Limited Liability Company Agreement

　　(iii) call upon any person who or that is, at that time, or has been, within one (1) year prior to that time, a customer of the company for the purpose of soliciting or selling products or services in direct competition with the company.

　　(2) the foregoing covenants shall not be deemed to prohibit the manager or the members from acquiring as an investment not more than fifty percent (50%) of the capital stock of a competing business, so long as the manager or member does not effectively control such business or participate in the day to day management of such business.

　　(3) nii further agrees that it will conduct all of its electronic consumer leisure travel business through the company.

　　(4) the restrictions on competition contained in this section 5.6 shall not apply to noncompetitive activities. noncompetitive activities shall not be deemed to be competitive with the company's business, and neither nii nor its affiliates shall be restricted in any way from engaging in noncompetitive activities:

　　5.7 bank accounts. the manager may from time to time open bank accounts in the name of the company, and the manager shall be the sole signatory thereon, unless the manager determine otherwise.

　　5.8 indemnity of the manager, employees and other agents.

　　(a) the company shall indemnify each manager and make advances for expenses to the maximum extent permitted under the act, except to the extent the claim for which indemnification is sought results from an act or omission for which the manager may be held liable to the company or a member under section 5.5(b). the company shall indemnify its employees and other agents who are not a manager to the fullest extent permitted by law, provided that such indemnification in any given situation is approved by a majority interest.

　　(b) expenses (including legal fees and expenses) incurred by a manager in defending any claim, demand, action, suit or proceeding subject to subsection (a) above shall be paid by the company in advance of the final disposition of such claim, demand, action, suit or proceeding upon receipt of an undertaking (which need not be secured) by or on behalf of the manager to repay such amount if it shall ultimately be finally determined by a court of competent jurisdiction and not subject to appeal, that the manager is not entitled to be indemnified by the company as authorized hereunder.

　　5.9 resignation. any manager may resign at any time by giving written notice to the members. the resignation of any manager shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. the resignation of a manager who is also an equity owner shall not affect the manager's rights as an equity owner.