Compliance with Rule 15c2. 8. In the case of a Registered Offering and any other Offering to which the provisions of Rule 15c2-8 under the 1934 Act are made applicable pursuant to the AAU or otherwise, you agree to comply with such Rule in connection with the Offering. In the case of an Offering other than a Registered Offering, you agree to comply with applicable Federal and state laws and the applicable rules and regulations of any regulatory body promulgated thereunder governing the use and distribution of offering circulars by underwriters.
Compliance with Rule 15c2. 12. During the previous five (5) years, the Issuer has not failed to comply in any material respects with its previous undertakings required pursuant to Rule 15c2-12; and
Compliance with Rule 15c2. 11. The Company take all actions to maintain as publicly available all information required by paragraph (b) of Rule 15c2-11 of the Exchange Act (as effective on September 26, 2021), as amended, such that brokers or dealers attempting to publish any quotation for the Common Stock or, directly or indirectly, to submit any such quotation for publication, shall be able to comply with Rule 15c2-11(a).
Compliance with Rule 15c2. 12. The Company has undertaken in the Continuing Disclosure Agreement to provide ongoing disclosure for the benefit of the Bondholders pursuant to Section (b)(5)(i) of the Securities and Exchange Commission Rule 15c2-12 under the Exchange Act. The Continuing Disclosure Agreement will be assigned by the Issuer to the Trustee pursuant to the Indenture for the benefit of the Bondholders. Such assignment is a present absolute assignment and not the assignment of a security interest. The Company's obligations under the Continuing Disclosure Agreement shall be enforceable by any Bondholder and the Trustee.
Compliance with Rule 15c2. 4. This Agreement and the services provided hereunder shall comply with Rule 15c-2-4 of the rules promulgated under the Securities Exchange Act of 1934, as amended.
Compliance with Rule 15c2. 8 of the Exchange Act. You hereby (a) represent that neither you nor any person associated with your firm solicited customers' orders for Shares prior to the Effective Date; (b) represent and agree to take all reasonable steps to make available a copy of the final Prospectus relating to the Shares to each person associated with your firm who is expected, after the Effective Date, to solicit customers orders for Shares prior to the making of any such solicitation by such associated persons; (c) agree to take reasonable steps, as managing underwriter of this Offering, to furnish each Selling Dealer with sufficient copies, as requested by them, of the final Prospectus to enable them to comply with paragraphs (b), (c), (d) and (e) of Rule 15c2-8 of the Exchange Act and the prospectus delivery requirements of Section 5(b)(l) and (2) of the Act; and (d) agree that neither you, nor any person associated with your firm, will furnish Prospectuses to any person in any state (e.g. in any state (i) listed as not cleared on the "Blue-Sky Survey" by the general counsel of the Dealer-Manager or (ii) in which your firm or any person associated with your firm who solicits offers to buy or offers to sell Shares is not currently registered); provided, however, that this provision is not to be construed to relieve you from complying with the requirements of Section 5(b)(l) and (2) of the Act. You hereby acknowledge that Prospectuses shall not be furnished by you or any person associated with your firm to any prospective investor while the Registration Statement is subject to an examination, proceeding, or stop order pursuant to Section 8 of the Act.
Compliance with Rule 15c2. 12. The Company hereby agrees that it will comply with and perform its duties under the Rule 15c2-12 Undertakings dated as of October __, 1995 and attached to this Agreement as Exhibit A and that the Issuer shall have no responsibility or obligation with respect to compliance with Rule 15c2-12.
Compliance with Rule 15c2. 12. In the event the Remarketing Agent is asked to remarket the Bonds in any situation that requires compliance with Rule 15c2-12 of the Exchange Act (the "Rule"):
