower shall have the meaning specified in the introductory paragraph3.4.4.

Bail. In Legislation shall mean (i) mean, with respect to (a) any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and Schedule, or (iib) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration administrative or other insolvency proceedingsproceeding). Bankruptcy Event shall have the meaning specified in the definition of Defaulting Lender. Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (ia) the Overnight Bank Funding Rate, plus 0.5fifty basis points (0.50%), (iib) the Prime Rate, and or (iiic) the Daily LIBOR Rate, plus one hundred basis points (1.00%) so long as the Daily LIBOR Rate is offered, ascertainable and not unlawful, the Daily LIBOR Rate, plus 100 basis points (1.0%). Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs. Notwithstanding the foregoing, (x) with respect to Term Loans bearing interest at the Base Rate Option, if the Base Rate as determined above would be less than one percent zero basis points (1.000.00%), such rate shall be deemed to be one percent (1.00%) for purposes of this Agreement and (y) with respect to Revolving Credit Loans and other Obligations bearing interest at the Base Rate, if the Base Rate would be less than zero basis points (0.00), such rate shall be deemed to be zero (0.00%) for purposes of this Agreement. Base Rate Option shall mean the option of the Borrower Borrowers to have Loans bear interest at the rate and under the terms set forth in either Section 4.1.1(i) [Revolving Credit Base Rate Options]or Section 4.1.2(i) [Term Loan Base Rate OptionsOption], as applicable. Beneficial Owner shall mean mean, for each Foreign Borrower, each of the following: (ia) each individual, if any, who, directly or indirectly, owns 25% or more of the such Borrower’s Capital StockEquity Interests; and (iib) a single individual with significant responsibility to control, manage, or direct the such Borrower. Benefit Plan shall mean any of (i) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (ii) a “plan” as defined in and subject to Section 4975 of the Code Code, or (iii) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. Borrower Agent shall have the meaning specified ascribed to such term in Section 12.13 [Borrower Agent] hereof. Borrower Joinder shall mean a joinder by a Person as a Borrower under this Agreement and the introductory paragraphother Loan Documents in substantially the form of Exhibit 1.1(B). Borrowers shall mean the Company, CXT, Salient Systems, Rail Technologies, Inc., Rail Technologies Canada, Rail Technologies, Corp., Rail Technologies (UK), ▇▇▇ Engineering, Netpractise, ▇▇▇ Plus, and any other Person which joins this Agreement as a Borrower after the date hereof, and the successors and assigns of each of the foregoing to the extent permitted under this Agreement. Borrowing Date shall mean, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof at or to the same or a different Interest Rate Option, which shall be a Business Day.

Bail. In Legislation shall mean (i) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (ii) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). Bankruptcy Event shall have the meaning specified in the definition of Defaulting Lender. Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Overnight Bank Funding Rate, plus 0.5%, (ii) the Prime Rate, and (iii) Daily Simple SOFR, plus 1.00%, so long as the Daily LIBOR Rate RateSimple SOFR is offered, ascertainable and not unlawful, the Daily LIBOR Rate, plus 100 basis points (1.0%); provided, however, if the Base Rate as determined above would be less than zero, then such rate shall be deemed to be zero. Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs. Notwithstanding the foregoing, (x) with respect to Term Loans bearing interest at the Base Rate Option, if the Base Rate would be less than one percent (1.00%), such rate shall be deemed to be one percent (1.00%) for purposes of this Agreement and (y) with respect to Revolving Credit Loans and other Obligations bearing interest at the Base Rate, if the Base Rate would be less than zero (0.00), such rate shall be deemed to be zero (0.00) for purposes of this AgreementAgreement.anything to the contrary contained herein, in the case of any event specified in Section 4.4(a) [Unascertainable; Increased Costs; Deposits Not Available] or Section 4.4(b) [Illegality], to the extent any such determination affects the calculation of Base Rate, the definition hereof shall be calculated without reference to clause (iii) until the circumstances giving rise to such event no longer exist. Base Rate Option shall mean the option of the Borrower to have Loans bear interest at the rate and under the terms set forth in either Section 4.1.1(i) [Revolving Credit Base Rate Options]or Options] or Section 4.1.2(i) [Term Loan Base Rate Options], as applicable. Beneficial Owner shall mean each of the following: (i) each individual, if any, who, directly or indirectly, owns 25% or more of the Borrower’s Capital Stock; and (ii) a single individual with significant responsibility to control, manage, or direct the Borrower. Benefit Plan shall mean any of (i) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (ii) a “plan” as defined in and subject to Section 4975 of the Code or (iii) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. Borrower shall have the meaning specified in the introductory paragraph.

Bail. In Legislation shall mean (i) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (ii) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). Bankruptcy Event shall have the meaning specified in the definition of Defaulting Lender. Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Overnight Bank Funding Rate, plus 0.5%, (ii) the Prime Rate, and (iii) Daily Simple SOFR, plus 1.00%, so long as the Daily LIBOR Rate Simple SOFR is offered, ascertainable and not unlawful; provided, however, if the Daily LIBOR RateBase Rate as determined above would be less than zero, plus 100 basis points (1.0%)then such rate shall be deemed to be zero. Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on the day such change occurs. Notwithstanding anything to the foregoingcontrary contained herein, (xin the case of any event specified in Section 4.4(a) with respect [Unascertainable; Increased Costs; Deposits Not Available] or Section 4.4(b) [Illegality], to Term Loans bearing interest at the Base Rate Option, if extent any such determination affects the Base Rate would be less than one percent (1.00%), such rate shall be deemed to be one percent (1.00%) for purposes calculation of this Agreement and (y) with respect to Revolving Credit Loans and other Obligations bearing interest at the Base Rate, if the Base Rate would be less than zero (0.00), such rate definition hereof shall be deemed calculated without reference to be zero (0.00) for purposes of this Agreement. Base Rate Option shall mean the option of the Borrower to have Loans bear interest at the rate and under the terms set forth in either Section 4.1.1(i) [Revolving Credit Base Rate Options]or Section 4.1.2(i) [Term Loan Base Rate Options], as applicable. Beneficial Owner shall mean each of the following: (i) each individual, if any, who, directly or indirectly, owns 25% or more of the Borrower’s Capital Stock; and (ii) a single individual with significant responsibility to control, manage, or direct the Borrower. Benefit Plan shall mean any of (i) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (ii) a “plan” as defined in and subject to Section 4975 of the Code or clause (iii) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of until the Code) the assets of any circumstances giving rise to such “employee benefit plan” or “plan”. Borrower shall have the meaning specified in the introductory paragraphevent no longer exist.