Common use of Bail Clause in Contracts

Bail. In Legislation shall 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 rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, or (b) 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, administrative or other insolvency proceeding). 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 (a) the Overnight Bank Funding Rate, plus fifty basis points (0.50%), (b) the Prime Rate, or (c) the Daily LIBOR Rate, plus one hundred basis points (1.00%) so long as the Daily LIBOR Rate is offered, ascertainable and not unlawful. 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, if the Base Rate as determined above would be less than zero basis points (0.00%), such rate shall be deemed to be zero basis points (0.00%) for purposes of this Agreement. Base Rate Option shall mean the option of the Borrowers to have Loans bear interest at the rate and under the terms set forth in Section 4.1.1(i) [Revolving Credit Base Rate Option]. Beneficial Owner shall mean, for each Foreign Borrower, each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of such Borrower’s Equity Interests; and (b) a single individual with significant responsibility to control, manage, or direct 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, 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 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 other 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), XXX Engineering, Netpractise, XXX 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 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, 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 rule or requirement law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, or (b) 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, administrative or other insolvency proceeding). 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 (ai) the Overnight Bank Funding Federal Funds Open Rate, plus fifty (50) basis points (0.500.5%), (bii) the Prime Rate, or and (ciii) the Daily LIBOR Rate, plus one hundred 100 basis points (1.001.0%) so long as the Daily LIBOR Rate is offered, ascertainable and not unlawful). 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, if the Base Rate as determined above would be less than zero basis points (0.00%), such rate shall be deemed to be zero basis points (0.00%) for purposes of this Agreement. Base Rate Option shall mean the option of the Borrowers Borrower to have Loans bear interest at the rate and under the terms set forth in either Section 4.1.1(i3.1.1(i) [Revolving Credit Base Rate Options] or Section 3.1.2(i) [Term Facility Base Rate Option]. Beneficial Owner shall mean, for each Foreign Borrower, each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of such Borrower’s Equity Interests; and (b) a single individual with significant responsibility to control, manage, or direct 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, 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”applicable. Borrower Agent shall have the meaning ascribed to such term specified in Section 12.13 [Borrower Agent] hereof. Borrower Joinder shall mean a joinder by a Person as a Borrower under this Agreement and the other 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), XXX Engineering, Netpractise, XXX 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 Agreementintroductory 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. Borrowing Tranche shall mean specified portions of Loans outstanding as follows: (i) any Loans to which a Euro-Rate Option applies which are in Dollars or in the same Optional Currency advanced under the same Loan Request by the Borrower and which have the same Interest Period shall constitute one Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies shall constitute one Borrowing Tranche. Brazilian Real shall mean the official currency of Brazil.

Bail. In Legislation shall mean, (a) 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, or Schedule and (b) 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, administrative administration or other insolvency proceedingproceedings). Bankruptcy Event shall have the meaning specified in the definition of Defaulting Lender. Base Rate shall mean, for the greatest of (i) the Primefor any day, a fluctuating per annum rate of interest equal to the highest of (ai) the Overnight Bank Funding Rate, plus fifty basis points (0.500.5%), (bii) the Prime RateFederal Funds OpenPrime Rate plus 0.5% per annum or, or and (ciii) the Adjusted Daily LIBOR LIBORSimple SOFR Rate, plus one hundred basis points (1.001.01.00%) , so long as the a Daily LIBOR Rate RateSimple SOFR is offered, ascertainable and not unlawful; provided, however, if the Base Rate as determined above would be less than one percent (1.00%), then such rate shall be deemed to be one percent (1.00%). 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, if the Base Rate as determined above would be less than zero basis points (0.00%)Borrowing shall mean that portion of the principal balance of the Loans, such rate shall be deemed to be zero basis points (0.00%) for purposes of this Agreementincluding the Swing Loans, at any time bearing interest at the Adjusted Base Rate. Base Rate Option shall mean the option of the Borrowers to have Loans bear interest at the rate and under the terms set forth in Section 4.1.1(i) [Revolving Credit Base Rate Option]. Beneficial Owner shall mean, for each Foreign Borrower, each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of such Borrower’s Equity Interests; and (b) a single individual with significant responsibility to control, manage, or direct 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, 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 ascribed to such term thereto in Section 12.13 [Borrower Agent] 3.3 hereof. Borrower Joinder shall mean a joinder by a Person as a Borrower under this Agreement and the other 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), XXX Engineering, Netpractise, XXX 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 Benefit Arrangement shall mean, with respect to at any Loantime, an employee benefit plan within the date for the making thereof or the renewal or conversion thereof at or to the same meaning of Section 3(3) of ERISA which is not a Plan or a different Interest Rate Option, Multiemployer Plan and which shall be a Business Dayis maintained or otherwise contributed to by the Borrower or any Subsidiary.

Bail. In Legislation shall mean, mean (i) 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, or Schedule and (bii) 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, administrative administration or other insolvency proceedingproceedings). 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 (ai) the Overnight Bank Funding Rate, plus fifty basis points (0.500.5%), (bii) the Prime Rate, or and (ciii) the Daily LIBOR RateSimple SOFR, plus one hundred basis points (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 as determined above would be less than zero basis points one percent (0.001.00%), such rate shall be deemed to be zero basis points one percent (0.001.00%) for purposes of this AgreementAgreement 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.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 Borrowers 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 OptionOptions] or Section 4.1.2(i) [Term Loan Base Rate Options], as applicable. Beneficial Owner shall mean, for each Foreign Borrower, mean each of the following: (ai) each individual, if any, who, directly or indirectly, owns 25% or more of such the Borrower’s Equity InterestsCapital Stock; and (bii) a single individual with significant responsibility to control, manage, or direct such 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, 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 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 other 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), XXX Engineering, Netpractise, XXX 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, meanmeans (a) 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 rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, or . and (b) 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, administrative administration or other insolvency proceedingproceedings). 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 (ai) the Overnight Federal Funds OpenOvernight Bank Funding Rate, plus fifty basis points (0.500.5%), (bii) the Prime Rate, or and (ciii) the Daily LIBOR Rate, plus one hundred 100 basis points (1.0%)Simple SOFR, plus 1.00%) , so long as the Daily LIBOR Rate 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, if in the case of any event specified in Section 4.4.1 [Unascertainable; Increased Costs] or Section 4.4.2 [Illegality], to the extent any such determination affects the calculation of Base Rate, the Base Rate as determined above would be less than zero basis points (0.00%), such rate shall be deemed calculated without reference to be zero basis points clause (0.00%iii) for purposes of this Agreementdefinition until the circumstances giving rise to such event no longer exist. Base Rate Option shall mean the option of the Borrowers Borrower to have Loans bear interest at the rate and under the terms set forth in Section 4.1.1(i) [Revolving Credit Base Rate OptionOptions]. Benchmark shall have the meaning specified in Section 4.4.4 [Benchmark Replacement Setting]. Benchmark Replacement shall have the meaning specified in Section 4.4.4 [Benchmark Replacement Setting]. Benchmark Replacement Adjustment shall have the meaning specified in Section 4.4.4 [Benchmark Replacement Setting]. Benchmark Replacement Date shall have the meaning specified in Section 4.4.4 [Benchmark Replacement Setting]. Benchmark Transition Event shall have the meaning specified in Section 4.4.4 [Benchmark Replacement Setting]. Benchmark Unavailability Period shall have the meaning specified in Section 4.4.4 [Benchmark Replacement Setting]. Beneficial Owner shall mean, for each Foreign BorrowerLoan Party, each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of such BorrowerLoan Party’s Equity InterestsCapital Stock; and (b) a single individual with significant responsibility to control, manage, or direct such 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, 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 Agent shall have the meaning ascribed to such term specified in Section 12.13 [Borrower Agent] hereof. Borrower Joinder shall mean a joinder by a Person as a Borrower under this Agreement and the other 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), XXX Engineering, Netpractise, XXX 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 Agreementintroductory 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 (i) 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, or Schedule and (bii) 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, administrative administration or other insolvency proceedingproceedings). 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 (ai) the Overnight Bank Funding Rate, plus fifty basis points (0.500.5%), (bii) the Prime Rate, or and (c) the Daily LIBOR Rate, plus one hundred basis points (1.00%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 as determined above would be less than zero basis points one percent (0.001.00%), 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 Borrowers 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 OptionOptions]or Section 4.1.2(i) [Term Loan Base Rate Options], as applicable. Beneficial Owner shall mean, for each Foreign Borrower, mean each of the following: (ai) each individual, if any, who, directly or indirectly, owns 25% or more of such the Borrower’s Equity InterestsCapital Stock; and (bii) a single individual with significant responsibility to control, manage, or direct such 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, 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 ascribed to such term specified in Section 12.13 [Borrower Agent] hereof. Borrower Joinder shall mean a joinder by a Person as a Borrower under this Agreement and the other 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), XXX Engineering, Netpractise, XXX 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 Dayintroductory paragraph.