Limited Liability Company Agreement

　　(4) maintain the status of the company as a partnership for federal tax purposes; and

　　(5) assure compliance with any applicable state and federal laws, including securities laws and regulations.

　　(b) any sale of an ownership interest and admission of a member in compliance with this article 10 shall be deemed effective as of the last day of the calendar month in which the remaining members' consent thereto was given.

　　the selling equity owner hereby indemnifies the company and the remaining members against any and all loss, damage, or expense (including, without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly as a result of any sale or purported sale in violation of this article 10.

　　10.5 put rights. the holders of the preferred units (the 'holders') shall have the right to require the company to repurchase all of the preferred units (the 'put right') upon the occurrence of any of the following and subject to the conditions set forth below:

　　(a) subject to section 10.5(g), if an ipo has not occurred within 24 months after the effective date then the holders shall have the right to exercise the put right at an aggregate purchase price equal to the remainder of:

　　(x)either (i) $,_________ ($,_________ per preferred unit) in the event the put right is exercised within 90 days after the second anniversary of the effective date, or (ii) $,_________ ($,_________ per unit) in the event that the put right is exercised within 90 days after the third anniversary of the effective date, minus (y) the aggregate amount of any distributions made pursuant to section 9.4(b) with respect to the preferred units. such put right may be exercised only during the 90day period beginning on each of the second or third anniversary of the effective date.

　　(b) if nii is in default of (x) the consolidated leverage ratio in section 7.9(a) of the amended and restated credit agreement, dated _________(m,d,y), among nii, the lenders named therein (the 'lenders') and others (the 'credit agreement') or (y) the consolidated net worth coverage in section 7.9(c) of the credit agreement, then the holders shall have the right to exercise the put right, unless the lenders have waived the default. within 45 days after the end of each of its fiscal quarters, nii shall provide the holders with a certificate of a daily authorized officer stating that nii is in compliance with sections 7.9(a) and 7.9(c) of the credit agreement, or, if not, a description of the default. such put right may be exercised at any time during the 30 day period following the holders' receipt of an officer's certificate stating that nii is in default.