Limited Liability Company Agreement

　　(f) cause all registrable securities covered by such registration to be listed on each securities exchange or interdealer quotation system on which similar securities issued by the company are then listed;

　　(g) provide a transfer agent and registrar for all registrable securities covered by such registration and a cusip number for all such registrable securities, in each case not later than the effective date of such registration;

　　(h) otherwise comply with all applicable rules and regulations of the commission; and

　　(i) in connection with any underwritten demand registration, the company will enter into an underwriting agreement reasonably satisfactory to the investor initiating holders and the management initiating holders containing customary underwriting provisions, including indemnification and contribution provisions.

　　2.5 indemnification.

　　(a) the company will indemnify each holder of registrable securities, each of such holders' officers, directors, partners, agents, employees and representatives, and each person controlling such holder within the meaning of section 15 of the securities act, with respect to each registration, qualification or compliance effected pursuant to this article ii, against all expenses, claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the company of the securities act or any rule or regulation thereunder applicable to the company and relating to action or inaction required of the company in connection with any such registration, qualification or compliance, and will reimburse each such indemnified person for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability or action; provided, however, that the company will not be liable in any such case to the extent that any such claims, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the company by such holder of registrable securities and stated to be specifically for use therein. it is agreed that the indemnity agreement contained in this section 2.5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the company (which consent has not been unreasonably withheld).