being the "Citi Loan Amount"); and (iii) the aggregate amount of the Note Obligations under the Loans to the Non- Managing Members will be based on the Citi Loan Amount. Whenever any portion of the Citi Loan Amount is paid by the Company, the amount paid will be deemed distributed to the Non- Managing Members and wi

(1) a Non-Managing Member's Applicable Share of the Citi Loan Amount so paid exceeds (2) the aggregate amount that would have been distributed to such Non-Managing Member if the Citi Loan Amount so paid (and any addi