Common use of Participation Redemption Clause in Contracts

Participation Redemption. (A) Following the Preferred Payment (as such term is defined in the AIA SPV LLC Agreement), in the case of the AIA SPV, or the Junior Preferred Payment (as such term is defined in the ALICO SPV LLC Agreement), in the case of the ALICO SPV, the applicable SPV shall not make any dividend, distribution or other payment of any kind or character to the Common Members (as such term is defined in the relevant SPV LLC Agreement) of such SPV prior to such SPV exercising its right to redeem the AIA/ALICO Preferred Participating Return of such SPV in accordance with Section 8.06 (Participation Redemption) of the applicable SPV LLC Agreement; provided that, for purposes of determining the applicable Participating Fair Market Value (as such term is defined in the relevant SPV LLC Agreement), the fair market value of the applicable SPV Intercompany Loan shall not be taken into account and in lieu thereof the excess of (1) the amount of the SPV Intercompany Loan made by such SPV at Closing over (2) all amounts of principal received by such SPV in respect of its SPV Intercompany Loan prior to the redemption of the AIA/ALICO Preferred Participating Return of such SPV shall be deemed to have been received by such SPV and available for distribution pursuant to Sections 5.02(d) and (e) (Distributions) of the AIA SPV LLC Agreement (in the case of the AIA SPV) or Sections 5.02(f) and (g) (Distributions) or Sections 5.03(c) and (d) (Alternate Distributions) of the ALICO SPV LLC Agreement (in the case of the ALICO SPV), as applicable, as of the time of such redemption. (B) All notices required to be delivered to, and all actions that may be taken by, the Preferred Members (as such term is defined in the AIA SPV LLC Agreement) or the Junior Preferred Members (as such term is defined in the ALICO SPV LLC Agreement) pursuant to Section 8.06 (Participation Redemption) of each SPV LLC Agreement shall be delivered to or taken by the Rights Holder.

Participation Redemption. (Aa) Following Notwithstanding anything to the Preferred Payment (as such term is defined contrary in the Master Transaction Agreement, the GPPA, the AIA SPV LLC Agreement), in the case of the AIA SPV, Agreement or the Junior Preferred Payment (as such term is defined in the ALICO SPV LLC Agreement), in AIG, the case of UST and the AIA SPV and the ALICO SPV, as applicable, hereby agree that (i) the applicable AIA Participating Fair Market Value is $82,163,808.73, and the AIA SPV shall not make any dividend, distribution or other payment of any kind or character redeem the AIA Preferred Participating Return for such amount prior to the Common Members Release Effective Date, (as such term ii) the ALICO Participating Fair Market Value is defined in $44,941,843.00, and the relevant ALICO SPV LLC Agreement) of such SPV prior to such SPV exercising its right to shall redeem the AIA/ALICO Preferred Participating Return of for such amount prior to the Release Effective Date, and (iii) AIG may contribute to the AIA SPV in accordance with Section 8.06 (Participation Redemption) and the ALICO SPV, and the AIA SPV and the ALICO SPV may use, a portion of the applicable SPV LLC Agreement; provided that, for purposes of determining the applicable Participating Fair Market Value (as such term is defined in the relevant SPV LLC Agreement), the fair market value of the applicable SPV Intercompany Loan shall not be taken into account and in lieu thereof the excess of (1) the amount of the SPV Intercompany Loan made by such SPV at Closing over (2) all amounts of principal Net Proceeds received by such SPV AIG or its Subsidiaries in respect of its SPV Intercompany Loan prior the Maiden Lane II interests to redeem the redemption of AIA Preferred Participating Return and the AIA/ALICO Preferred Participating Return of such SPV shall be deemed to have been received by such SPV and available for distribution pursuant to this Section 3. Effective as of the date hereof, Sections 5.02(d5.02(b) and (e) (Distributions5.02(d)(ii) of the AIA SPV LLC Agreement (shall be disregarded and no longer be of any force or effect, and the parties hereto acknowledge and agree that the AIA Participating Fair Market Value set forth above in the case this Section 3 was determined as if Section 5.02 of the AIA SPV) or Sections 5.02(f) and (g) (Distributions) or Sections 5.03(c) and (d) (Alternate Distributions) of the ALICO SPV LLC Agreement (in the case of the ALICO SPV), as applicable, as of the time of such redemptiondid not include Sections 5.02(b) and 5.02(d)(ii) thereto. (Bb) All notices required to be delivered to, and all actions that may be taken byAs used in this Section 3, the Preferred Members (as such term is defined “AIA Participating Fair Market Value” shall have the meaning assigned to the term “Participating Fair Market Value” in the AIA SPV LLC Agreement) or ; the Junior term “AIA Preferred Members (as such Participating Return” shall have the meaning assigned to the term is defined “Preferred Participating Return” in the AIA SPV LLC Agreement; the term “ALICO Participating Fair Market Value” shall have the meaning assigned to the term “Participating Fair Market Value” in the ALICO SPV LLC Agreement) pursuant ; and the term “ALICO Preferred Participating Return” shall have the meaning assigned to Section 8.06 (Participation Redemption) of each the term “Preferred Participating Return” in the ALICO SPV LLC Agreement shall be delivered to or taken by the Rights HolderAgreement.