Common use of Capital Contribution Obligations Clause in Contracts

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.