Common use of Bail Clause in Contracts

Bail. In Legislation shall meanmeans (a) 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 (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, administration or other insolvency proceedings). Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Federal Funds OpenOvernight Bank Funding Rate, plus 0.5%, (ii) the Prime Rate, and (iii) the Daily LIBOR Rate, plus 100 basis points (1.0%)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 contrary contained herein, 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 shall be calculated without reference to clause (iii) of this definition 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 Section 4.1.1(i) [Revolving Credit Base Rate Options]. Beneficial Owner shall mean, for each Loan Party, each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of such Loan Party’s Capital Stock; and (b) a single individual with significant responsibility to control, manage, or direct each Loan Party. Benefit Plan shall mean any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) 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 meanmeans mean, (a) 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, rule, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation 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 (other than through liquidation, administration or other insolvency proceedings). Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Federal Funds OpenOvernight Overnight Bank Funding Rate, plus 0.5%, (ii) the Prime Rate, and (iii) the Daily LIBOR Rate, plus 100 basis points (1.0%)Simple Simple SOFR, plus 1.00%, so long as Daily Simple SOFR is offered, ascertainable 165778087 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 contrary contained herein, in the case of any event specified in Section 4.4.1 4.4(a) [Rate Unascertainable; Increased Costs] or Section 4.4.2 4.4(b) [Illegality], to the extent any such determination affects the calculation of the Base Rate, the Base Rate definition hereof shall be calculated without reference to clause (iii) of this definition until the circumstances giving rise to such event no longer exist. Base Rate Loan shall mean a Loan that bears interest based on the Base Rate. Base Rate Option shall mean the option of the Borrower to have Loans bear interest at the rate and under the terms set forth specified in either Section 4.1.1(i4.1(a)(i) [Revolving Credit Base Rate Options]. Beneficial Owner shall mean, for each Loan Party, each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of such Loan Party’s Capital Stock; and (b) a single individual with significant responsibility to control, manage, or direct each Loan Party. Benefit Plan shall mean any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA Option] or Section 4975 of the Code4.1(b)(i) the assets of any such “employee benefit plan” or “plan”[Swing Loan Base Rate Option], as applicable. Borrower Benchmark shall have the meaning specified in Section 4.4(d) [Benchmark Replacement Setting]. Benchmark Replacement shall have the introductory paragraphmeaning specified in Section 4.4(d) [Benchmark Replacement Setting]. Borrowing Benchmark Replacement Adjustment shall have the meaning specified in Section 4.4(d) [Benchmark Replacement Setting]. Benchmark Replacement Date shall mean, with respect to any Loan, have 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 Daymeaning specified in Section 4.4(d) [Benchmark Replacement Setting].

Bail. In Legislation shall meanmeans mean (ai) 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 (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, 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 Federal Funds OpenOvernight Overnight Bank Funding Rate, plus 0.5%, (ii) the Prime Rate, and (iii) the Daily LIBOR Rate, plus 100 basis points (1.0%)Simple 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 contrary contained herein, in the case of any event specified in Section 4.4.1 4.4(a) [Unascertainable; Increased Costs; Deposits Not Available] or Section 4.4.2 4.4(b) [Illegality], to the extent any such determination affects the calculation of the Base Rate, the Base Rate definition hereof shall be calculated without reference to clause (iii) of this definition 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 Section 4.1.1(i) [Revolving Credit Base Rate Options]. Beneficial Owner shall mean, for each Loan Party, each of the following: (a) each individual, if any, who, directly or indirectly, owns 25% or more of such Loan Party’s Capital Stock; and (b) a single individual with significant responsibility to control, manage, or direct each Loan Party. Benefit Plan shall mean any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) 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 meanmeans mean (ai) 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 (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, 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 Federal Funds OpenOvernight 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 RateSimple SOFR is offered, ascertainable and not unlawful, the Daily LIBOR Rate, plus 100 basis points (1.0%)Simple SOFR, plus 1.001.0%, 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 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.anything to the contrary contained herein, in the case of any event specified in Section 4.4.1 4.4(a) [Unascertainable; Increased Costs; Deposits Not Available] or Section 4.4.2 4.4(b) [Illegality], to the extent any such determination affects the calculation of Base Rate, the Base Rate definition hereof shall be calculated without reference to clause (iii) of this definition 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 Section 4.1.2(i) [Term Loan Base Rate Options], as applicable. Beneficial Owner shall mean, for each Loan Party, mean each of the following: (ai) each individual, if any, who, directly or indirectly, owns 25% or more of such Loan Partythe Borrower’s Capital Stock; and (bii) a single individual with significant responsibility to control, manage, or direct each Loan Partythe Borrower. Benefit Plan shall mean any of (ai) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (bii) a “plan” as defined in and subject to Section 4975 of the Code or (ciii) 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 meanmeans mean (ai) 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 (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, 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 Federal Funds OpenOvernight 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%)Simple SOFR, plus 1.001.0%, 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 the foregoing, (x) with respect to Term Loans bearing interest at the contrary contained hereinBase Rate Option, in if the case Base Rate would be less than one percent (1.00%), such rate shall be deemed to be one percent (1.00%) for purposes of any event specified in Section 4.4.1 [Unascertainable; Increased Costs] or Section 4.4.2 [Illegality], this Agreement and (y) with respect to Revolving Credit Loans and other Obligations bearing interest at the extent any such determination affects the calculation of Base Rate, if the Base Rate would be less than zero (0.00), such rate shall be calculated without reference deemed to clause be zero (iii0.00) for purposes of this definition until the circumstances giving rise to such event no longer existAgreement. 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, for each Loan Party, mean each of the following: (ai) each individual, if any, who, directly or indirectly, owns 25% or more of such Loan Partythe Borrower’s Capital Stock; and (bii) a single individual with significant responsibility to control, manage, or direct each Loan Partythe Borrower. Benefit Plan shall mean any of (ai) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (bii) a “plan” as defined in and subject to Section 4975 of the Code or (ciii) 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.