ere will be Excess Overhead Expense or similar payments and expenses or, in the sole discretion of the Managing Member, amounts are needed to repay Citi Loan Amounts, in the current or succeeding years. Any retained amounts shall be distributed (if not used to pay Overhead Expenses or such other payments) at such

(3) Any amount applied by the Company (including from the Interest Reserve or liquidity reserve) to pay Citi Loan Amounts (other than deemed advances) in accordance with Section I lh(1) and 11(h)(2) shall (i) be deemed distributed to such Non- Managing Member, (ii) redu