Definitions

Definitions. "Collateral" shall mean the Pledged Shares, the Stock Rights, and the proceeds of each. "Credit Documents" shall mean, collectively, the Credit Agreement and Note (as defined in the Credit Agreement), each as amended, restated, replaced or extended from time to time. "Default" shall mean any "Event of Default" as defined in the Credit Agreement. "Liabilities" shall mean all of the duties, liabilities and obligations of the Pledgor under the Credit Documents and this Agreement. "Pledged Shares"... shall mean 100% of the issued and outstanding shares of capital stock of Pacific Western National Bank held by the Pledgor or otherwise held from time to time by Pledgor. "Stock Rights" shall mean any dividend or other distribution (whether in cash, securities or other property) and any other right or property which the Pledgor shall receive or shall become entitled to receive for any reason whatsoever as a result of its being a holder of the Pledged Shares, or with respect to, in substitution for, or in exchange for, Pledged Shares. View More

Definitions. All capitalized terms, unless otherwise defined herein, shall have the respective meanings ascribed to such terms in Appendix A annexed hereto and by this reference incorporated herein.

Definitions. For convenience, certain terms used in more than one part of this Agreement are listed in alphabetical order and defined or referred to below (such terms as well as any other terms defined elsewhere in this Agreement shall be equally applicable to both the singular and plural forms of the terms defined).

Definitions. Unless otherwise specifically defined herein, capitalized terms used herein shall have their respective meanings assigned to such terms in the Credit Agreement.

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated: (a) "Amortized Cost Value" means, with respect to any Eligible Note held by the Fund, the value of that Eligible Note as determined using the Amortized Cost Method in accordance with Rule 2a-7 on the relevant date. (b) "Capital Contribution" means a cash contribution by the Support Provider to the Fund pursuant to this Agreement for which the Support Provider does not receive any... shares or other consideration from the Fund. (c) "Contribution Event" means, with respect to any Eligible Note held by the Fund, any of the following occurrences: (i) Any sale of the Eligible Note by the Fund for cash in an amount, after deduction of any commissions or similar transaction costs, less than the Amortized Cost Value of the Eligible Note sold as of the date of settlement; (ii) Receipt of final payment on the Eligible Note in an amount less than the Amortized Cost Value of that Eligible Note as of the date such payment is received; or (iii) Issuance of orders by a court having jurisdiction over the matter discharging the Issuer from liability for the Eligible Note and providing for payments on that Eligible Note in an amount less than the Amortized Cost Value of that Eligible Note as of the date such payment is received. The excess of the Amortized Cost Value of the Eligible Notes subject to a Contribution Event over the amount received by the Fund in connection with such Contribution Event shall constitute the "Loss" on such Eligible Notes. (d) "Eligible Notes" means the Notes held by the Fund as portfolio securities on the date hereof or any securities or other instruments received in exchange for, or as a replacement of, the Notes as a result of an exchange offer, debt restructuring, reorganization or similar transaction pursuant to which the Notes are exchanged for, or replaced with, new securities of the Issuer or a third party, other than Notes or securities which are or become "Eligible Securities," as defined in paragraph (a)(10) of Rule 2a-7. (e) "Maximum Contribution Amount" means twelve million and five hundred thousand dollars ($12,500,000). The Maximum Contribution Amount may be increased at any time as agreed by the Trust and the Support Provider. (f) "Required Capital Contribution" means for the Fund on the date of any Contribution Event, a Capital Contribution in an amount sufficient for the Fund to maintain its net asset value per share at no less than the Minimum Permissible NAV, after giving effect to the Contribution Event and all payments received by the Fund in respect of the Eligible Notes. The net asset value for purposes of calculating the amount of Required Capital Contribution shall exclude any account receivable or other asset representing the Support Provider's obligations under this Agreement. Minimum Permissible NAV means $0.995 for so long as the Fund is not rated by Standard & Poor's, and $0.9975 if the Fund is rated by Standard & Poor's. View More

Definitions. All capitalized terms used but not otherwise defined herein are used as defined in the Note Purchase Agreement.

Definitions. Terms used with initial capitalization in this Amendment Number Four and not otherwise defined herein shall have the meaning provided in the Agreement.

Definitions. Except as otherwise defined in this Agreement or as the context may otherwise require, the capitalized terms used in this Agreement shall have the meanings ascribed to them in Annex I attached hereto and incorporated herein by reference.

Definitions. The definitions of capitalized terms used in this Agreement (if not provided where a capitalized term initially appears) are provided in the last Section hereof.

Definitions. Unless determined otherwise by the Administrator and set forth in the applicable Term Sheet the following terms shall have the indicated meanings: (a) "Account" means the bookkeeping account maintained on the books and records of Morgan Stanley in a Participant's name to record Allocated Amounts and credits or debits thereto in accordance with SECAP. An Account is established only for purposes of tracking Notional Investments and not to segregate assets or to identify assets that may be used... to make payments under SECAP. (b) "Account Value" means the amount reflected on the books and records of Morgan Stanley as the value of a Participant's Account at any date of determination, as determined in accordance with SECAP. (c) An "Accredited Investor" is an individual who is able to represent at the time of allocation that he or she meets the conditions for being an "accredited investor" set forth in Rule 501 promulgated under the Securities Act (or any successor provision). For purposes of any income test including such conditions, income does not include the value of any mandatory allocations, such as annual equity-based or other incentive compensation awards. (d) "Allocated Amount" means the amount of Eligible Compensation allocated by a Participant to SECAP, as accepted or modified by the Administrator pursuant to SECAP. The amount a Participant allocates will be taken from the Participant's Eligible Compensation, after the following allocations (as applicable): (i) any non-elective equity-based awards or other incentive compensation; and 14 (ii) bonus waivers; but before the following deductions (as applicable): (i) elective equity-based awards (e.g., Voluntary Equity Incentive Compensation Program or Voluntary Equity Participation Plan); (ii) Morgan Stanley 401(k) Plan; and (iii) income taxes and US Social Security and Medicare tax. (e) "Allocation Preference" means, for each Fiscal Year's participation, a request made by a Participant to allocate payment of an amount of the Participant's Eligible Compensation subject to the terms and conditions of SECAP. An Allocation Preference cannot be revoked by the Participant or the Firm after the applicable deadline. (f) "Allocation Year" means the Fiscal Year with respect to which the Participant's Allocated Amount under SECAP relates. For instance, (i) with respect to year-end discretionary bonuses, the Allocation Year is the year in which the bonuses are earned even if the bonuses are paid in a subsequent Fiscal Year and (ii) with respect to commission payouts or notional revenue credit advances, the Allocation Year is the year in which the commission payouts or notional revenue credit advances are earned. (g) "Applicable Account Value" means the portion of the Participant's Account Value that corresponds to the applicable Fiscal Year's Allocated Amount. (h) "Beneficiary" means the person designated by a Participant pursuant to Section 14 to receive any payments under SECAP in the event of the Participant's death. (i) A "Cancellation Event" shall have the meaning set forth in the applicable Term Sheet. (j) "Chief Administrative Officer" means the officer of Morgan Stanley to whom the Compensation, Management Development and Succession Committee of Morgan Stanley's Board of Directors has delegated authority to administer SECAP. (k) "Descriptive Materials" means the applicable Term Sheet, International Supplement, if any, the SECAP plan document and all other brochures, letters, memoranda or other documents from Morgan Stanley to the Participant regarding SECAP, including all electronic-based materials. 15 (l) "Disability" means any condition that would qualify for a benefit under any group long-term disability plan maintained by the Firm and applicable to the Participant. (m) "Distribution Commencement Date" means, with respect to each Allocation Year, the date specified in a Participant's Allocation Preference for commencement of the distributions in respect of the Applicable Account Value, as accepted or modified by the Administrator pursuant to SECAP. (n) "Distribution Method" means, with respect to each Allocation Year, the form of payment method (lump sum or two to ten annual installments) specified in a Participant's Allocation Preference in respect of the Applicable Account Value, as accepted or modified by the Administrator pursuant to SECAP. (o) "Eligible Compensation" means the cash compensation a Participant may allocate pursuant to SECAP, as determined by the Administrator from time to time and set forth in the applicable Term Sheet. (p) "Eligible Employees" shall have the meaning set forth in the applicable Term Sheet. (q) "Executive Compensation Department" means Morgan Stanley's Executive Compensation Department or any other department of Morgan Stanley that succeeds to the functions of the Executive Compensation Department. (r) The "Firm" means Morgan Stanley (including any successor thereto) together with its subsidiaries and other affiliates. (s) "Fiscal Year" means a fiscal year of Morgan Stanley. (t) "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended, and the rules, regulations and guidance thereunder. (u) "Legal Requirement" means any law, regulation, ruling, judicial decision, accounting standard, regulatory guidance or other legal requirement. (v) "Notional Investments" means the Referenced Funds or other investment vehicles used to measure the return (positive or negative) to be attributed to Allocated Amounts. (w) "Participant" means an Eligible Employee who participates in SECAP. (x) "Preferred Distribution Commencement Date" means, with respect to each Allocation Year, the date specified in a Participant's Allocation Preference for commencement of the distributions in respect of the Applicable Account Value. A Participant shall select a separate Preferred Distribution Date for each Applicable Account Value. 16 (y) "Preferred Distribution Method" means, with respect to each Allocation Year, the form of payment method (lump sum or two to ten annual installments) specified in a Participant's Allocation Preference in respect of the Applicable Account Value. (z) "SECAP" means the Select Employees' Capital Accumulation Program. (aa) "Section 409A" means Section 409A of the Internal Revenue Code. (bb) "Securities Act" means the Securities Act of 1933, as amended. (cc) "Separation from Service" means a separation from service with the Firm for purposes of Section 409A determined using the default provisions set forth in Treasury Regulation §1.409A-1(h) or any successor regulation thereto. For purposes of this definition, Morgan Stanley's subsidiaries and affiliates include (and are limited to) any corporation that is in the same controlled group of corporations (within the meaning of Section 414(b) of the Internal Revenue Code) as Morgan Stanley and any trade or business that is under common control with Morgan Stanley (within the meaning of Section 414(c) of the Internal Revenue Code), determined in each case in accordance with the default provisions set forth in Treasury Regulation §1.409A-1(h)(3). (dd) "Term Sheet" means a written or electronic document which, for each specified Fiscal Year's allocation, sets forth those terms and conditions of SECAP that, pursuant to the terms of this plan document, are to be communicated in a Term Sheet, including terms and definitions that are not otherwise set forth herein or that the Administrator has determined to modify from those set forth herein. (ee) "Vesting Date" shall have the meaning set forth in the applicable Term Sheet with respect to the specified Fiscal Year's allocation. View More