Limited Liability Company Agreement

2.4 registration procedures. in the case of each registration effected by the company pursuant to this article ii, the company will keep each holder of registrable securities advised in writing as to the initiation of such registration and as to the completion thereof. at its expense, the company will use its reasonable efforts to:

(a) cause such registration to be declared effective by the commission and, in the case of a demand registration, keep such registration effective for a period of one hundred eighty (180) days or until the holders of registrable securities included therein have completed the distribution described in the registration statement relating thereto, whichever first occurs;

(b) prepare and file with the commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement (including posteffective amendments) as may be necessary to comply with the provisions of the securities act with respect to the disposition of all securities covered by such registration statement;

(c) obtain appropriate qualifications of the securities covered by such registration under state securities or 'blue sky' laws in such jurisdictions as may be requested by the holders of registrable securities; provided, however, that the company shall not be required to file a general consent to service of process in any jurisdiction in which it is not otherwise subject to service in order to obtain any such qualification;

(d) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a holder of registrable securities from time to time may reasonably request;

(e) notify each holder of registrable securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the securities act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such holder, prepare and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing;