EXHIBIT 10.52

    


    EXECUTION
COPY

    


    CAPITAL CONTRIBUTION
COMMITMENT AGREEMENT

     

    THIS
CAPITAL CONTRIBUTION COMMITMENT AGREEMENT (“Agreement”) is made
as of the 30th day of August 2010, by and among Lightstone Value Plus REIT,
L.P.(the “Committed Party”),
Pro-DFJV Holdings LLC, a Delaware limited liability company (“Pro-DFJV”), Marco LP
Units, LLC, a Delaware limited liability company, its successors and assigns,
having an address at 225 West Washington Street, Indianapolis, Indiana 46204
(“New
Company”), and Simon Property Group, L.P., a Delaware limited
partnership, its successors and assigns, having an address at 225 West
Washington Street, Indianapolis, Indiana 46204 (“SPGLP”).

     

    WITNESSETH:

     

    WHEREAS,
the Committed Party is an indirect owner of an interest in SPGLP;
and

     

    WHEREAS,
SPGLP has obtained, or may in the future obtain, unsecured term indebtedness
that is nonrecourse with respect to its limited partners and the REIT (as
defined below), excluding any revolving credit facility obtained by SPGLP from
time-to-time (each a “Loan” and
collectively, the “Loans”) from one or
more financial institutions (each a “Lender” and
collectively, the “Lenders”);
and

     

    WHEREAS,
Simon Property Group, Inc. (the “REIT”) is the sole
general partner of SPGLP; and

     

    WHEREAS,
the Loans are or will be evidenced by one or more promissory notes
(collectively, the “Notes”) and other
loan documents (collectively, the “Loan Documents”);
and

     

    WHEREAS,
the Committed Party has agreed to contribute capital to SPGLP (the “Committed
Contribution”) in an amount set forth herein (the amount of such
Committed Contribution, taken together with the maximum aggregate amount of all
other similar capital contribution commitments of direct and indirect owners of
SPGLP pursuant to agreements similar to this Agreement, the “Total Committed
Capital”), all on the terms and conditions hereafter set
forth;

     

    WHEREAS,
SPGLP would use the proceeds of the Committed Contribution to repay a portion of
one or more of the Loans, if necessary; and

     

    WHEREAS,
the Committed Party expects to derive benefits, directly or indirectly, from the
Loans.

     

    NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Committed Party hereby covenants and agree with SPGLP, Pro-DFJV, and New Company
as follows:

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    1.           Loan
Documents.  The
Committed Party acknowledges that it is familiar with (x) the Loans that are
outstanding as of the date hereof and the Loan Documents evidencing such Loans,
(y) the Limited Liability Company Operating Agreement of New Company (the “New Company
Agreement”), and (z) the Eighth Amended and Restated Limited Partnership
Agreement of SPGLP (the “SPGLP
Agreement”).  On request of the Committed Party, SPGLP will
provide to the Committed Party (i) copies of Loan Documents entered into,
modified, or amended after the date hereof and all documents relating thereto
or, at SPGLP’s option, a summary of all material provisions of the Loans and all
such documents, and (ii) information as to the Total Committed Capital and the
total amount of the Loans from time to time.  SPGLP shall promptly
notify the Committed Party when SPGLP obtains new Loans or repays, modifies, or
amends existing Loans.

     

    2.           Intentionally
Omitted.

     

    3.           Capital Contribution
Obligations.

     

    (a)          The
Committed Party hereby irrevocably and unconditionally agrees to contribute
capital to SPGLP (the “Committed
Contribution”) in an amount, up to a maximum amount set forth opposite
its name on Exhibit A hereto (the “Maximum Amount”),
equal to the Committed Party’s Proportionate Share of any Loan Recovery
Shortfall Amount (such amount, with respect to the Committed Party, being
adjusted as provided herein and, as so adjusted, being referred to herein as its
“Capital Contribution
Obligation”) at the time and manner as required hereunder.

     

    (b)          The
Committed Party shall be permitted to designate a new Maximum Amount at the
following times: (i) on or before December 31, 2010, (ii) upon the fourth
anniversary of the date hereof or, if later, the expiration of the Refinancing
Guaranties (as defined in the Tax Matters Agreement dated as of the date hereof,
by and among the parties hereto, the REIT, and Prime Outlets Acquisition Company
LLC, a Delaware limited liability company (the “LVP Tax Matters
Agreement”)) that are in effect on such anniversary and (iii) as of the
first repayment in full or in part of the CMBS Debt (as defined in the Tax
Matters Agreement), other than through regularly scheduled principal payments
that are made prior to maturity.  SPGLP shall provide the Committed
Party with written notice of any repayment described in clause (iii) of the
preceding sentence at least ninety (90) days prior to such
repayment.

     

    (c)          For
the purposes of this Agreement, (x) the term “Proportionate Share”
shall mean the proportion that the Committed Party’s Committed Contributions
bears to Total Committed Capital, (y) “Loan Recovery Shortfall
Amount” shall mean the excess of (i)  Total Committed Capital
(up to a maximum of the aggregate amount due under the Loans at the time that
notice is given under Section 5 of this Agreement ), over (ii) all Remedy
Proceeds, and (z) the term “Remedy Proceeds”
shall mean the aggregate amount received by one or more Lenders with respect to
Loans that are declared in default by the Lender, after the date of the
declaration of default with respect to each such Loan, and/or realized by any
Lender in any exercise of its remedies, whether under the applicable Loan
Documents or otherwise in connection with any Loan that is declared in default
by the Lender, and shall include all additional amounts any Lender would be
entitled to receive if such Lender realized on all remedies available to it,
whether by agreement or under law.  For avoidance of doubt, (i) the
amount of the Committed Party’s Capital Contribution Obligation shall be
reduced, dollar-for-dollar, by the product of (a) the Committed Party’s
Proportionate Share and (b) all Remedy Proceeds and, for this purpose, all
Remedy Proceeds shall be applied, based on their Proportionate Shares, solely
against the Capital Contribution Obligations of the Committed Party and all
other similar capital contribution obligations of direct and indirect owners of
SPGLP pursuant to agreements similar to this Agreement until the aggregate
amount thereof has been reduced to zero and (ii) SPGLP shall exhaust all other
remedies available to it for the repayment of any Loan that is declared in
default by the Lender prior to enforcing the obligations of the Committed Party
under this Agreement.  Notwithstanding anything to the contrary in
this Agreement, if at any time the Total Committed Capital exceeds 30% of the
aggregate principal amount of the Loans, then the Committed Contribution of the
Committed Party shall be reduced dollar for dollar by the amount that is the
product of the Committed Party’s Proportionate Share and the dollar amount of
such excess.

     

    
      
         


      

      
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    4.           Commitment
Absolute.  This
Agreement is an absolute, unconditional, present and continuing obligation of
the Committed Party to make its Committed Contribution.  No setoff,
counterclaim, reduction or diminution of an obligation, except as set forth in
Section 3 of this Agreement, or any defense of any kind or nature (other than
(a) performance by the Committed Party of the Capital Contribution Obligations,
(b) payment in full of the unpaid principal balance of the Loans or, if less,
the Loan Recovery Shortfall Amount, (c) existence of Remedy Proceeds equal to or
greater than the Loan Recovery Shortfall Amount or (d) violation by New Company
or SPGLP of any of its agreements or obligations under this Agreement,
including, without limitation, those set forth in Section 10(c) of this
Agreement) which the Committed Party has or may have with respect to a claim
under this Agreement shall be available hereunder to the Committed Party against
New Company or SPGLP.

     

    5.           Time, Method and Place of
Payment.  All
payments of Committed Contributions by the Committed Party under or by virtue of
this Agreement shall be made to SPGLP in lawful money of the United States of
America and in immediately available funds at  SPGLP’s offices
specified in Section 16 of this Agreement, or at such other place or places as
SPGLP may hereafter designate in writing.  Any payments hereunder to
be made by the Committed Party will be due and payable within ten (10) business
days after notice from New Company and SPGLP stating the amount of the Capital
Contribution Obligations, as determined in accordance with the provisions of
Section 3 of this Agreement, accompanied by support documentation adequate to
substantiate the amount due.

     

    6.           SPGLP Agreement and New
Company Agreement; U.S. Federal Income Tax Treatment.  For
purposes of the New Company Agreement and the SPGLP Agreement, and for U.S.
federal income tax purposes, (a) the Committed Party shall be deemed to have
made a contribution of capital to Pro-DFJV in an amount equal to the product of
(1) its Committed Contribution and (2) the quotient of (A) Pro-DFJV’s Allocable
Share (as defined in the LVP Tax Matters Agreement) over (B) the sum of the
Allocable Shares of the Committed Party and Pro-DFJV (the amount of such
contribution, the “Pro-DFJV Amount”), (b) Pro-DFJV shall be deemed to have
contributed the Pro-DFJV Amount to New Company, (c) the Committed Party shall be
deemed to have made a contribution of capital to New Company in an amount equal
to the Committed Contribution minus the Pro-DFJV Amount, and (d) New Company
shall be deemed to have immediately contributed the Committed Contribution to
SPGLP.

     

    
      
         


      

      
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    7.           Waivers.  Except
as expressly provided herein to the contrary, the Committed Party hereby waives
notice of any liability to which this Agreement may apply, notice and proof of
reliance by New Company or SPGLP upon this Agreement, presentment and demand for
payment, notice of dishonor, protest and notice of protest of compliance with
the terms and provisions of any of the Loan Documents, or of non-performance or
non-observance thereof.

     

    8.           Committed Party’s Consent
Not Required.  Except
as otherwise provided herein, so far as the Committed Party is concerned, SPGLP
and the Lenders may agree at any time and from time to time, without the consent
of, or notice to, the Committed Party, and, without impairing or releasing any
of the Capital Contribution Obligations of the Committed Party, to:

     

    (a)          change
the manner, place or terms of, and/or change or extend the time of payment, or
modify, renew or alter, any of the Loan Documents, or any liability incurred
directly or indirectly in respect thereto, or waive any breach of, or any act,
omission or default under, the Loan Documents, or consent to any of the
foregoing, and this Agreement shall continue in full force and effect
notwithstanding any such changes, extensions, modifications, renewals or
alterations, and each reference in this Agreement to the Loan Documents shall
include such change, extension, modification, renewal or
alteration;

     

    (b)          settle
or compromise any claim pursuant to the Loan Documents, or any liability
incurred directly or indirectly in respect thereof (except for liabilities of
the Committed Party for Capital Commitments), or consent to any of the
foregoing; and

     

    (c)          apply
any sums by whomsoever paid or howsoever realized to whatever obligations of
SPGLP in respect of any Loan or the Loan Documents as are then outstanding, as
SPGLP and the Lenders may deem appropriate, regardless of what Capital
Contribution Obligations of the Committed Party then remain unsatisfied, the
order and method of such application to be in SPGLP's and the Lenders’
discretion; provided, however, that SPGLP shall not take any action described in
this Section 8, a principal purpose of which would be to cause the Committed
Party to become obligated to make payments of Committed Contributions to
SPGLP.

     

    9.           No Impairment or
Defense.  No
invalidity, irregularity or unenforceability of all or any part of the Capital
Commitment Obligations or of any of the Loan Documents (including, without
limitation, by reason of any insolvency or bankruptcy of SPGLP or other primary
obligor or guarantor of any Loan or any disaffirming of any such obligation by
or on behalf of SPGLP or other primary obligor or guarantor), nor any delay on
the part of any Lender in exercising any of its rights, powers or options under
any of the Loan Documents or a partial or single exercise thereof, shall, except
as otherwise provided in this Agreement, affect, impair or be a defense to this
Agreement, and this Agreement shall be construed as a continuing, absolute and
unconditional commitment without regard to the validity, regularity or
enforceability of the Loan Documents or any other instrument or document with
respect thereto at any time or from time to time held by Lenders.

     

    
      
         


      

      
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    10.         Certain Covenants of
SPGLP.  At
all times that the Committed Party holds a direct or indirect interest in SPGLP,
SPGLP and New Company represent, covenant and agree as follows with the
Committed Party:

     

    (a)          In
the absence of the obligations undertaken by the Committed Party hereunder, each
of the Loans would be a “nonrecourse liability,” within the meaning of Treas.
Reg. Sec. 1.752-1(a)(2) as in effect on the date hereof, and New Company and
SPGLP shall take such action as may be necessary to cause such Loans to retain
(and shall refrain from taking any action that would cause such Loans to lose)
such status as long as the Committed Party has any Capital Contribution
Obligation hereunder, unless SPGLP has made the offer to the Committed Party
described in Section 10(c) below;

     

    (b)          Taking
into account the obligations under this Agreement, SPGLP and New Company shall
take such action as may be necessary to cause the Loans to be treated (and shall
refrain from taking any action that would cause such obligation to cease to be
treated), for federal income tax purposes, as a “recourse liability,” as such
term is used in Treas. Reg. Sec. 1.752-2 as in effect on the date hereof with
respect to the Committed Party (including through its interest in Pro-DFJV), to
the extent of the Committed Party’s Committed Capital;

     

    (c)          In
the event that (i) (A) SPGLP incurs additional indebtedness in excess of one
billion dollars in the aggregate that is senior to any of the Loans or (B) any
Loan is refinanced or repaid in accordance with its terms, and (ii) SPGLP offers
any limited partner that has entered into a similar capital contribution
agreement an opportunity to have the “economic risk of loss,” within the meaning
of Treas. Reg. Sec. 1.752-1 and 1.752-2, with respect to any indebtedness of
SPGLP which is senior to the Loans, SPGLP shall provide a similar and no less
favorable opportunity to the Committed Party to replace all or a portion of its
obligation under this Agreement.

     

    (d)          SPGLP
shall maintain Loans with a sufficient principal balance such that the Committed
Party would be required to make a Committed Contribution equal to its Maximum
Amount, as determined from time to time, in the event that the Lender receives
no Remedy Proceeds, taking into account the limitations on Committed
Contributions imposed by this Agreement and all similar capital contribution
commitments of direct and indirect owners of SPGLP pursuant to agreements
similar to this Agreement.

     

    11.         Amendments; Governing
Law.  This
Agreement may not be waived, modified, cancelled, terminated or amended except
by an agreement in writing signed by SPGLP, New Company, Pro-DFJV, and the
Committed Party, so long as it has not ceased to be the Committed Party pursuant
to Section 15 of this Agreement.  The respective rights and
obligations of the Committed Party, Pro-DFJV, New Company, and SPGLP shall be
governed by and construed in accordance with the laws of the State of
Delaware.

     

    
      
         


      

      
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    12.         Successors and
Assigns.  Subject
to the remainder of this Section 12 and to Section 15, below, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns.  Except for the parties
hereto and their respective successors and assigns, no other person shall be
entitled to the benefits of this Agreement or to rely hereon and, in particular,
the Lenders shall not be, and shall not be deemed to be, a third party
beneficiary of this Agreement.  Upon the transfer of a portion or all
of the Committed Party’s indirect interest in SPGLP, the successors, assigns,
distributees and/or transferees of the Committed Party (the “Transferees”) may
assume or otherwise undertake the Capital Contribution Obligation of the
Committed Party, by entering into and delivering a substitute or replacement of
this Agreement which shall contain substantially the same terms and provisions
of this Agreement, in order to satisfy all or any portion of the obligations of
the Committed Party.  If one or more, but not all, of the Transferees
elect to assume or otherwise undertake the Capital Contribution Obligation of
the Committed Party, then all those making such election shall be severally
liable for the Committed Contribution, provided each such Transferee’s
proportionate share shall be either: (a) that percentage which results from
multiplying the Committed Party’s Committed Contribution by a fraction whose
numerator is one (1) and whose denominator is the aggregate number of
Transferees, or (b) such percentage as is agreed to by all of such
Transferees.  Any Transferee that does not elect to assume or
otherwise undertake the Capital Contribution Obligation of the Committed Party
shall have no liability for the Committed Party’s Capital Contribution
Obligation.

     

    13.         Actions and
Proceedings.  Any
action or proceeding in connection with this Agreement may be brought in a court
of record of the State of domicile of the party against whom the action or
proceeding is brought or the United States District Court for such State of
domicile, the parties hereby consenting to the jurisdiction thereof, and service
of process may be made upon any party by mailing a copy of the summons and
complaint to such party, by registered or certified mail, at its address to be
used for the giving of notices under this Agreement.  In an action or
proceeding relating to this Agreement, the parties mutually waive trial by
jury.

     

    14.         Severability.  If
this Agreement would be held or determined to be void, invalid or unenforceable
by reason of the amount of the Committed Party’s liability under this Agreement,
then, notwithstanding any other provision of this Agreement to the contrary, the
maximum amount of the liability of the Committed Party under this Agreement
shall, without any further action by the Committed Party, Pro-DFJV, New Company,
SPGLP any other person, be automatically limited and reduced to an amount which
is valid and enforceable.

     

    15.         Termination of Contribution
Obligation.  In
the event that:

     

    (a)          the
Committed Party ceases to own a direct or indirect interest in
SPGLP;

     

    (b)          upon
request of the Committed Party, within six months of a substantial
reorganization of SPGLP or the REIT for business or tax purposes, which
reorganization results in a substantial increase in SPGLP debt; or

     

    (c)          upon
request of the Committed Party made at any time during the 60-day period
following each successive six-year anniversary of the date of this
Agreement,

     

    
      
         


      

      
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    then each
party’s obligations hereunder shall terminate and be of no further force or
effect and each shall execute such documents acknowledging the termination of
the such party’s obligations hereunder as the other parties may reasonably
request; except that, in the case of an event described in Section 15(a), (c) or
(d) above, if, in the reasonable judgment of SPGLP, there is a significant
possibility that within one year of such event the obligation of the Committed
Party hereunder would be called upon by SPGLP to satisfy the Loans, then the
Committed Party's obligations hereunder shall terminate and be of no further
force or effect only with respect to Capital Contribution Obligations arising
more than one year after the date of the event.

     

    16.         Notices.  All
notices or other communications hereunder to either party shall be in writing
and shall be sent by (a) overnight courier service or United States Express Mail
against receipt or (b) Certified Mail, Return Receipt Requested, postage
prepaid.  Notices shall be deemed given one (1) business day after
being sent if sent by overnight courier service or United States Express Mail or
three (3) business days after being sent if sent by Certified
Mail.  Notices to a party shall be sent to its or his address set
forth below or to such other address as shall be stated in a notice similarly
given:

     

    If to
SPGLP:

     

    Simon
Property Group, Inc

    225 West
Washington Street

    Indianapolis,
Indiana 46204

    
      
        	  	
                Attention:

              	
                James
      M.
      Barkley

              


      

    

    
      	  	
              Facsimile:

            	
              317-685-7377

            


    

     

    With a
copy (which copy shall not constitute notice) to:

     

    Fried,
Frank, Harris, Shriver and Jacobson LLP

    One New
York Plaza

    New York,
New York 10004

    Tel:
212.859.8980

    
      	  	
              Attention: 

            	
              Peter
      S. Golden

            


    

    Alan S.
Kaden

    
      	  	
              Facsimile: 

            	
              212.859.4000

            


    

     

    If to New
Company:

     

    Marco LP
Units, LLC

    225 West
Washington Street

    Indianapolis,
Indiana 46204

     

    With a
copy (which copy shall not constitute notice) to:

     

    If to the Committed Party or
Pro-DFJV:

     

    c/o The
Lightstone Group

    1985
Cedar Bridge Avenue

    Lakewood,
NJ  08701

    
      	  	
              Attention: 

            	
              Donna
      Brandin

            


    

    
      	  	
              Facsimile: 

            	
              732-612-1444

            


    

     

    
      
         


      

      
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    With a
copy (which copy shall not constitute notice) to:

     

    Paul,
Weiss, Rifkind, Wharton & Garrison LLP

    1285
Avenue of the Americas

    New York,
New York  10019-6064

    
      	  	
              Attention: 

            	
              Jeffrey
      D. Marell

            


    

    Jeffrey
B. Samuels

    
      	  	
              Facsimile: 

            	
              212-757-3990

            


    

     

    17.           Counterparts.  This
Agreement may be executed in several counterparts, each of which shall be an
original and all of which shall constitute one and the same
instrument.

     

    
      
         


      

      
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    IN
WITNESS WHEREOF, the Committed Party and Pro-DFJV have duly executed this
Agreement as of the day and year first above written.

     

    
      
        
          
            	 
      	
                    COMMITTED
      PARTY:

                  
	 
      	 
      
	 
      	
                    By: 

                  	
                    Lightstone
      Value Plus REIT, L.P.

                  
	 
      	 
      	
                    By:
      Lightstone Value Plus Real Estate

                    Investment
      Trust, Inc., its General Partner

                  
	 
      	 
      
	 
      	
                    By:

                  	
                      /s/ Joseph E.
      Teichman

                  
	 
      	
                    Name: Joseph E.
      Teichman

                  
	 
      	
                    Title: Authorized
      Signatory

                  
	 
      	 
      
	 
      	
                    PRO-DFJV:

                  
	 
      	 
      
	 
      	
                    PRO-DFJV
      HOLDINGS LLC

                  
	 
      	 
      
	 
      	
                    By:

                  	
                      /s/ Joseph E.
      Teichman

                  
	 
      	
                    Name: Joseph E.
      Teichman

                  
	 
      	
                    Title: Authorized
      Signatory

                  


          

        

      

    

     

    Signature
Page to Capital Commitment

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, SPGLP and New Company have duly executed this Agreement as of
the day and year first above written.

     

    
      
        
          
            	 
      	
                    SPGLP:

                  
	 
      	 
      	 
      
	 
      	
                    SIMON
      PROPERTY GROUP, L.P., a Delaware

                    limited
      partnership

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    SIMON
      PROPERTY GROUP, INC., a

                    Delaware
      corporation, its General Partner

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Stephen E. Sterrett

                  
	 
      	 
      	
                         Print
      Name: Stephen E. Sterrett

                  
	 
      	 
      	
                         Duly
      Authorized Executive Vice President

                         and
      Chief Financial Officer

                  
	 
      	 
      	 
      
	 
      	
                    NEW
      COMPANY:

                  
	 
      	 
      
	 
      	
                    MARCO
      LP UNITS, LLC

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Stephen E. Sterrett

                  
	 
      	 
      	
                         Print
      Name: Stephen E. Sterrett

                  
	 
      	 
      	
                         Duly
      Authorized Executive Vice President

                         and
      Chief Financial
Officer

                  


          

        

      

    

     

    Signature
Page to Capital Commitment

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit A to Capital
Contribution Commitment Agreement

     

    
      
        
          
            
              
                	
                        Committed Party

                      	 	
                        Committed Contribution

                      	 
	 
      	 	 	 
	
                        Lightstone Value Plus REIT,
      L.P.

                      	 	$	100,000,000.00	 


              

            

          

        

      

    

     

    
      
         


      

      
        A-1