Liquidity shall mean, as of any date of determination, the sum of (a) the aggregate amount of cash and Cash Equivalents (other than, in either case, Restricted Cash) of the Macerich Entities, plus (b) the difference, if positive, of (i) the lesser of (x) the Borrowing Base Amount and (y) total Revolving Commitments in effect as of such date minus (ii) the aggregate principal amount of the total Revolving Credit Exposure. For purposes hereof, the amount of cash and Cash Equivalents (other than, in either case, Restricted Cash) of any non-Wholly Owned Subsidiary or Joint Venture shall be deemed to be an amount equal to the product of (x) the cash and Cash Equivalents (other than, in either case, Restricted Cash) of such Person, multiplied by (y) the percentage of the total outstanding common Capital Stock of such Person directly or indirectly owned by MAC, expressed as a decimal.
Loans shall mean the loans made by the Lenders to the Borrower pursuant to Section 1.1.
Loan Documents shall mean this Agreement, each Joinder Agreement, if any, the Notes, each Guaranty, the Security Documents, the Environmental Indemnity Agreement and each other instrument, certificate or agreement executed by any Borrower Party in connection herewith, as any of the same may be Modified from time to time.
MAC shall have the meaning given such term in the preamble to this Agreement.
Macerich Core Entities shall mean collectively, (i) the Consolidated Entities, and (ii) any Joint Venture in which any Consolidated Entity is a general partner or in which any Consolidated Entity owns more than 50% of the Capital Stock.
Macerich Entities shall mean the Borrower Parties, and all Subsidiary Entities of the Borrower Parties.
Macerich Entity shall mean any one of the Macerich Entities.
MACWH shall mean MACWH, LP, a Delaware limited partnership.
MACWH Partnership Agreement shall mean the 2005 Amended and Restated Agreement of Limited Partnership of MACWH, dated as of April 25. 2005, by and between Walleye Retail Investments LLC, a Delaware limited liability company (as successor to MACWPI Corp., a Delaware corporation), as general partner, and certain limited partners party thereto from time to time, as the same may be amended, modified and/or supplement from time to time.
Management Companies shall mean Macerich Property Management Company, LLC a Delaware limited liability company, Macerich Management Company, a California corporation, Macerich Arizona Partners, LLC, an Arizona limited liability company, Macerich Partners of Colorado LLC, a Colorado limited liability company, Macerich Arizona Management LLC, a Delaware limited liability company, MACW Property Management, LLC, a New York limited liability company, and MACW Mall Management, Inc., a New York corporation, and includes their respective successors.
Management Contracts shall mean any contract between any Management Company, on the one hand, and any other Macerich Entity, on the other hand, relating to the management of any Macerich Entity or any Joint Venture or any of the properties of such Person, as the same may be amended from time to time.